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



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FORM 10-QSB

| |                                               |                                                                                          |  | 
| | --------------------------------------------- | ---------------------------------------------------------------------------------------- |  | 
| | (Mark One)                                   
|
| | [ X ]                                         | QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|
| | For the quarterly period ended March 31, 2002
|
| | [     ]                                       | 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



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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 X No .

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes X No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: The number of shares of
Common Stock, $.001 par value per share, outstanding on March 31, 2002, was
945,607.

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



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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
|PART II                       
|                               | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURES                    
|EXHIBIT INDEX                 
|Exhibit 11                    



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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                                                                                   



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##### Table of Contents






PART I  FINANCIAL INFORMATION




Item 1. Financial Statements.

AGEMARK CORPORATION
 BALANCE SHEET
 March 31, 2002
 (In thousands except share data)
 (Unaudited)
 A S S E T S

|                                     |                                                                                                       |                                            |        |        |        | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------ | ------ | 
|Cash and cash equivalents            |                                                                                                       | $                                          | 308    |       
|Property and equipment, net          |                                                                                                       |                                            | 18,890 |       
|Property held for sale               |                                                                                                       |                                            | 280    |       
|Investment in joint venture          |                                                                                                       |                                            | 123    |       
|Other assets                         |                                                                                                       |                                            | 482    |       
|                                     |                                                                                                       |                                            |        |       
|                                     |                                                                                                       | Total assets                               |        | $      | 20,083 | 
|                                     |                                                                                                       |                                            |        |       
|                                    
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|LIABILITIES                          |                                                                                                       |                                            |        |       
|                                     | Accounts payable and accrued liabilities                                                              |                                            | $      | 2,024  |       
|                                     | Notes payable                                                                                         |                                            |        | 15,077 |       
|                                     | Capitalized lease obligations                                                                         |                                            |        | 39     |       
|                                     |                                                                                                       |                                            |        |       
|                                     |                                                                                                       | Total liabilities                          |        | $      | 17,140 | 
|                                     |                                                                                                       |                                            |        |       
|STOCKHOLDERS EQUITY                 |                                                                                                       |                                            |        |       
|                                     | Common stock, stated value $.001, 20,000,000 shares
authorized, 945,607 shares issued and outstanding |                                            | $      | 1      |       
|                                     | Additional paid in capital                                                                            |                                            |        | 6,669  |       
|                                     | Accumulated deficit                                                                                   |                                            |        | (3,727 | )     
|                                     |                                                                                                       |                                            |        |       
|                                     |                                                                                                       | Total stockholders equity                 |        | $      | 2,943  | 
|                                     |                                                                                                       |                                            |        |       
|                                     |                                                                                                       | Total liabilities and stockholders equity |        | $      | 20,083 | 
|                                     |                                                                                                       |                                            |        |       

See accompanying notes to financial statements.



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AGEMARK CORPORATION
 STATEMENTS OF OPERATIONS
 Three and Six Months Ended March 31, 2002 and 2001
 (In thousands except share data)
 (Unaudited)

