<PAGE>

                                  UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                   FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended September 30, 2003 OR

[ ]   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
                 (Name of small business issuer in its charter)

            Nevada                                   94-3270169
(State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                  Identification No.)


    2614 Telegraph Avenue
         Berkeley, CA                                   94704
    (Address of Principal                             (ZIP Code)
      Executive Offices)

                    Issuer's telephone number: (510) 548-6600

      Securities registered pursuant to Section 12(b) of the Act: None

      Securities registered pursuant to Section 12(g) of the Act: Common Stock,
par value $.001 per share

      Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

      Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

      State issuer's revenues for its most recent fiscal year: $9,416,000

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the per-share market value of $4.21
as determined by the Board of Directors of the issuer as of September 30, 2003
was $2,809,670.

      Check whether the issuer has 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 a court. Yes [X] No [ ]

      At September 30, 2003 there were 1,045,182 shares of common stock, par
value $.001 per share, of the registrant issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                 Not Applicable.

      Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
PART I.................................................................     3

   Item 1. DESCRIPTION OF BUSINESS.....................................     3

   Item 2. DESCRIPTION OF PROPERTY.....................................    11

   Item 3. LEGAL PROCEEDINGS...........................................    12

   Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........    12

PART II................................................................    14

   Item 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.....    14

   Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...    14

   Item 7. FINANCIAL STATEMENTS........................................    18

   Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE.........................    34

   Item 8A. CONTROLS AND PROCEDURES....................................    34

PART III...............................................................    34

   Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
           PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT..    34

   Item 10. EXECUTIVE COMPENSATION.....................................    35

   Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT..................................................    36

   Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............    37

   Item 13. EXHIBITS AND REPORTS ON FORM 8K............................    40

   Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.....................    41
</TABLE>
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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

      Agemark Corporation (the "Company") owns and operates assisted living
residences, which offer a combination of housing and personalized services for
senior citizens who can no longer live independently but who do not require the
24-hour medical care provided by a skilled nursing facility. During 2003 the
Company operated 7 properties located in non-urban, secondary markets in four
states. The Company currently operates 2 of such properties. The Company's
primary focus is on "private pay" residents, who generally pay for the Company's
services from their own funds, with the help of other family members or through
private insurance.

BACKGROUND AND FORMATION OF THE COMPANY

      The Company was organized in April, 1997 pursuant to an order of the U.S.
Bankruptcy Court dated April 27, 1997 (the "Order") to receive the assets of and
continue the businesses of four reorganized, publicly registered limited
partnerships and two privately held limited partnerships (the "Partnerships").
The Order confirmed the Second Amended Joint Plan of Reorganization (the "Plan")
of the Partnerships filed in January, 1997 and amended in April, 1997. The first
of the property transfers to the Company pursuant to the Plan was accomplished
in January, 1998 and the final transfer took place in July, 1998. A total of
1,000,000 shares of stock were issued to the Partnerships for these properties
as of September 30, 1998 and immediately distributed to their partners.

RECENT EVENTS

      In October of 2003 the Company solicited stockholder approval for the sale
of substantially all of the assets of the Company and the voluntary liquidation
and dissolution of the Company. Both the sale of assets and the liquidation and
dissolution were approved by the Company's stockholders on October 28, 2003. The
Company is in the process of completing the sales of its properties and plans to
liquidate and dissolve in the near future.

THE SENIOR CARE INDUSTRY

      The senior care industry is characterized by a wide range of living
accommodations and health care services. For those who are able to live in a
home setting, home health care and other limited services can be an appropriate
alternative. Community housing or retirement centers, which are commonly
referred to as independent living facilities, are also available to persons who
need modest assistance, such as with meal preparation, housekeeping and laundry.
Assisted living facilities are typically for those persons whose physical or
cognitive frailties have reached a state where independent living accommodations
can no longer provide the level of care required. These people do not need the
continuous medical attention of a skilled nursing facility. Generally, assisted
living facilities provide a combination of housing and 24-hour personal support
services designed to assist seniors with activities of daily living ("ADLs"),
which include


                                       3
<PAGE>
bathing, eating, personal hygiene, grooming, ambulating and dressing. Certain
assisted living facilities also offer higher levels of personal assistance for
residents with Alzheimer's disease or other forms of dementia but always in a
"residential," as compared with a "medical," setting. Skilled nursing facilities
provide care in a comparatively institutional environment. Assisted living
residences provide a "homelike" atmosphere. For example, the Company's
facilities feature carpeted floors compared with the linoleum typically found in
nursing home, and single-occupancy rooms. Additionally, assisted living
residences operated by the Company encourage residents to bring their own, more
familiar furniture, serve meals in dining rooms and provide a wide range of
social programs including outings to shows, museums, movies and the like.

      The senior care industry, including assisted living, is highly fragmented
and characterized by numerous providers whose services, experience and capital
resources vary widely. The Company believes that the assisted living industry is
evolving as the preferred alternative to meet the growing demand for a
cost-effective setting for those seniors who cannot live independently due to
physical or cognitive frailties, but who do not require the more intensive
medical attention provided by a skilled nursing facility. According to the
United States Bureau of the Census, approximately 45% of persons aged 85 years
and older, approximately 24% of persons aged 80 to 84 and approximately 20% of
persons aged 75 to 79 need assistance with ADLs.

SERVICES

      During fiscal 2003 the Company operated assisted living facilities in the
following locations: Rock Island, Illinois; Fort Madison, Iowa; Port Huron,
Michigan; Beatrice, Nebraska; Hastings, Nebraska; Dickinson, North Dakota; and
Williston, North Dakota. Except for the facilities in North Dakota, which are
modern buildings, the facilities operated by the Company in 2003 were located in
historic, renovated hotels, most of which are on the National Register of
Historic Places. The Company's facilities range in size from 64 units to 115
units. See Item 2 -- "Description of Property."

      Assisted Living Properties. The Company's current portfolio of properties
consists of 2 properties, Beatrice, Nebraska and Fort Madison, Iowa. These
properties are aimed at the middle to more affordable price range within the
senior care market. The Company offers a range of assisted living care and
services, which are available 24 hours per day at each of its assisted living
facilities. The services offered by the Company include personal care, support
and certain supplemental services. Personal care services include assistance
with ADLs, such as ambulating, bathing, dressing, eating, grooming, personal
hygiene, monitoring or assistance with medications and confusion management.
Support services include meal preparation, assistance with social and
recreational activities, laundry services, general housekeeping, maintenance
services and transportation services. Supplemental services, which are offered
at an extra charge, include beauty and barber services, extra laundry services
and non-routine care services. The rates for assisted living units at the
Company's facilities range from approximately $1,000 to $2,400 per month,
depending, among other things, on the size of the unit and the location of the
community.

