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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-QSB/A

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended March 31,
    2003                                           
|          
|o          |  | 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(Address of principal executive
    offices) |  | 94704(Zip Code)                         

Issuers telephone number, including area
code:

(510) 548-6600




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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 þ          No o.

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 þ          No o.

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of
the issuers classes of common equity, as of the latest
practicable date: The number of shares of Common Stock, $.001
par value per share, outstanding on March 31, 2003, was
1,109,481.

Transitional Small Business Disclosure Format
(check
one):     Yes o          No þ.



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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 3. Controls and Procedures                                                              
|PART II                        
|                                | 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                                                                      |  |      |  | 
|ITEM 2. Managements Discussion and
    Analysis of Financial Condition and Results of Operations |  |      |  | 
|ITEM 3. Controls and Procedures                                                                   |  |      |  | 
|                                                                                                 
|PART II. OTHER INFORMATION                                                                        |  |      |  | 
|ITEM 6. Exhibits and Reports on Form 8-K                                                          |  |      |  | 
|                                                                                                 
|SIGNATURES                                                                                        |  |      |  | 
|                                                                                                 
|EXHIBIT INDEX                                                                                     |  |      |  | 

1



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##### Table of Contents






PART I  FINANCIAL
INFORMATION






|        |                      
|------- | ---------------------
|Item 1. | Financial Statements.

AGEMARK CORPORATION


BALANCE SHEET

March 31, 2003


(In thousands except share data)


(Unaudited)


|                                         |                                                                                                             |                                            |        |        |        | 
|---------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------ | ------ | 
|ASSETS                                  
|Cash and cash equivalents                |                                                                                                             | $                                          | 213    |       
|Note receivable                          |                                                                                                             |                                            | 170    |       
|Property and equipment, net              |                                                                                                             |                                            | 15,103 |       
|Other assets                             |                                                                                                             |                                            | 601    |       
|                                         |                                                                                                             |                                            |        |       
|                                         | Total assets                                                                                                |                                            | $      | 16,087 |       
|                                         |                                                                                                             |                                            |        |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|LIABILITIES                              |                                                                                                             |                                            |        |       
|                                         | Accounts payable and accrued liabilities                                                                    |                                            | $      | 2,059  |       
|                                         | Vehicle loans                                                                                               |                                            |        | 29     |       
|                                         | Capitalized lease obligations                                                                               |                                            |        | 64     |       
|                                         | Notes payable                                                                                               |                                            |        | 12,043 |       
|                                         |                                                                                                             |                                            |        |       
|                                         |                                                                                                             | Total liabilities                          |        | $      | 14,195 | 
|                                         |                                                                                                             |                                            |        |       
|STOCKHOLDERS EQUITY                     |                                                                                                             |                                            |        |       
|                                         | Common stock, stated value $.001, 20,000,000
    shares authorized, 1,109,481 shares issued and outstanding |                                            | $      | 1      |       
|                                         | Additional paid in capital                                                                                  |                                            |        | 7,163  |       
|                                         | Unearned compensation                                                                                       |                                            |        | 85     |       
|                                         | Stock notes receivable                                                                                      |                                            |        | (204   | )     
|                                         | Accumulated deficit                                                                                         |                                            |        | (4,983 | )     
|                                         |                                                                                                             |                                            |        |       
|                                         |                                                                                                             | Total stockholders equity                 |        | $      | 1,892  | 
|                                         |                                                                                                             |                                            |        |       
|                                         |                                                                                                             | Total liabilities and stockholders equity |        | $      | 16,087 | 
|                                         |                                                                                                             |                                            |        |       

See accompanying notes to financial statements.