|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |       |        |  
|-------------------------------------------- | ------------------------------------ | ----------------------- | --- | ------------------ | ----- | ---------------- | ---- | ----- | ----- | ---- | ---- | ----- | ----- | - | ---- | ----- | ------ | -
|                                             |                                      |                         |     | Three Months Ended |       | Six Months Ended
|                                             |                                      |                         |     | March 31,          |       | March 31,       
|                                             |                                      |                         |     |                    |       |                 
|                                             |                                      |                         |     | 2002               |       | 2001             |      | 2002  |       | 2001
|                                             |                                      |                         |     |                    |       |                  |      |       |       |     
|Revenue                                      |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             | Property gross revenue               |                         | $   | 2,661              |       |                  | $    | 2,662 |       |      | $    | 5,318 |       |   | $    | 5,306 |       
|                                             | Other income                         |                         |     | 1                  |       |                  |      | 4     |       |      |      | 3     |       |   |      | 47    |       
|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             |                                      | Total revenue           |     | $                  | 2,662 |                  |      | $     | 2,666 |      |      | $     | 5,321 |   |      | $     | 5,353  |  
|Expenses                                     |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             | Property operating expenses          |                         | $   | 2,112              |       |                  | $    | 2,293 |       |      | $    | 4,269 |       |   | $    | 4,624 |       
|                                             | Administrative and overhead expenses |                         |     | 176                |       |                  |      | 173   |       |      |      | 340   |       |   |      | 338   |       
|                                             | Stock option compensation            |                         |     | 54                 |       |                  |      | 55    |       |      |      | 107   |       |   |      | 106   |       
|                                             | Interest expense                     |                         |     | 255                |       |                  |      | 248   |       |      |      | 510   |       |   |      | 491   |       
|                                             | Depreciation                         |                         |     | 152                |       |                  |      | 155   |       |      |      | 304   |       |   |      | 313   |       
|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             |                                      | Total expenses          |     | $                  | 2,749 |                  |      | $     | 2,924 |      |      | $     | 5,530 |   |      | $     | 5,872  |  
|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             |                                      | $                       | (87 | )                  |       | $                | (258 | )     |       | $    | (209 | )     |       | $ | (519 | )    
|(Loss) on disposition of property            |                                      |                         |    |                    |       |                  |     |       |       |      |     |       |       |   | (617 | )    
|Equity in net income (loss) of joint venture |                                      |                         | 13  |                    |       |                  |     |       |       |      | 3    |       |       |   | (10  | )    
|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             |                                      | Net (loss)              |     | $                  | (74   | )                |      | $     | (258  | )    |      | $     | (206  | ) |      | $     | (1,146 | )
|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      
|                                             |                                      | (Loss) per common share |     | $                  | (0.08 | )                |      | $     | (0.26 | )    |      | $     | (0.22 | ) |      | $     | (1.15  | )
|                                             |                                      |                         |     |                    |       |                  |      |       |       |      |      |       |       |   |      |      

See accompanying notes to financial statements.



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AGEMARK CORPORATION
 STATEMENT OF STOCKHOLDERS EQUITY
 Six Months Ended March 31, 2002
 (In thousands)
 (Unaudited)

|                            |  |        |   |         |  |             |       |       |  |   |        |   |  |   |       |  
|--------------------------- |  | ------ | - | ------- |  | ----------- | ----- | ----- |  | - | ------ | - |  | - | ----- | -
|                            |  |        |   |         |  | Additional  |       |       |  |   |        |   |  |  
|                            |  | Common |   | Paid-In |  | Accumulated |       |       |  |  
|                            |  | Stock  |   | Capital |  | Deficit     |       | Total
|                            |  |        |   |         |  |             |       |      
|Balance, September 30, 2001 |  | $      | 1 |         |  | $           | 6,562 |       |  | $ | (3,521 | ) |  | $ | 3,042 |  
|Stock option compensation   |  |        |   |         |  |             | 107   |       |  |   |        |   |  |   | 107   |  
|Net (loss)                  |  |        |   |         |  |             |       |       |  |   | (206   | ) |  |   | (206  | )
|                            |  |        |   |         |  |             |       |       |  |   |        |   |  |   |       |  
|Balance, March 31, 2002     |  | $      | 1 |         |  | $           | 6,669 |       |  | $ | (3,727 | ) |  | $ | 2,943 |  
|                            |  |        |   |         |  |             |       |       |  |   |        |   |  |   |       |  

See accompanying notes to financial statements.



