<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 JUNE 30, 2004

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

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                             COMMISSION FILE NUMBER
                                    000-25313

                               AGEMARK CORPORATION
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

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

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

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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The number of shares of Common
Stock, $.001 par value per share, outstanding on June 30, 2004 was 975,302

      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

                                        JUNE 30, 2004

                                 (In thousands)




<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                   <C>
Cash and cash equivalents                                             $    218
Note receivable                                                            416
Stock notes receivable from officers and directors                         112
Property and equipment held for sale                                       188
Impaired assets to be disposed of by sale                                1,412
Other assets                                                               290
                                                                      --------

                                                                      $  2,636
                                                                      --------


                                   LIABILITIES

Accounts payable and accrued liabilities                              $    206
                                                                      --------

                                                                      $    206
                                                                      --------


                      Net assets in liquidation                       $  2,430
                                                                      ========
</TABLE>


See accompanying notes to financial statements.



                                      -3-
<PAGE>
                               AGEMARK CORPORATION

                       STATEMENT OF LIQUIDATING ACTIVITIES

                    Three and Six Months Ended June 30, 2004

                                 (In thousands)
<TABLE>
<CAPTION>
                                                                         Three Months       Nine Months
                                                                             Ended             Ended
                                                                        June 30, 2004      June 30, 2004
                                                                        -------------      -------------
<S>                                                                     <C>                <C>
Sources of additional cash
     Property operations, net                                              $    (6)           $    71


Additional uses of cash
     Payment of partial liquidating dividend                                 1,951              1,951
     Payment of overhead expenses                                               80                319
                                                                           -------            -------

              (Decrease) in net assets in liquidation before adjustments   $(2,037)           $(2,199)


Net assets in liquidation, beginning of period                               4,462              4,891


Adjustment of beginning net assets
     Interest accrued on notes receivable                                        5                 40
     Write-down of home office equipment                                                          (12)
     Increase in other assets                                                    5                 41
     Carrying value of assets sold, net of liabilities settled                  (5)              (331)
                                                                           -------            -------


               Net assets in liquidation, end of period                    $ 2,430            $ 2,430
                                                                           =======            =======
</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 as "Other expenses". 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
      in the year they can be estimated. 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 and nine months
      ended June 30, 2004 management fees of $29,184 and $88,238, respectively,
      are included in the property operations on the statement of liquidating
      activities for services provided by Opus. At June 30, 2004, accounts
      payable includes $9,500 owed by the Company to Opus.

      For the nine months ended June 30, 2004 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 was
      terminated by the parties on December 31, 2003.

      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. 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%. On March 31, 2004 the remaining 35,415 $1.00
      options were exercised. 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              (56,498)             1.00
                                    --------

  Options outstanding                     -0-
                                    =========
</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 AND NINE MONTHS ENDED JUNE 30, 2004

      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 and nine months ended June 30, 2004 consisted primarily
of salaries and benefits, and legal, accounting, printing and postage costs
relating to the proxy solicitation in October, 2003, and corporate alternative
minimum taxes 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. On May 21, 2004
the Company made a partial liquidating dividend totaling $1,950,604 calculated
at $2 per outstanding share. Results to date indicate a remaining liquidation
value of between $2 and $3 per share based on estimated values for the remainder
of the Company's real estate assets.

ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we evaluated
the effectiveness of our disclosure controls and procedures, as such term is
defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934,
as amended. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.

There were no significant changes to our internal controls during our most
recent quarter that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.


                                      -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 June 30, 2004.



                                      -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



August 16, 2004                                      /s/ RICHARD J. WESTIN
                                              ----------------------------------
                                                      Richard J. Westin,
                                                    Chief Executive Officer



August 16, 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-