2



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AGEMARK CORPORATION


STATEMENTS OF OPERATIONS

Three and Six Months Ended March 31, 2003
and 2002


(In thousands except share data)


(Unaudited)


|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |       |       |  
|-------------------------------------------- | ------------------------------------ | ----------------------- | ---- | ---------- | ----- | ---- | --- | ----- | ----- | - | ---- | ----- | ----- | - | ---- | ----- | ----- | -
|                                             |                                      |                         |      |           
|                                             |                                      | Three Months            |      | Six Months
|                                             |                                      | Ended                   |      | Ended     
|                                             |                                      | March 31,               |      | March 31, 
|                                             |                                      |                         |      |           
|                                             |                                      | 2003                    |      | 2002       |       | 2003 |     | 2002 
|                                             |                                      |                         |      |            |       |      |     |      
|Revenue                                      |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             | Property gross revenue               |                         | $    | 2,289      |       |      | $   | 2,661 |       |   | $    | 4,553 |       |   | $    | 5,318 |      
|                                             | Other income                         |                         |      | 1          |       |      |     | 1     |       |   |      | 3     |       |   |      | 3     |      
|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             |                                      | Total revenue           |      | $          | 2,290 |      |     | $     | 2,662 |   |      | $     | 4,556 |   |      | $     | 5,321 |  
|Expenses                                     |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             | Property operating expenses          |                         | $    | 1,965      |       |      | $   | 2,112 |       |   | $    | 3,980 |       |   | $    | 4,269 |      
|                                             | Administrative and overhead expenses |                         |      | 176        |       |      |     | 176   |       |   |      | 378   |       |   |      | 340   |      
|                                             | Stock option compensation            |                         |      | 43         |       |      |     | 54    |       |   |      | 97    |       |   |      | 107   |      
|                                             | Interest expense                     |                         |      | 198        |       |      |     | 255   |       |   |      | 391   |       |   |      | 510   |      
|                                             | Depreciation                         |                         |      | 127        |       |      |     | 152   |       |   |      | 253   |       |   |      | 304   |      
|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             |                                      | Total expenses          |      | $          | 2,509 |      |     | $     | 2,749 |   |      | $     | 5,099 |   |      | $     | 5,530 |  
|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             |                                      | $                       | (219 | )          |       | $    | (87 | )     |       | $ | (543 | )     |       | $ | (209 | )    
|Gain on disposition of property              |                                      |                         |      |            |       |      |    |       |       |   | 6    |       |       |   |     |      
|Equity in net income (loss) of joint venture |                                      |                         |      |            |       |      | 13  |       |       |   |      |       |       |   | 3    |      
|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             |                                      | Net (loss)              |      | $          | (219  | )    |     | $     | (74   | ) |      | $     | (537  | ) |      | $     | (206  | )
|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      
|                                             |                                      | (Loss) per common share |      | $          | (0.20 | )    |     | $     | (0.08 | ) |      | $     | (0.48 | ) |      | $     | (0.22 | )
|                                             |                                      |                         |      |            |       |      |     |       |       |   |      |       |       |   |      |      

See accompanying notes to financial statements.

3



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AGEMARK CORPORATION

STATEMENT OF STOCKHOLDERS
EQUITY

Six Months Ended March 31, 2003


(In thousands)


|                            |  |        |   |            |  |              |       |             |  |             |      |       |  |   |      |   |  |   |        |   |  |   |       |  
|--------------------------- |  | ------ | - | ---------- |  | ------------ | ----- | ----------- |  | ----------- | ---- | ----- |  | - | ---- | - |  | - | ------ | - |  | - | ----- | -
|                            |  |        |   | Additional |  |              |       |             |  |             |      |      
|                            |  | Common |   | Paid-In    |  | Unearned     |       | Stock Notes |  | Accumulated |      |      
|                            |  | Stock  |   | Capital    |  | Compensation |       | Receivable  |  | (Deficit)   |      | Total
|                            |  |        |   |            |  |              |       |             |  |             |      |      
|Balance, September 30, 2002 |  | $      | 1 |            |  | $            | 7,152 |             |  | $           | (171 | )     |  | $ | (204 | ) |  | $ | (4,446 | ) |  | $ | 2,332 |  
|Stock option compensation   |  |        |   |            |  |              | 11    |             |  |             | 86   |       |  |   |      |   |  |   |        |   |  |   | 97    |  
|Net (loss)                  |  |        |   |            |  |              |       |             |  |             |      |       |  |   |      |   |  |   | (537   | ) |  |   | (537  | )
|                            |  |        |   |            |  |              |       |             |  |             |      |       |  |   |      |   |  |   |        |   |  |   |       |  
|Balance, March 31, 2003     |  | $      | 1 |            |  | $            | 7,163 |             |  | $           | (85  | )     |  | $ | (204 | ) |  | $ | (4,983 | ) |  | $ | 1,892 |  
|                            |  |        |   |            |  |              |       |             |  |             |      |       |  |   |      |   |  |   |        |   |  |   |       |  