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AGEMARK CORPORATION
 STATEMENTS OF CASH FLOWS
 Six Months Ended March 31, 2002 and 2001
 (In thousands)
 (Unaudited)

|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |        |     |     |      |  
|---------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------- | ---------------------------------------------------- | ----------------------------------------- | --- | ---- | --- | ------ | --- | --- | ---- | -
|                                               |                                                                                   |                                                |                                                      |                                           |     | 2002 |     | 2001  
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|CASH FLOWS FROM OPERATING ACTIVITIES           |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               | Net (loss)                                                                        |                                                | $                                                    | (206                                      | )   |      | $   | (1,146 | )  
|                                               | Adjustments to reconcile net (loss) to net cash
provided by operating activities: |                                                |                                                      |                                           |     |      |     |        |    
|                                               |                                                                                   | Depreciation                                   |                                                      |                                           | 304 |      |     |        | 313 |    
|                                               |                                                                                   | Stock option compensation                      |                                                      |                                           | 107 |      |     |        | 106 |    
|                                               |                                                                                   | Loss on disposition of property                |                                                      |                                           |    |      |     |        | 617 |    
|                                               |                                                                                   | Undistributed (income) loss from joint venture |                                                      |                                           | (3  | )    |     |        | 10  |    
|                                               |                                                                                   | Change in assets and liabilities:              |                                                      |                                           |     |      |     |        |     |    
|                                               |                                                                                   |                                                | (Increase) decrease in other assets                  |                                           |     | (5   | )   |        |     | 76  |     
|                                               |                                                                                   |                                                | Increase in accounts payable and accrued liabilities |                                           |     | 21   |     |        |     | 260 |     
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               |                                                                                   |                                                |                                                      | Net cash provided by operating activities |     | $    | 218 |        |     | $   | 236  |  
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|CASH FLOWS FROM INVESTING ACTIVITIES           |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               | Additions to property and equipment                                               |                                                | $                                                    | (126                                      | )   |      | $   | (74    | )  
|                                               | Distributions from (investment in) joint venture                                  |                                                |                                                      | 54                                        |     |      |     | (58    | )  
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               |                                                                                   |                                                |                                                      | Net cash (used in) investing activities   |     | $    | (72 | )      |     | $   | (132 | )
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|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 in cash and cash equivalents |     | $    | 120 |        |     | $   | 41   |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |                                                                                   |                                                | 188                                                  |                                           |     |      | 355 |       
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               |                                                                                   |                                                |                                                      | Cash and cash equivalents, end of period  |     | $    | 308 |        |     | $   | 396  |  
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|SUPPLEMENTAL DISCLOSURES                       |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               | Cash payments for:                                                                |                                                |                                                      |                                           |     |      |     |        |    
|                                               |                                                                                   | Interest                                       |                                                      | $                                         | 410 |      |     | $      | 120 |    
|                                               |                                                                                   |                                                |                                                      |                                           |     |      |     |       
|                                               |                                                                                   | Taxes                                          |                                                      | $                                         | 0   |      |     | $      | 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 six months ended
March 31, 2002, management fees of $99,784 and $199,428,
respectively, and for the three and six months ended March 31, 2001,
management fees of $119,787 and $238,770, respectively, are included
in the property operating expenses on the statement of operations for
services provided by EMI and Opus At March 31, 2002, accounts
payable includes $33,000 owed by the Company to Opus.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For the three and six months ended March 31, 2002 and 2001, 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.



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AGEMARK CORPORATION
 NOTES TO FINANCIAL STATEMENTS

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. Employee Stock Incentive Plan

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

| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Options to purchase up to a total of 237,164 shares of common stock
have been granted at exercise prices ranging from $1.00 to $1.10 per
share to the officers, directors and employees of the Company. The
options will vest as follows:

|                  |  |         |         |           |        |                   |                |  |  |                  |  |  |  |  | 
|----------------- |  | ------- | ------- | --------- | ------ | ----------------- | -------------- |  |  | ---------------- |  |  |  |  | 
|                  |  |         |         |           | 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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 July1, 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, 2002 under APB Opinion 25 was $54,000 and $107,000,
respectively. Total compensation for the three and six months ended
March 31, 2001 under APB Opinion 25 was $55,000 and $106,000,
respectively.



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AGEMARK CORPORATION
 NOTES TO FINANCIAL STATEMENTS

Note 4. Employee Stock Incentive Plan (continued)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 six months
ended March 31, 2002 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. For the three and six months ended March 31,
2001, stock option compensation cost would have decreased by $36,000
and $86,000, respectively, resulting in net losses of $222,000 and
$1,060,000, respectively and losses per common share would have been
$0.22 and $1.06, respectively.