MARKETING AND SALES

      The Company's marketing strategy is intended to create awareness of the
Company and its services among potential residents and their family members and
referral sources, such as


                                       4
<PAGE>
physicians, clergy, local area agencies for the elderly, home health agencies
and social workers. The affiliated management company, Opus X, Inc, provides
coordination and overall strategies for promoting the Company throughout its
markets. Additionally, the Company has hired an outside marketing and public
relations firm to develop marketing materials for the Company as a whole and for
each of the Company's facilities. The Company also relies on print advertising,
yellow pages advertising, direct mail, signage and special events, such as grand
openings for new facilities and community receptions.

COMPETITION

      The health care industry is highly competitive and the Company believes
that the assisted living business will become more competitive in the future.
There are currently few regulatory and other barriers to entry in the assisted
living industry. The Company faces competition for residents and for employees
from numerous local, regional and national providers of facility-based assisted
living and long-term care, including skilled nursing facilities, as well as
medical rehabilitation and home health care providers. Many of the Company's
present and potential competitors are significantly larger or have greater
financial resources than those of the Company. Additionally, some of the
Company's competitors operate on a not-for-profit basis or as charitable
organizations. If the development of new assisted living facilities surpasses
the demand for such facilities in particular markets, such markets could become
saturated. Competition could limit the Company's ability to attract residents
and patients and expand its business and could have a material adverse effect on
the Company's business, results of operations and financial condition.

      The Company believes the primary competitive factors in the senior care
industry are: reputation for, and commitment to, high quality care; quality of
support services offered (such as home health care and food services); price of
services; physical appearance and amenities associated with the facilities; and
location. Because seniors tend to choose senior living facilities near their
homes, the Company's principal competitors are other senior living and long-term
care facilities in the same geographic areas as the Company's facilities. The
Company also competes with other health care businesses with respect to
attracting and retaining nurses, technicians, aides, and other high quality
professional and nonprofessional employees and managers.

GOVERNMENT REGULATION

      The assisted living industry is subject to extensive federal, state and
local regulation. The various layers of governmental regulation affect the
Company's business by controlling its growth, requiring licensure or
certification of its facilities, regulating the use of its facilities and
controlling reimbursement to the Company for services provided. Licensing,
certification and other applicable governmental regulations vary from
jurisdiction to jurisdiction and are revised periodically. It is not possible to
predict the content or impact of future legislation and regulations affecting
the assisted living industry.

      Assisted Living Facilities. The Company's assisted living facilities are
subject to regulation by various state and local agencies. There are currently
no federal laws or regulations specifically governing assisted living
facilities. State requirements relating to the licensing and operation of
assisted living facilities vary from state to state; however, most states
regulate many


                                       5
<PAGE>
aspects of a facility's operations, including physical plant requirements;
resident rights; personnel training and education; requisite levels of resident
independence; administration of medications; safety and evacuation plans; and
the level and nature of services to be provided, including dietary and
housekeeping. In most states, assisted living facilities must also comply with
state and local building and fire codes and certain other licenses or
certifications, such as a food service license, may be required. Assisted living
facilities are subject to periodic survey by governmental agencies with
licensing authority. In certain circumstances, failure to satisfy survey
standards could result in a loss of licensure and closure of a facility.

      Because assisted living facilities historically have not been considered
as traditional health care entities and government and private insurers have not
reimbursed providers for assisted living services, these facilities have not
been subject to the degree of regulation which governs nursing homes and other
health care providers. As assisted living emerges as a cost-effective
alternative to nursing facility care, assisted living facilities could become
subject to more extensive regulation, particularly in the areas of licensure and
reimbursement. The content of such regulations, the extent of any increased
regulation and the impact of any such regulation on the Company cannot be
predicted at this time and there can be no assurance that such regulations will
not adversely affect the Company's business.

      The Company believes the structure and composition of government
regulation of health care will continue to change and, as a result, it regularly
monitors developments in the law. The Company expects to modify its agreements
and operations from time to time as the business and regulatory environment
changes. While the Company believes it will be able to structure all its
agreements and operations in accordance with applicable law, there can be no
assurance that its arrangements will not be successfully challenged.

      Americans with Disabilities Act. Under the Americans with Disabilities Act
of 1990, all places of public accommodation are required to meet certain federal
requirements related to access and use by disabled persons. A number of
additional federal, state and local laws exist which also may require
modifications to existing and planned properties to create access by disabled
persons. While the Company believes that its properties are substantially in
compliance with present requirements or are exempt therefrom, in part because of
their historic value, if required changes involve a greater expenditure than
anticipated or must be made on a more accelerated basis than anticipated,
additional costs would be incurred by the Company. Further, legislation may
impose additional burdens or restrictions with respect to access by disabled
persons, the costs of compliance with which could be substantial.

      Environmental Regulation. The Company is subject to various federal, state
and local environmental laws and regulations. Such laws and regulations often
impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of hazardous or toxic substances. The costs of any
required remediation or removal of these substances could be substantial and the
liability of an owner or operator as to any property is generally not limited
under such laws and regulations and could exceed the property's value and the
aggregate assets of the owner or operator. The presence of these substances, or
failure to remediate such contamination properly, may also affect adversely the
owner's ability to sell or rent the property, or to borrow using the property as
collateral. Under these laws and regulations, an owner, operator or an entity
that arranges for the disposal of hazardous or toxic substances, such as
asbestos-containing


                                       6
<PAGE>
materials, at the disposal site, may also be liable for the costs of any
required remediation or removal of the hazardous or toxic substances at the
disposal site. In connection with the ownership or operation of its properties,
the Company could be liable for these costs, as well as certain other costs,
including governmental fines and injuries to persons or properties.

EMPLOYEES

      As of October 5, 2003, the Company had approximately 209 employees,
including 135 part-time employees. None of the Company's employees are currently
represented by a union. The Company believes that it has a good relationship
with its employees, in part because it provides them with annual cash bonuses, a
stock option program, health care coverage and a 401(k) program.

FACTORS THAT MAY AFFECT RESULTS

      The Company's business, financial condition and results of operations are
subject to many risks, including those discussed under " -- Competition" and "
-- Government Regulation" above and those set forth below.

Risks Relating to the Business

      Limited Operating History. The Company was incorporated in 1997 and began
operations in January 1998 and consequently has a limited operating history.
Accordingly, there can be no assurance that the Company will not incur losses.
Failure to achieve profitability could have a material adverse effect on the
Company's business, results of operations and financial condition.