4



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AGEMARK CORPORATION

STATEMENTS OF CASH FLOWS

Six Months Ended March 31, 2003 and
2002


(In thousands)


(Unaudited)


|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |      |     |    |     |  
|-------------------------------------------------- | ------------------------------------------------------------------------------------- | ----------------------------------------- | -------------------------------------------------------- | ----------------------------------------- | --- | ---- | ---- | ---- | --- | -- | --- | -
|                                                   |                                                                                       | 2003                                      |                                                          | 2002                                     
|                                                   |                                                                                       |                                           |                                                          |                                          
|CASH FLOWS FROM OPERATING ACTIVITIES               |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   | Net (loss)                                                                            |                                           | $                                                        | (537                                      | )   |      | $    | (206 | )  
|                                                   | Adjustments to reconcile net (loss) to net
    cash provided by operating activities: |                                           |                                                          |                                           |     |      |      |      |    
|                                                   |                                                                                       | Depreciation and amortization             |                                                          |                                           | 253 |      |      |      | 304 |   
|                                                   |                                                                                       | Stock option compensation                 |                                                          |                                           | 97  |      |      |      | 107 |   
|                                                   |                                                                                       | Gain on sale of property                  |                                                          |                                           | (6  | )    |      |      |     |   
|                                                   |                                                                                       | Undistributed (income) from joint venture |                                                          |                                           |     |      |      |      | (3  | ) 
|                                                   |                                                                                       | Change in assets and liabilities:         |                                                          |                                           |     |      |      |      |     |   
|                                                   |                                                                                       |                                           | (Increase) in other assets                               |                                           |     | (119 | )    |      |     | (5 | )  
|                                                   |                                                                                       |                                           | Increase in accounts payable and accrued
    liabilities |                                           |     | 139  |      |      |     | 21 |    
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   |                                                                                       |                                           |                                                          | Net cash provided by operating activities |     | $    | (173 | )    |     | $  | 218 |  
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|CASH FLOWS FROM INVESTING ACTIVITIES               |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   | Additions to property and equipment                                                   |                                           | $                                                        | (197                                      | )   |      | $    | (126 | )  
|                                                   | Proceeds from sale of property                                                        |                                           |                                                          | 93                                        |     |      |      |      |    
|                                                   | Distributions from joint venture                                                      |                                           |                                                          |                                           |     |      |      | 54   |    
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   |                                                                                       |                                           |                                                          | Net cash (used in) investing activities   |     | $    | (104 | )    |     | $  | (72 | )
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|CASH FLOWS FROM FINANCING ACTIVITIES               |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   | Principal payments on notes payable                                                   |                                           | $                                                        | (29                                       | )   |      | $    | (26  | )  
|                                                   | New loan costs paid                                                                   |                                           |                                                          |                                          |     |      |      |     |    
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   |                                                                                       |                                           |                                                          | Net cash (used in) financing activities   |     | $    | (29  | )    |     | $  | (26 | )
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   |                                                                                       |                                           |                                                          | Net increase in cash and cash equivalents |     | $    | (306 | )    |     | $  | 120 |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF
    PERIOD |                                                                                       |                                           | 519                                                      |                                           |     |      | 188  |     
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   |                                                                                       |                                           |                                                          | Cash and cash equivalents, end of period  |     | $    | 213  |      |     | $  | 308 |  
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|SUPPLEMENTAL DISCLOSURES                           |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   | Non cash items from Investing and Financing
    Activities                            |                                           |                                                          |                                           |     |      |      |      |    
|                                                   |                                                                                       | Note received from sale of property       |                                                          | $                                         | 170 |      |      |      |     |   
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   | Cash payments for:                                                                    |                                           |                                                          |                                           |     |      |      |      |    
|                                                   |                                                                                       | Interest                                  |                                                          | $                                         | 325 |      |      | $    | 410 |   
|                                                   |                                                                                       |                                           |                                                          |                                           |     |      |      |     
|                                                   |                                                                                       | Taxes                                     |                                                          | $                                         | 1   |      |      | $    | 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, 2002. The Company follows the same
accounting policies in preparation of interim reports.

