<PAGE>

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

                              --------------------

                                   FORM 10-QSB

       (MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

         [ ]       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)

<TABLE>
<S>                                                         <C>
              NEVADA                                            94-32701689
     (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)
</TABLE>

                2614 TELEGRAPH AVENUE, BERKELEY, CALIFORNIA 94704
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 548-6600

                              --------------------

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No ____.

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The number of shares of
Common Stock, $.001 par value per share, outstanding on December 30, 2003 was
909,203.

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

                                      -1-



<PAGE>



                                TABLE OF CONTENTS

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

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

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

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

PART II.  OTHER INFORMATION

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

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

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

                                      -2-


<PAGE>


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               AGEMARK CORPORATION

                STATEMENT OF NET ASSETS AVAILABLE FOR LIQUIDATION

                               December 31, 2003

                                 (In thousands)

<TABLE>
                     ASSETS
<S>                                                     <C>
Cash and cash equivalents                               $2,523
Note receivable                                            406
Stock notes receivable from officers and directors         122
Property and equipment held for sale                       188
Impaired assets to be disposed of by sale                1,412
Other assets                                               110
                                                        ------

                                                        $4,761
                                                        ------



                     LIABILITIES

Accounts payable and accrued liabilities                $  261
Tax notes payable                                            5
                                                        ------

                                                        $  266
                                                        ------



                Net assets in liquidation               $4,495
                                                        ======
</TABLE>


See accompanying notes to financial statements.



<PAGE>




                               AGEMARK CORPORATION

                       STATEMENT OF LIQUIDATING ACTIVITIES

                      Three Months Ended December 31, 2003

                                 (In thousands)

<TABLE>
<S>                                                                             <C>
Sources of additional cash
     Property operations, net                                                   $   102


Additional uses of cash
     Payment of overhead expenses                                                   182
                                                                                -------


                (Decrease) in net assets in liquidation before adjustments      $   (80)


Beginning net assets at September 30, 2003                                        4,891


Adjustment of beginning net assets
     Interest accrued on notes receivable                                            22
     Write-down of home office equipment                                            (12)
     Carrying value of assets sold, net of liabilities settled                     (326)
                                                                                -------



                Ending net assets in liquidation                                $ 4,495
                                                                                =======
</TABLE>



See accompanying notes to financial statements.

                                      -4-





<PAGE>


                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

         Effective October 28, 2003, the Company received an affirmative vote of
         its shareholders to liquidate and dissolve. Accordingly, it has
         revalued its assets and liabilities to the amounts expected to be
         collected and paid during the liquidation. The effect of the
         revaluation is included in the statement of liquidating activities.
         It is not presently determinable whether the amounts
         realizable from the disposition of the remaining assets or the amounts
         that creditors will agree to accept in settlement of the obligations
         due them will differ materially from the amounts shown in the
         accompanying financial statements. Differences between the revalued
         amounts and actual cash transactions will be reported when they
         are known. The interim financial statements included herein have
         been prepared by the Company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations, although the Company believes that the disclosures are
         adequate to make the information presented not misleading.

         These statements reflect all adjustments, consisting of normal
         recurring adjustments which, in the opinion of management, are
         necessary for fair presentation of the information contained therein.
         It is suggested that these interim financial statements be read in
         conjunction with the financial statements and notes thereto included in
         the Company's annual report on Form 10-KSB for the year ended September
         30, 2003.

NOTE 2.  TRANSACTIONS WITH AFFILIATES

         The Company has contracted with Opus X, Inc.("Opus") for the management
         of its properties. Opus is co-owned by Richard J. Westin and Jesse A.
         Pittore, directors and officers of the Company. Compensation for these
         management services is 5% of gross income. For the three months ended
         December 31, 2003 management fees of $48,345 are included in the
         property operations on the statement of liquidating activities for
         services provided by Opus. At December 31, 2003, accounts payable
         includes $16,042 owed by the Company to Opus.

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

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

NOTE 3.  DISPOSITION OF PROPERTIES

         The sales price of the Dickinson, ND property was $2,350,000 (see
         note 2). On October 10, 2003 the Company sold its Port Huron,
         MI property to an independent third party for $1,325,000.
         On December 31, 2003 the Company sold its Williston, ND property to
         an independent third party for $2,400,000.

                                      -5-




<PAGE>


                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4.  EMPLOYEE STOCK INCENTIVE PLAN

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

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

<TABLE>
<CAPTION>
                                   Shares            Exercise Price
      Date of Grant               Granted              Per Share         Date Fully Vested
     ---------------              -------            ---------------     -----------------
<S>                               <C>                <C>                 <C>
     January 1, 1999                 166,666             $1.10           July 1, 1999
     January 1, 1999                   1,000              1.00           January 1, 2000
     January 1, 1999                  42,750              1.00           January 1, 2003
     April 1, 1999                    18,748              1.00           April 1, 2001
     November 10, 1999                 5,000              1.00           November 1, 2001
     December 22,1999                  3,000              1.00           December 1, 2000
                                    --------
                Total                237,164
        Options ceded                (14,000)             1.00
    Options exercised               (166,666)             1.10
    Options exercised                (21,083)             1.00
                                    --------
  Options outstanding                 35,415              1.00
                                    ========
</TABLE>


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

                                      -6-



<PAGE>




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

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2003

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

LIQUIDITY AND CAPITAL RESOURCES

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

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.

                                      -7-




<PAGE>


                           PART II- OTHER INFORMATION

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

         (a) Exhibits.

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

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

                                      -8-



<PAGE>


                                   SIGNATURES

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

                                        AGEMARK CORPORATION

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

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

                                      -9-


<PAGE>




                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION

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

                                      -10-