      Formation from Chapter 11 Proceedings. The Company was formed pursuant to
the Plan of Reorganization, which became effective on September 30, 1998. The
Company's experience with Chapter 11 reorganization has affected the Company's
ability to negotiate favorable trade terms with vendors. The failure to obtain
such favorable terms could have a material adverse effect on the Company's
business, results of operations and financial condition.

      Obtaining Residents and Maintaining Rental Rates. As of September 30,
2003, the senior citizen housing facilities owned and operated by the Company
had a combined occupancy rate of approximately 79%. Occupancy may drop in these
facilities primarily due to changes in the health of residents, increased
competition from other providers of assisted living services that may give
residents more choices with respect to the provision of such services, and
changes in state regulations. Turnover among residents is affected by their
health, and higher turnover can adversely affect the Company's results of
operations. There can be no assurance that, at any time, any of the Company's
facilities will be substantially occupied at assumed rents. In addition, full
occupancy may be achievable only at rental rates below those assumed. The
Company's operating expenses could be affected adversely by a variety of
factors, including the level of services required to retain residents, which in
turn is affected by the age and health of residents. If operating expenses
increase, local rental market conditions may limit the extent to which rents may
be increased. In addition, the failure of the Company to generate sufficient
revenue could result in an inability to make interest and principal payments on
its indebtedness.


                                       7
<PAGE>
      General Real Estate Risks. The performance of the Company's senior citizen
housing facilities is influenced by factors affecting real estate investments,
including the general economic climate and local conditions, such as an
oversupply of, or a reduction in demand for, assisted living residences. Other
factors include the attractiveness of properties to residents, zoning, rent
control, environmental quality regulations or other regulatory restrictions,
competition from other forms of housing and the ability of the Company to
provide adequate maintenance and insurance and to control operating costs,
including maintenance, insurance premiums and real estate taxes. Real estate
investments are also affected by such factors as applicable laws, including tax
laws, interest rates and the availability of financing. Real estate investments
are relatively illiquid and, therefore, limit the ability of the Company to vary
its portfolio promptly in response to changes in economic or other conditions.
Any failure by the Company to operate its senior citizen housing facilities
effectively may have a material adverse effect on the Company's business,
financial condition and results from operations.

      Liability and Insurance. Providing assisted living services involves an
inherent risk of liability. Participants in the senior living and health care
industry are subject to lawsuits alleging negligence or related legal theories,
many of which may involve large claims and significant legal costs. The Company
currently maintains liability insurance intended to cover claims in amounts and
with such coverages and deductibles that it believes are adequate and in keeping
with industry practice. However, claims in excess of the Company's insurance
coverage or claims not covered by the Company's insurance (e.g., claims for
punitive damages) may arise. A successful claim against the Company not covered
by or in excess of the Company's insurance coverage could have a material
adverse effect on the Company's business, results of operations and financial
condition. Claims against the Company, regardless of their merit or eventual
outcome, may also have a material adverse effect upon the Company's reputation
and its ability to attract residents or expand its business. The Company's
insurance policies generally must be renewed annually, and there can be no
assurance that the Company will be able to obtain liability insurance coverage
in the future on acceptable terms, if at all.

      Dependence on Key Personnel. The Company's operations have been
significantly dependent on the contributions of management, and the loss of the
services of the Company's senior officers -- Messrs. Pittore, Tolley and Westin
-- could have a material adverse effect on the Company's business, results of
operations and financial condition. The Company has entered into employment
agreements with each of its senior officers. See Item 10 -- "Executive
Compensation -- Employment Agreements." The Company's success also depends to a
significant extent upon a number of other key employees of the Company,
including the Company's Chief Operating Officer and National Marketing Director.
The loss of the services of one or more of these key employees also could have a
material adverse effect on the Company. The Company does not carry key person
life insurance. In addition, the Company believes that its future success will
depend in part upon its ability to attract and retain additional highly skilled
professional, managerial, sales and marketing personnel. Competition for such
personnel is intense. There can be no assurance that the Company will be
successful in attracting and retaining the personnel that it requires for its
business and planned growth.

      Labor Costs. The Company competes with various health care providers and
other employers for limited qualified and skilled personnel in the markets that
it serves. The Company expects that its labor costs will increase over time.
Currently, none of the Company's employees


                                       8
<PAGE>
is represented by a labor union. If employees of the Company were to unionize,
the Company could incur labor costs higher than those of competitors with
nonunion employees. The Company's business, results of operations and financial
condition could be adversely affected if the Company is unable to control its
labor costs.

      Conflicts of Interest. Certain of the Company's officers and directors
may, by virtue of their investment in or involvement with entities providing
services or office space to the Company have an actual or potential conflict of
interest with the interests of the Company. See Item 12 -- "Certain
Relationships and Related Transactions." From time to time, vendors may require
personal guarantees from the executive officers of the Company and such personal
guarantees may create a conflict of interest for such executive officer.

      Limitation on Payment of Dividends on Capital Stock. Since the Company's
formation in April 1997, the Company has not paid any dividends on its common
stock and does not anticipate doing so in the foreseeable future. Moreover, the
Plan of Reorganization provides that the Company may not declare any dividends
until certain indebtedness specified in the Plan of Reorganization is paid in
full or otherwise satisfied. There can be no assurance that the Company will pay
out any return on its common stock.

      Control by Officers, Directors and Affiliated Entities. The Company's
executive officers, directors and certain entities affiliated with such
directors beneficially own in the aggregate approximately 35.1% of the issued
and outstanding shares of the Company's common stock. See Item 11 -- "Security
Ownership of Certain Beneficial Owners and Management." Such stockholders may
have sufficient voting power to control the outcome of matters (including the
election of directors and any merger, consolidation or sale of all or
substantially all of the Company's assets) submitted to the stockholders for
approval and may be deemed to have effective control over the affairs and
management of the Company. This controlling interest in the Company may also
have the effect of making certain transactions more difficult or impossible,
absent the support of such stockholders. Such transactions could include a proxy
contest, mergers involving the Company, tender offers and open market purchase
programs involving the Company's common stock that could give stockholders of
the Company the opportunity to realize a premium over the then prevailing market
price for their shares of the Company's common stock.

      Anti-Takeover Provisions. Certain provisions of the Company's Bylaws and
Nevada law could have the effect of making it more difficult for a third party
to acquire, or of discouraging a third party from attempting to acquire, control
of the Company. Such provisions could limit the price that certain investors
might be willing to pay in the future for shares of the Company's Common Stock.