As disclosed below in Note 5, on
January 27, 2003, Agemark filed a preliminary proxy
statement on Schedule 14A with the Securities and Exchange
Commission relating to the proposed sale of the Companys
assets and the liquidation and dissolution of the Company. The
Company has not adopted a liquidation basis of accounting in
these financial statements because the stockholders have not
approved the liquidation of the Company. After the definitive
proxy statement is filed with the Securities and Exchange
Commission, the Company intends to solicit stockholder approval
of the sale of the Companys assets and the liquidation and
dissolution of the Company. If approval is received from
stockholders holding a majority of interests, the Company
intends to adopt the liquidation basis of accounting to restate
its assets and liabilities to estimated values.

Note
2.     Transactions With
Affiliates

The Company has contracted with Opus X,
Inc.(Opus) for the management of its properties.
Opus is co-owned by Richard J. Westin and Jesse A. Pittore,
directors and officers of the Company. Compensation for these
management services is 3.75% of gross income paid monthly. For
the three and six months ended March 31, 2003, management
fees of $84,880 and $170,731, respectively, and for the three
and six months ended March 31, 2002, management fees of
$99,784 and $199,428, respectively, are included in the property
operating expenses on the statement of operations for services
provided by Opus. At March 31, 2003, accounts payable
includes $28,000 owed by the Company to Opus.

For the three and six months ended March 31,
2003 and 2002, the Company paid rent for the Companys
headquarters in Berkeley, CA in the amount of $6,000 and
$12,000, respectively, pursuant to a lease between the Company
and the Waterford Company, which is owned by members of Richard
J. Westins family. The lease is for a one-year term
starting October 1, 1998 at a rent of $2,000 per month. The
lease renews automatically unless terminated by either party.
The lessee is responsible for limited maintenance and repair
expenses and all utilities. The Waterford Company is responsible
for major repairs, real estate taxes and debt service

On January 23, 2003 the Company executed a
contract to sell its Hastings, Nebraska property to the Company
signed an agreement to sell its Hastings Property for $2,100,000
to Martin Hug, an employee of the Company, and entities
affiliated with Messrs. Westin and Pittore. Mr. Hug
currently serves as the Companys operations officer. The
sale of the Hastings Property to Mr. Hug and the entities
affiliated with Messrs. Westin and Pittore is conditioned
upon stockholder approval of the sale and upon the
purchasers bid being the highest bid at auction.

Note 3.     Gain on
Disposition of Property and Note Receivable

In November, 2002, the Company sold its property
located in Chanute, KS. The net sales price of $261,000 was paid
partially in the form of a note in the amount of $170,000 which
bears interest at 8% per

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AGEMARK CORPORATION


NOTES TO FINANCIAL STATEMENTS 
(Continued)

annum and was due on April 23, 2003. The
buyer of the property is presently in default and the Company is
in the process of listing the property for sale again.

Note 4.     Employee
Stock Incentive Plan

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

Options to purchase up to a total of 237,164
shares of common stock have been granted at exercise prices
ranging from $1.00 to $1.10 per share to the officers, directors
and employees of the Company. On June 1, 2002 the officers
and directors exercised their vested options and acquired
187,749 shares of the Companys common stock by executing
promissory notes and pledge agreements totaling $204,415. The
notes have a term of four years and bear interest at 5%. Details
of the options are:

|                    |       |         |          |                |  |                   |      |  |  |  |                  |  | 
|------------------- | ----- | ------- | -------- | -------------- |  | ----------------- | ---- |  |  |  | ---------------- |  | 
|                    |       | 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 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 for the three and six months ended March 31,
2003 was $43,000 and $97,000, respectively. Total compensation
for the three and six months ended March 31, 2002 under APB
Opinion No. 25 was approximately $54,000 and $107,000,
respectively.

If the Company had used the fair value based
method of accounting for its employee stock incentive plan, as
prescribed by SFAS No. 123, stock option compensation cost
in the statement of operations for the three and six months
ended March 31, 2003 would have decreased by $43,000 and
$86,000, respectively, resulting in net losses of $173,000 and
$451,000 and the basic loss per common share would have been
$0.16 and $0.41. For the three and six months ended
March 31, 2002 compensation would have decreased by $43,000
and $86,000, respectively, resulting in net losses of $31,000
and $120,000, respectively and losses per common share would
have been $0.03 and $0.13, respectively.