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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, 2002 Compared to the Three Months Ended
March 31, 2001

Property gross revenue decreased from $2,662,000 in the three months
ended March 31, 2001 to $2,661,000 in the three months ended March 31, 2002
reflecting generally higher rental rates offsetting revenues of $134,000 in the
2001 period attributable to closed facilities. Property operating expenses
decreased in the 2002 period to $2,112,000 from $2,293,000 in the 2001 period.
This decrease was attributable primarily to costs associated with closed
facilities. Administrative expenses increased from $173,000 in 2001 to
$176,000 in 2002. Stock option compensation decreased from $55,000 in 2001 to
$54,000 in 2002. Interest expense was $255,000 for the three months ended March
31, 2002 compared to $248,000 for the three months ended March 31, 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 compared to $155,000 in 2001.

Six Months Ended March 31, 2002 Compared to the Six Months Ended
March 31, 2001

Property gross revenue increased from $5,306,000 in the six months ended
March 31, 2001 to $5,318,000 in the six months ended March 31, 2002 reflecting
generally higher rental rates offsetting revenues of $308,000 in the 2001
period attributable to closed facilities. Property operating expenses
decreased in the 2002 period to $4,269,000 from $4,624,000 in the 2001 period.
This decrease was attributable primarily to costs associated with closed
facilities. Administrative expenses increased from $338,000 in 2001 to $340000
in 2002. Stock option compensation increased from $106,000 in 2001 to $107,000
in 2002. Interest expense was $510,000 for the six months ended March 31, 2002
compared to $491,000 for the six months ended March 31, 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 $304,000
in 2002 compared to $313,000 in 2001.

The loss on disposition of property represents a special situation. The
Manitowoc, WI property, which has been operated as an apartment house for
students rather than an assisted living facility, was disposed of at a loss of
$617,000 in December 2000. It was the decision of management to dispose of the
property rather than attempt to renegotiate the settlement of delinquent
property taxes being demanded by the local taxing authority. The decision was
based in part on the estimated future operating costs of the property, the cost
of repairs and improvements required by local building authorities, and the
cash position of the Company. In deciding to make the disposition, management



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judged that the sale value of the property, based on its past and
projected future operations did not approximate the net book value nor did it
merit further investments to hold the property.

The equity in net income (loss) of joint venture reflects the Companys
25% share of operations after depreciation at the joint venture Alzheimers
facility in Cumberland, MD

Liquidity and Capital Resources

Net cash provided by operations during the six months ended March 31, 2002
was $218,000. The largest items offsetting the net loss of $206,000 were
depreciation expense of $304,000 and stock option compensation of $107,000.

The Companys investing activities for the six months ended March 31, 2002
used $72,000. Improvements to the Companys properties used $126,000 offset
by$54,000 of investment and advances repaid by the joint venture in Cumberland,
MD.

The Companys financing activities used $26,000 during six months ended
March 31, 2002 for regularly scheduled principal payments on tax notes.

Cash and cash equivalents at March 31, 2002 totaled $308,000, up $120,000
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 which
resulted in the formation of the Company, the best source of funds to repay and
extend its secured indebtedness is the sale of assets. To that end, management
is seeking buyers for several of its properties in order to repay at least
enough debt to obtain the time extensions available.



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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                                    
|
| | (b)         |  | Reports on Form 8-K. The Registrant filed no reports on Form 8-K during
the quarter ended March 31, 2002.



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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 14, 2002
         
         
         
         
        May 14, 2002 | Richard J. Westin,
Chief Executive Officer
 
 
James P. Tolley,
Chief Financial Officer and
Chief Accounting Officer



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##### Table of Contents






EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-QSB
 FOR AGEMARK CORPORATION

|            |  |                                                      
|----------- |  | -----------------------------------------------------
|Exhibit No. |  | Exhibit Description                                  
|            |  |                                                      
|11          |  | Statement Regarding Computation of Per Share Earnings



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