Risks Relating to Sale of Assets and Liquidation and Dissolution

      Proceeds May be Insufficient to Meet Needs. The proceeds from the sale of
the Company's assets, recently approved by the Company's stockholders, is
estimated at $10 million. Depending upon the actual purchase prices, the results
of future operations, and the liabilities of the Company at the time of sale of
the assets is completed, the proceeds of the sale of the Company's assets
together with the Company's other assets may not be sufficient to meet


                                       9
<PAGE>
its obligations to creditors. Further, no assurance can be given that the sale
of the Company's assets will allow the Company to pay its creditors. No
assurance can be given that even if the sale of the Company's assets is
completed, the Company will not elect to or be forced into bankruptcy
proceedings.

      Lack of Third Party Fairness Opinion or Recommendation by Independent
Director. In connection with the sale of the Company's assets, the Company has
not obtained a third party fairness opinion regarding the value of the
properties that we are selling, or have sold, or the fairness of the asking
prices and bid prices of the properties. Additionally, the auction process is
designed to find the current fair market value of Agemark's assets. The Board
has not obtained, and will not obtain, a separate recommendation from an
independent director as to the base prices or asking prices of the properties.
As a result, the prices we have assigned to the properties may not reflect the
actual value of the properties, which may result in a lower return for the
Company's stockholders.

      Short Term Sales May Not Maximize Stockholder Value. Because the Company
is seeking to consummate the Sale of Assets in the near to short term in order
to minimize the losses associated with operating the Company, the Company's
Stockholders may not realize the long term value of their investment.

      No Distribution to Stockholders. While our expectation is that
approximately three million to four million dollars may be available for
distribution to stockholders in the liquidation following the sale of the
Company's assets, the sale of assets may not produce proceeds sufficient to
allow any distribution to stockholders. No assurance can be given that the sale
of the Company's assets may be consummated or that its consummation will be
sufficient to permit the Company to manage or satisfy its existing obligations,
or that if the sale of the Company's assets is consummated, that the Company
will be able to dispose of the remaining assets in a manner which will lead to a
distribution to the stockholders.

      We might not be able to receive reasonable value from the sale of our
assets. The value that stockholders may ultimately realize as a result of the
sale of the Company's assets and the liquidation of Agemark is dependent in part
on the proceeds received from the sale of the assets or other disposition of our
operating assets. It may be difficult to obtain a favorable return when selling
the operating assets in connection with the liquidation and dissolution of
Agemark. The total value stockholders receive upon liquidation is subject to
many variables and risks. Stockholders will also receive distributions from the
liquidating trust, the timing of which will be at the discretion of the trustee,
unless the trustee determines that any such distribution would be inconsistent
with the purposes of the trust. Later, if there are assets remaining in the
liquidating trust, after the trustee is satisfied that all liabilities of
Agemark are paid, the beneficial owners of the trust will receive cash in
connection with the liquidation of the trust. The value of what stockholders
receive will be a product of various factors and risks including:

      -     the proceeds received from the sale or other disposition of our
            operating assets;

      -     the amount of Agemark's actual and potential liabilities, such as
            any payments made in connection with our secured obligations.


                                       10
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

      The following table sets forth, as of September 30, 2003, certain
information as to the facilities owned by the Company:

<TABLE>
<CAPTION>
                                        No. of     Year        Year
          Facility Location              Beds     Built   Reopened(1)  Date Sold
-----------------------------------     ------    -----   -----------  ---------
<S>                                     <C>       <C>     <C>          <C>
Rock Island, Illinois                     92       1926      1990      9/11/03
Fort Madison, Iowa                        75       1954      1988
Port Huron, Michigan                      72       1896      1990      10/10/03
Beatrice, Nebraska                        64       1934      1989
Hastings, Nebraska                        80       1914      1988      9/23/03
Dickinson, North Dakota                   78       1980      1990      10/9/03
Williston, North Dakota                  115       1983      1988      12/31/03
</TABLE>

----------
(1)   "Year Reopened" refers to the year in which the facility was reopened as
      an assisted living facility, after renovation of the historic property.
      The Company's facilities at Dickinson, North Dakota and Williston, North
      Dakota are not historic properties.

      The Company's properties were subject to secured indebtedness and accrued
interest of approximately $13,000,000. Management negotiated an agreement with
the debt holder to reduce this amount to $6,100,000. That agreement was
confirmed on September 26, 2003. The total reduced amount of the secured
indebtedness of $6,100,000 was repaid in full by October 10, 2003 as a result of
the transactions discussed below.

      The Company is in the process of selling all of its properties. On
September 11, 2003 the Company sold its Rock Island, Illinois property to an
independent third party. Proceeds of $1,872,000 were used to repay secured
indebtedness. On September 23, 2003 the Company sold its Hastings, Nebraska
property to officers and directors Richard J. Westin and Jesse A. Pittore and
former employee Martin Hug. Proceeds of $1,612,000 were used to repay secured
indebtedness. Subsequent to the end of the fiscal year, the Company sold its
Dickinson, North Dakota, Port Huron, Michigan and Williston, North Dakota
properties. On October 9, 2003 the Company sold its Dickinson, North Dakota
property to officers and directors Richard J. Westn and Jesse A. Pittore.
Proceeds of $1,588,000 were used to repay secured indebtedness. On October 10,
2003 the Company sold its Port Huron, Michigan property to an independent third
party. Proceeds of $1,028,000 were used to repay secured indebtedness and the
Company retained approximately $300,000. On December 31, 2003 the Company sold
its Williston, North Dakota property to an independent third party. Proceeds of
$2,375,000 have been retained by the Company.

      As indicated above, the purchasers in two of the transactions are
affiliates of the Company. Both Richard J. Westin and Jesse A. Pittore are
officers and directors of the Company. Their offers for these property interests
were tested in an auction process that took place during the month of August,
2003. The auction was advertised in the national edition of


                                       11
<PAGE>
the Wall Street Journal and regional newspapers . These advertisements produced
approximately 10 responses for additional information. Each of the respondents
to the advertisements was sent additional information regarding the property and
the auction process. No further interest in either property was expressed by any
of these respondents. None of the respondents pursued the auction further by
visiting the property or bidding on the property. The auction was held on August
31, 2003. The only bids made on the property were those by Messrs Westin and
Pittore.


      All remaining properties owned by the Company are for sale pursuant the
Plan of Liquidation approved by stockholders October 28, 2003.

      The Company currently maintains insurance on its properties in amounts and
with such coverages and deductibles that it believes are adequate and in keeping
with industry practice. The Company also believes that its properties are
suitable for their use as assisted living facilities.