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AGEMARK CORPORATION


NOTES TO FINANCIAL STATEMENTS 
(Continued)



|        |                            
|------- | ---------------------------
|Note 5. | Liquidation and Dissolution

On January 27, 2003, Agemark filed a
preliminary proxy statement on Schedule 14A with the
Securities and Exchange Commission relating to the proposed sale
of the Companys assets and the liquidation and dissolution
of the Company. The Board of Directors has determined that such
a sale of assets and liquidation and dissolution of the Company
is in the best interests of the Companys stockholders.
After the definitive proxy statement is filed with the
Securities and Exchange Commission, the Company intends to
solicit stockholder approval of the sale of the Companys
assets and the liquidation and dissolution of the Company.

8



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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 March 31, 2003
    Compared to the Three Months Ended March 31,
    2002

Property gross revenue decreased from $2,661,000
in the three months ended March 31, 2002 to $2,289,000 in
the three months ended March 31, 2003 reflecting generally
higher rental rates offsetting revenues of $425,000 in the 2002
period attributable to sold facilities. Property operating
expenses decreased in the 2003 period to $1,965,000 from
$2,112,000 in the 2002 period. This decrease was attributable
primarily to costs associated with sold facilities of $307,000
offsetting generally higher operating costs at the facilities
retained. Administrative expenses were $176,000 in both periods.
Stock option compensation decreased from $54,000 in 2002 to
$43,000 in 2003. Interest expense was $198,000 for the three
months ended March 31, 2003 compared to $255,000 for the
three months ended March 31, 2002, reflecting the
retirement of debt in September, 2002. Depreciation expense was
$127,000 in 2003 compared to $152,000 in 2002, reflecting the
sale of the Cumberland, MD property.



| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Six Months Ended March 31, 2003
    Compared to the Six Months Ended March 31,
    2002

Property gross revenue decreased from $5,318,000
in the six months ended March 31, 2002 to $4,553,000 in the
six months ended March 31, 2002 reflecting generally higher
rental rates offsetting revenues of $829,000 in the 2002 period
attributable to sold facilities. Property operating expenses
decreased in the 2003 period to $3,980,000 from $4,269,000 in
the 2002 period. This decrease was attributable primarily to
costs associated with sold facilities of $614,000 offsetting
generally higher operating costs at the facilities retained.
Administrative expenses increased from $340,000 in 2002 to
$378,000 in 2003 due to higher personnel costs. Stock option
compensation decreased from $107,000 in 2002 to $97,000 in 2003.
Interest expense was $391,000 for the six months ended
March 31, 2003 compared to $510,000 for the six months
ended March 31, 2002 reflecting the retirement of debt in
September, 2002. Depreciation expense was $304,000 in 2002
compared to $313,000 in 2001.

The gain on disposition of property reflects the
sale of the Companys Chanute, KS property. This property
was classified as held for sale. As of the date of this filing
the buyer of the property has defaulted on his obligations and
the Company is in the process of listing the property for sale
again.

The equity in net loss of joint venture reflects
the Companys 25% share of operations after depreciation at
the joint venture Alzheimers facility in Cumberland, MD.
This joint venture interest was sold July 1, 2002.

Liquidity and Capital Resources

Net cash used by operations during the six months
ended March 31, 2003 was $173,000. The largest use of funds
was those used to increase other assets.

The Companys investing activities for the
six months ended March 31, 2003 used $104,000. The sale of
the Chanute, KS property provided $93,000 and $197,000 was
invested in improvements to the Companys properties.

The Companys financing activities used
$29,000 to pay down tax notes.

9



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##### Table of Contents



Cash and cash equivalents at March 31, 2003
totaled $213,000, down $306,000 from September 30, 2002.
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 $11,982,000 will become
due and payable on September 30, 2003. Originally due
September 30, 2002, the debts were extended for one year by
substantial reductions on or before September 30, 2002.
They may be extended an additional year to September 30,
2004 by the payment of a substantial amount of principal.
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. On January 27, 2003, Agemark filed a
preliminary proxy statement on Schedule 14A with the
Securities and Exchange Commission relating to the proposed sale
of the Companys assets and the liquidation and dissolution
of the Company. The Board of Directors has determined that such
a sale of assets and liquidation and dissolution of the Company
is in the best interests of the Companys stockholders.
After the definitive proxy statement is filed with the
Securities and Exchange Commission, the Company intends to
solicit stockholder approval of the sale of the Companys
assets and the liquidation and dissolution of the Company.