      The Company leases its headquarters in Berkeley, California from The
Waterford Company, which is owned by members of Mr. Westin's family, for $24,000
per year and on terms and conditions that the Company's believes are at or more
favorable than prevailing market rates. See Item 12 -- "Certain Relationships
and Related Transactions."

ITEM 3. LEGAL PROCEEDINGS

      The Company was formed pursuant to the Plan of Reorganization, which was
proposed by the Partnerships in January 1997 and confirmed by the bankruptcy
court on September 30, 1998. See Item 1 -- "Business -- Formation of the Company
and Plan of Reorganization."

      From time to time, the Company is party to litigation arising out in the
ordinary course of business. The Company believes that no pending legal
proceeding will have a material adverse effect on the Company's business,
financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On October 28, 2003, subsequent to the end of our fiscal year, the
following matters were submitted to and approved by a vote of the stockholders
with the results of the voting being as shown:

      Proposal to approve the sale of substantially all of the assets of the
Company, including its facilities located in: Beatrice Nebraska; Fort Madison,
Iowa; Port Huron, Michigan; Dickinson, North Dakota; Williston, North Dakota;
Cumberland, Maryland; Chanute, Kansas; and Rock Island, Illinois.


<TABLE>
<S>                                          <C>
For:                                         670,280
Against:                                       2,445
Abstained:                                     6,337
</TABLE>


                                       12
<PAGE>
      Proposal to approve the voluntary liquidation and dissolution of the
Company pursuant to the Plan of Liquidation and Dissolution submitted to
stockholders.


<TABLE>
<S>                                          <C>
For:                                         668,939
Against:                                       2,191
Abstained:                                     7,932
</TABLE>

      Proposal to elect a director to serve until the 2006 Annual Meeting of
Stockholders and thereafter until his successor is elected and qualified.

<TABLE>
<CAPTION>
       NOMINEE              FOR               WITHHELD AUTHORITY
-------------------     ----------            ------------------
<S>                     <C>                   <C>
Richard Westin            654,860                   24,202
</TABLE>


      Proposal to ratify the appointment of Timpson Garcia as our independent
accountants for the fiscal year ending September 30, 2003:

<TABLE>
<S>                                          <C>
For:                                         668,201
Against:                                       3,070
Abstained:                                     7,791
</TABLE>


                                       13
<PAGE>
ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      There is currently no public trading market for the Company's Common
Stock. As of December 15, 2003, there were 3,755 stockholders of record.

      The outstanding Common Stock of the Company issued pursuant to the Plan of
Reorganization is freely tradable by reason of the exemption from registration
provided by section 1145 of the Bankruptcy Code.

      The Plan of Reorganization prohibits the Company from declaring any
dividends on its Common Stock until certain of the notes issued pursuant to the
Plan of Reorganization are paid in full or otherwise satisfied. Since the
Company's formation in April 1997, the Company has not paid any dividends on its
common stock and does not anticipate doing so in the foreseeable future.

      In December 1998, the stockholders of the Company approved the adoption of
the Company's 1997 Employee Stock Incentive Plan, a stock option plan for
certain employees and directors. As of September 30, 2003, options to purchase
up to a total of 237,164 shares of common stock were granted at exercise prices
ranging from $1.00 to $1.10 per share to the officers and directors of the
Company. The Company relied on the exemption from the registration requirements
of the Securities Act provided by Rule 701 under the Securities Act.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      When used in this discussion, the words "expects," "anticipates,"
"estimates," and similar expressions are intended to identify forward-looking
statements. Such statements, which include statements as to the adequacy of the
Company's capital resources, the ability to obtain new sources of capital, and
the ability to service its debt obligations as they become due, are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, but are not limited
to, those risks discussed below, as well as the matters discussed in "Factors
That May Affect Results." See Item 1 -- "Description of Business -- Factors That
May Affect Results." These forward-looking statements speak only as of the date
hereof. The Company expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.

RESULTS OF OPERATIONS

OVERVIEW

      The application of various accounting rules has resulted in
reclassifications of current and prior year operating results and the
characterization of results from most of the Company's properties as being from
Discontinued Operations.


                                       14
<PAGE>
TWELVE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE TWELVE MONTHS ENDED
SEPTEMBER 30, 2002

CONTINUING OPERATIONS

      Property gross revenue decreased from $2,496,000 for the twelve months
ended September 30, 2002 to $2,477,000 for the twelve months ended September 30,
2003, reflecting lower occupancy at the Company's Port Huron, MI property.

      Payments on the Company's secured indebtedness were allowed to be deferred
during a moratorium period from June, 2000 through January, 2001. To the extent
amounts have been expended to make improvements to the Company's Hastings, NE
property these payments have been forgiven. During the period ended September
30, 2002, $89,000was paid or incurred for such improvements.

      For several years management of the Company has been negotiating with the
holder of the Company's secured indebtedness for a reduction in the amount of
the indebtedness and a forgiveness of the interest accrued on the secured
indebtedness. On September 26, 2003 the court which controls the operations of
the holder of the secured indebtedness approved and confirmed the forgiveness of
a total of $6,937,000 of principal and interest to an agreed amount of
$6,100,000.

      Other income decreased from $8,000 in 2002 to $2,000 in 2003.

      Property operating expenses increased from $2,109,000 in the 2002 period
to $2,271,000 in the 2003 period, reflecting higher costs of providing higher
levels of services primarily driven by higher personnel and insurance costs.

      Administrative and overhead expenses increased from $687,000 in the 2002
period to $799,000 in the 2003 period. The increase reflects primarily an
increase in legal costs relating to the filing and approval of the Company's
2003 proxy solicitation. Administrative and overhead expenses for the 2003
period consisted of $553,000 in salaries and other personnel-related costs
including employee benefits, payroll taxes and travel expenses; legal and
accounting expenses of $137,000; office and occupancy costs of $39,000; and
other administrative costs of $70,000. Administrative and overhead expenses for
the 2002 period consisted of $510,000 in salaries and other personnel-related
costs including employee benefits, payroll taxes and travel expenses; legal and
accounting expenses of $55,000; office and occupancy costs of $35,000; and other
administrative costs of $87,000.

      Stock option compensation decreased from $215,000 during the 2002 period
to $182,000 during the 2003 period, reflecting fewer options being ceded in the
2002 period.

      Interest expense decreased from $182,000 in the 2002 period to $36,000 in
the 2003 due to lower amounts outstanding and agreement with the holder of the
secured indebtedness to halt the accrual of additional interest.


                                       15
<PAGE>
DISCONTINUED OPERATIONS

      Operations classified as discontinued are those attributed to long-lived
assets both reduced in carrying value and either held for sale or sold in the
fiscal year or later. Those assets consist of Chanute, KS, Beatrice, NE, Fort
Madison, IA, Williston, ND, Rock Island, IL and Hastings, NE in 2003 and all of
those plus Cumberland, MD in 2002.

      Property gross revenue decreased from $8,101,000 for the twelve months
ended September 30, 2002 to $6,670,000 for the twelve months ended September 30,
2003, reflecting no operations in the 2003 period for the Cumberland, MD
property which was sold in August, 2002 offset by higher rental rates in the
2003 period. In general, higher rates reflect an increase in the kinds and
quantities of services being provided to residents.

      Property operating expenses decreased from $6,470,000 in the 2002 period
to $5,724,000 in the 2003 period, reflecting higher costs of providing higher
levels of services primarily driven by higher personnel and insurance costs
offsetting no costs for the Cumberland, MD property which was sold in August,
2002.

      Interest expense decreased from $843,000 in the 2002 period to $558,000 in
the 2003 due to lower amounts outstanding and agreement with the holder of the
secured indebtedness to halt the accrual of additional interest

      Depreciation decreased from $496,000 in 2002 to $334,000 in 2003
reflecting primarily the sale of the Cumberland, MD in August, 2002.

      Gain on sale of $376,000 in 2003 reflects the gain on the sale of the
Company's Rock Island, IL and Hastings, NE properties. The loss on sale in 2002
reflects the loss on the sale of the Company's Cumberland, MD property.

      The loss from write down of long-lived assets of $4,136,000 for 2003
reflects the write down to fair values of the Company's Beatrice, NE, Fort
Madison, IA and Williston, ND properties. The 2002 write down is attributable to
the Company's Chanute, KS property.

      The gain on sale of joint venture interest of $98,000 is attributable to
the Company's interest in the Countryhouse, LLC joint venture sold in August,
2002. The equity in net income of joint venture reflects the Company's share of
the joint venture net income for 2002.

LIQUIDITY AND CAPITAL RESOURCES

      Cash and cash equivalents decreased from $519,000 at September 30, 2002 to
$34,000 at September 30, 2003. Net cash used in operations was $571,000 in the
2003 period compared to net cash provided by operations of $313,000 in the 2002
period. This change was primarily due to higher operating and administrative
costs and the reduction of accrued payables.

      Net cash provided by investing activities in the 2003 period was
$3,523,000 consisting of sales proceeds of $3,831,000 from the sale of the
Company's Rock Island, IL and Hastings, NE properties. Offsetting these were
additions to property and equipment of $308,000 at the Company's facilities. Net
cash provided by investing activities was $2,507,000 in 2002,


                                       16
<PAGE>
consisting of sales proceeds of $200,000 from the sale of the Company's interest
in the joint venture , sales proceeds of $2,543,000 from the sale of the
facility in Cumberland, MD and the recovery of $90,000 in advances to the joint
venture. Offsetting these were additions to property and equipment of $326,000
at the Company's facilities.

      Net cash used in financing activities in the 2003 period was $3,437,000
consisting primarily of regular and special principal payments of $3,563,000 on
secured notes payable and tax notes and $24,000 on capital lease obligations
offset by loan proceeds of $150,000 in the form of a short term note to officer
and director Richard J. Westin. Net cash used in financing activities in the
2002 period was $2,489,000 consisting primarily of regular and special principal
payments of $2,485,000 on secured notes payable and tax notes.

      Virtually all of the Company's long-term debt has been forgiven or repaid
between September 11, 2003 and October 10, 2003. The approval by stockholders
the sale of substantially all assets and the liquidation and dissolution of the
Company on October 28, directs management to sell the assets and distribute the
net proceeds to stockholders. As of December 31, 2003 the Company owns only
three remaining properties which it holds for sale: Chanute, KS, Beatrice, NE
and Fort Madison, IA.

IMPACT OF INFLATION

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


                                       17
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                               AGEMARK CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                        <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                            19

FINANCIAL STATEMENTS

Balance sheet as of September 30, 2003                                        20

Statements of operations for the years ended September 30, 2003 and 2002      21

Statements of stockholders' equity for the years ended September 30, 2003
  and 2002                                                                    22

Statements of cash flows for the years ended September 30, 2003 and 2002      23

Notes to financial statements                                              24-33
</TABLE>


                                       18
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and
Board of Directors of
Agemark Corporation

We have audited the accompanying balance sheet of AGEMARK CORPORATION (a Nevada
corporation) as of September 30, 2003, and the related statements of operations,
stockholders' equity, and cash flows for the years ended September 30, 2003 and
2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AGEMARK CORPORATION as of
September 30, 2003 and the results of its operations and its cash flows for the
years ended September 30, 2003 and 2002 in conformity with accounting principles
generally accepted in the United States of America.

As disclosed in Note 16 to the financial statements, on October 28, 2003 the
stockholders of the Company voted to approve the liquidation of substantially
all of the Company's assets and the dissolution of the Company.

                                                TIMPSON GARCIA, LLP

Oakland, California
December 19, 2003, except for Note 16, as to which the date is December 31, 2003


                                       19
<PAGE>
                               AGEMARK CORPORATION

                                  BALANCE SHEET

                               SEPTEMBER 30, 2003

                                 (IN THOUSANDS)

<TABLE>
<S>                                                             <C>
                                     ASSETS

Cash and cash equivalents                                       $    34
Note receivable                                                     400
Property and equipment, net                                          12
Property and equipment, net, held for sale                        3,475
Impaired assets to be disposed of by sale                         3,719
Other assets                                                        425
                                                                -------
           Total assets                                         $ 8,065
                                                                =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

   Accounts payable and accrued liabilities                     $   575
   Vehicle loans                                                      6
   Note payable to officer and director                             150
   Notes payable                                                  2,647
                                                                -------
           Total liabilities                                    $ 3,378
                                                                =======

STOCKHOLDERS' EQUITY

   Common stock, stated value $.001, 20,000,000 shares
    authorized, 1,045,182 shares issued and outstanding         $     1
   Additional paid in capital                                     6,992
   Stock notes receivable                                          (204)
   Accumulated (deficit)                                         (2,102)
                                                                -------
           Total stockholders' equity                           $ 4,687
                                                                -------
           Total liabilities and stockholders' equity           $ 8,065
                                                                =======
</TABLE>


See accompanying notes to financial statements.