Impact of Inflation

Management believes that the Companys
operations have not been materially adversely affected by
inflation. The Company expects that it will be able to offset
the effects of inflation on salaries and other operating
expenses by increases in rental rates, subject to applicable
restrictions in North Dakota, where the Company receives
subsidies.






|        |                        
|------- | -----------------------
|Item 3. | Controls and Procedures

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

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




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           |  | Section 906 Certification of Chief Executive
    Officer 
|            | 99. | 2           |  | Section 906 Certification of Chief Financial
    Officer 

(b) Reports on Form 8-K. The
Registrant filed no reports on Form 8-K during the quarter
ended March 31, 2003.

10



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                    
| | -------------------
| | AGEMARK CORPORATION

May 29, 2003



| |                        
| | -----------------------
| | /s/ Richard J. Westin  
| |                        
| | Richard J. Westin,     
| | Chief Executive Officer

May 29, 2003



| |                            
| | ---------------------------
| | /s/ James P. Tolley        
| |                            
| | James P. Tolley,           
| | Chief Financial Officer and
| | Chief Accounting Officer   

11



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##### Table of Contents



CERTIFICATIONS

Certification of Chief Executive
Officer

I, Richard J. Westin, certify that:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-QSB of Agemark Corporation;                                                                                                                                                                                                                                                                
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    period presented in this annual report;                        
|
| | 4.     The
    registrants other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and have:                                                                                                           



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The
    registrants other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrants
    auditors and the audit committee of registrants board of
    directors (or persons performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could aversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officer and I have indicated
    in this annual report whether there are significant changes in
    internal controls or in other factors that could significantly
    affect internal controls subsequent to the date of our most
    recent evaluation, including any corrective actions with regard
    to significant deficiencies and material weaknesses.



| |                        
| | -----------------------
| | /s/ RICHARD J. WESTIN  
| |                        
| | Richard J. Westin      
| | Chief Executive Officer

Dated:     May 29,
2003

12



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##### Table of Contents



Certification of Chief Financial
Officer

I, James P. Tolley, certify that:



| |                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.     I have reviewed
    this quarterly report on Form 10-QSB of Agemark Corporation;                                                                                                                                                                                                                                                                
|
| | 2.     Based on my
    knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this annual
    report;
|
| | 3.     Based on my
    knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in
    all material respects the financial condition, results of
    operations and cash flows of the registrant as of, and for, the
    period presented in this annual report;                        
|
| | 4.     The
    registrants other certifying officer and I are responsible
    for establishing and maintaining disclosure controls and
    procedures (as defined in Exchange Act Rules 13a-14 and
    15d-14) for the registrant and have:                                                                                                           



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5.     The
    registrants other certifying officer and I have disclosed,
    based on our most recent evaluation, to the registrants
    auditors and the audit committee of registrants board of
    directors (or persons performing the equivalent functions):



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could aversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                   



| |                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.     The
    registrants other certifying officer and I have indicated
    in this annual report whether there are significant changes in
    internal controls or in other factors that could significantly
    affect internal controls subsequent to the date of our most
    recent evaluation, including any corrective actions with regard
    to significant deficiencies and material weaknesses.



| |                        
| | -----------------------
| | /s/ JAMES P. TOLLEY    
| |                        
| | James P. Tolley        
| | Chief Financial Officer

Dated: May 29, 2003

13



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##### Table of Contents






EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-QSB

FOR AGEMARK CORPORATION


|        |      |             |  |                                                          
|------- | ---- | ----------- |  | ---------------------------------------------------------
|Exhibit |      |            
|No.     |      | Description
|        |      |            
|        | 11   |             |  | Statement regarding Computation of Per Share
    Earnings
|        | 99.1 |             |  | Section 906 Certification of Chief Executive
    Officer 
|        | 99.2 |             |  | Section 906 Certification of Chief Financial
    Officer