                                       20
<PAGE>
                               AGEMARK CORPORATION

                            STATEMENTS OF OPERATIONS

                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002

                                 (IN THOUSANDS )

<TABLE>
<CAPTION>
                                                               2003          2002
                                                             -------       -------
<S>                                                          <C>           <C>
Revenue
    Property gross revenue                                   $ 2,477       $ 2,496
    Interest and principal forgiven                            6,937            89
    Other income                                                   2             8
                                                             -------       -------
          Total revenue                                      $ 9,416       $ 2,593
                                                             -------       -------
Expenses
    Property operating expenses                              $ 2,271       $ 2,109
    Administrative and overhead expenses                         799           687
    Stock option compensation                                    182           215
    Interest expense                                              36           182
    Depreciation                                                  76           101
                                                             -------       -------
          Total expenses                                     $ 3,364       $ 3,294
                                                             -------       -------
          Income (loss) from continuing operations           $ 6,052       $  (701)
                                                             -------       -------

Discontinued operations of facilities to be disposed of
  Gain on sale of joint venture interest                          --            98
  Gain (loss) on sale of property                            $   376       $  (607)
  (Loss) from write down of long lived assets                 (4,136)          (25)
  Gain from operation of facilities                               54           296
  Equity in net income of joint venture                           --            18
                                                             -------       -------
          (Loss) on discontinued operations                  $(3,706)      $  (220)
                                                             -------       -------
          Income (loss) before income taxes                  $ 2,346       $  (921)
Income tax expense                                                 2             4
                                                             -------       -------
          Net income (loss)                                  $ 2,344       $  (925)
                                                             =======       =======
</TABLE>


See accompanying notes to financial statements.


                                       21
<PAGE>
                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                          YEAR ENDED SEPTEMBER 30, 2003

                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                   ADDITIONAL                        STOCK
                      COMMON        PAID-IN         UNEARNED         NOTES        ACCUMULATED
                       STOCK        CAPITAL       COMPENSATION     RECEIVABLE      (DEFICIT)       TOTAL
                    ----------     ----------      ----------      ----------     ----------     ----------
<S>                 <C>            <C>            <C>              <C>            <C>            <C>
Balance,
September 30,
2002 .              $        1     $    7,152      $     (171)     $     (204)    $   (4,446)    $    2,332
Stock option
compensation                               11             171                                           182
Stock  redeemed                          (171)                                                         (171)
Net income                                                                             2,344          2,344
                    ----------     ----------      ----------      ----------     ----------     ----------
Balance,
September 30,
           2003     $        1     $    6,992      $      -0-      $     (204)    $   (2,102)    $    4,687
                    ==========     ==========      ==========      ==========     ==========     ==========
</TABLE>


                                       22
<PAGE>
                               AGEMARK CORPORATION

                            STATEMENTS OF CASH FLOWS

                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                   2003            2002
                                                                 -------         -------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                             $ 2,344         $  (925)
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
      Depreciation                                                   412             597
      Interest and principal forgiven                             (6,937)            (89)
      (Gain) on sale of joint venture interest                        --             (98)
      (Gain) loss on disposition of property                        (376)            607
      Loss from write down of long-lived assets                    4,136              25
      Stock option compensation                                      182             215
      Loan costs expensed                                             --               2
      Undistributed income from joint venture                         --             (18)
      Change in assets and liabilities:                               --
        (Increase) decrease in other assets                           57              (7)
        Increase (decrease) in accounts payable and
        accrued liabilities                                         (389)              4
                                                                 -------         -------
          Net cash provided by (used in) operating
          activities                                             $  (571)        $   313
                                                                 -------         -------

CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property and equipment                           $  (308)        $  (326)
   Proceeds from sale of joint venture interest                       --             200
   Proceeds from sale of facilities                                3,831           2,543
   Distributions from joint venture                                   --              90
                                                                 -------         -------
          Net cash provided by investing activities              $ 3,523         $ 2,507
                                                                 -------         -------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                                   $   150         $    --
   Proceeds from vehicle loans                                        --              32
   Principal payments on notes payable and vehicle loans          (3,563)         (2,485)
   Principal payments on capital lease obligations                   (24)            (36)
                                                                 -------         -------
          Net cash (used in) financing activities                $(3,437)        $(2,489)
                                                                 -------         -------

          Net increase (decrease) in cash and cash
          equivalents                                            $  (485)        $   331

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                         519             188
                                                                 -------         -------
          Cash and cash equivalents, end of year                 $    34         $   519
                                                                 =======         =======

SUPPLEMENTAL DISCLOSURES Cash payments for:
      Interest                                                   $   439         $   826
      Taxes                                                      $     2         $     4

   Noncash investing and financing activities:
      Stock redeemed in connection with sales of property        $   171         $    61
      Note payable cancelled on sale of facility                                 $   550
</TABLE>


See accompanying notes to financial statements.


                                       23
<PAGE>
                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

         Organization:

            Agemark Corporation (the "Company") was organized in April, 1997
            pursuant to an order of the U.S. Bankruptcy Court dated April 27,
            1997 (the "Order") to receive the assets of and continue the
            businesses of four reorganized, publicly registered limited
            partnerships and two privately held limited partnerships (the
            "Partnerships"). The Order confirmed the Second Amended Joint Plan
            of Reorganization (the "Plan") of the Partnerships filed in January,
            1997 and amended in April, 1997. The first of the property transfers
            to the Company pursuant to the Plan was accomplished in January,
            1998 and the final transfer took place in July, 1998. A total of
            1,000,000 shares of stock were issued to the Partnerships for these
            properties as of September 30, 1998 and immediately distributed to
            their partners.

            In accordance with the Plan, a total of ten properties were
            transferred to the Company. Since 1998, the Company has sold four of
            its properties. As of September 30, 2003, the Company owns
            properties in Beatrice, NE, Fort Madison, IA, Chanute, KS,
            Williston, ND, Port Huron, MI and Dickinson, ND. Subsequent to
            September 30, 2003, the properties in Dickinson, Port Huron and
            Williston have been sold. (See Note 16).

            All of the above locations are operated as senior residential and
            assisted living facilities, except for the Chanute location, which
            was closed in May, 2001. These facilities provide an apartment style
            residence, three meals per day, housekeeping, transportation,
            activities and 24-hour non-medical assistance to elderly residents
            for a monthly fee. Revenues are received directly from residents,
            their family or another responsible party. Services are generally
            not covered by government or private insurance programs, except in
            North Dakota, where the state government provides limited subsidies.
            Resident fee income is recognized when services are rendered.

         Use of Estimates:

            Management uses estimates and assumptions in preparing financial
            statements. Those estimates and assumptions affect the reported
            amounts of assets and liabilities, and the reported revenues and
            expenses. Actual results could differ from those estimates.


                                  (Continued)
                                       24
<PAGE>
NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Property and Equipment:

            Property and equipment transferred to the Company pursuant to the
            Plan is carried at amounts stated in the Plan. Additions to property
            and equipment are stated at cost. Depreciation of buildings is
            computed using the straight-line method over estimated useful lives
            of forty years. Personal property is depreciated using the
            straight-line method over useful lives of fifteen years.

            In accordance with SFAS No. 144, Impairment or Disposal of
            Long-lived Assets, these long-lived assets are reviewed to determine
            whether any events or changes in circumstances indicate that the
            carrying amount of the asset may not be recoverable. The Company
            bases its evaluation on such impairment indicators as the nature of
            the assets, the future economic benefit of the assets, any
            historical or future profitability measurements, as well as other
            external market conditions or factors that may be present. If such
            impairment indicators are present or other factors exist that
            indicate that the carrying amount of the asset may not be
            recoverable, the Company determines whether an impairment has
            occurred through the use of an undiscounted cash flows analysis of
            assets at the lowest level for which identifiable cash flow exists.
            If an impairment has occurred, the Company recognizes a loss for the
            difference between the carrying amount and the estimated value of
            the asset.

         Investment in Joint Venture:

            The Company has adopted the equity method of accounting for 20% or
            more owned investee companies. Under this method, the Company's
            equity in the earnings or losses of these companies is reflected in
            the Company's earnings.

         Income Taxes:

            Income taxes are provided for the tax effects of transactions
            reported in the financial statements and consist of taxes currently
            due plus deferred taxes. Deferred taxes are recognized for
            differences between the basis of assets and liabilities for
            financial statement and income tax purposes. The differences relate
            primarily to the accrual of compensated absences that are not
            deductible for income tax purposes, stock options and differences
            between the carrying amounts of the property and equipment for
            income tax and financial statement purposes. As of September 30,
            2003 these differences were not material.

            Deferred taxes are also recognized for operating losses that are
            available to offset future taxable income.


                                       25
<PAGE>
NOTE 1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Stock-Based Compensation:

            The Company has elected to account for its stock option plan under
            Accounting Principles Board Opinion No. 25, Accounting for Stock
            Issued to Employees. Accordingly, no compensation expense has been
            recognized for the stock option grants.

         Cash and Cash Equivalents:

            For purposes of the statement of cash flows, the Company considers
            all money market funds purchased with a maturity of three months or
            less to be cash equivalents.

NOTE 2.  NOTE RECEIVABLE

         This note was received as part of the proceeds of the sale of the Rock
         Island, IL facility and is secured by a second mortgage on the
         property. The note, dated September 11, 2003 bears interest at one
         percent in excess of the interest rate charged on the first mortgage
         note. Interest accrues and no payments are required until maturity in
         2008. The current interest rate is 6.5%.

NOTE 3.  PROPERTY AND EQUIPMENT

         At June 30, 2003 the Company evaluated all of its assets. The result of
         this evaluation was a substantial reduction in the carrying values of
         these assets to reflect their fair values. Only the Company's Port
         Huron, MI and Dickinson, ND properties were not reduced in value. The
         property located in Chanute, KS was previously written down to its
         estimated value in 2002. These properties are classified as property
         and equipment, net, held for sale in the financial statements. The Port
         Huron, MI and Dickinson, ND properties were sold subsequent to
         September 30, 2003.

         Impaired assets to be disposed of by sale consist of the properties
         located in Beatrice, NE, Fort Madison, IA and Williston, ND. The
         Williston, ND property was sold subsequent to September 30, 2003.

NOTE 4.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

         Accounts payable and accrued liabilities consist of normal and
         recurring operating liabilities such as trade payables and current real
         property taxes.


                                       26
<PAGE>
NOTE 5.  VEHICLE LOANS

         During 2002, the Company financed the purchase of an automobile at one
         of its facilities. The loan is secured by the automobile, bears
         interest at 3.9%, and requires monthly payments of principal and
         interest of $392 through January 2005. This loan was assumed by the
         buyer of the property when it was sold December 31, 2003.

NOTE 6.  NOTE PAYABLE TO OFFICER AND DIRECTOR

         On September 11, 2003 the Company borrowed $150,000 from officer and
         director Richard J. Westin. The note bears interest at 5% and was
         repaid with interest on November 5, 2003.

NOTE 7.  NOTES PAYABLE

         Notes payable (in thousands) consist of the following at September 30,
         2003:

<TABLE>
<S>                                    <C>
Notes secured by real estate           $2,616
Tax notes                                  31
                                       ------
   Total notes payable                 $2,647
                                       ======
</TABLE>


         By agreement with the holder of the secured notes, the outstanding
         balance of the notes was reduced by $5,881,000 ($5.39 per share) on
         September 26, 2003 to an agreed amount of $6,100,000. In addition, all
         accrued and unpaid interest, which amounted to $1,056,000 ($.97 per
         share), was forgiven. In two sale transactions that were completed
         prior to September 30, 2003 proceeds of $3,484,000 were applied to the
         outstanding balance of the notes. The remaining balance of $2,616,000
         was paid subsequent to September 30, 2003 from subsequent sales.

         The tax notes bear interest at 8% per annum. Payments of interest and
         principal are due semi-annually each January and July in the amount of
         $5,886 through January, 2004 and each February and August in the amount
         of $26,638 through February, 2004.

NOTE 8.  TRANSACTIONS WITH AFFILIATES

         The Company contracts with Opus X, Inc. ("OPUS") for the management of
         its owned and operated properties. OPUS is co-owned by Richard J.
         Westin and Jesse A. Pittore, directors and officers of the Company.
         Compensation for these management services is 3.75 % of gross income
         paid monthly. Management fees of $342,962 and $397,404 for the years
         ended September 30, 2003 and 2002, respectively, are included in the
         property operating expenses on the statement of operations for services
         provided by OPUS. At September 30, 2003, accounts payable includes
         $28,580 owed by the Company to OPUS.


                                       27

<PAGE>
NOTE  8. TRANSACTIONS WITH AFFILIATES (CONTINUED)

         The Company rents its corporate headquarters in Berkeley, CA pursuant
         to a lease between the Company and the Waterford Company, which is
         owned by members of Richard J. Westin's family. The lease was written
         for a one-year term starting October 1, 1998 at a rent of $2,000 per
         month and automatically renews 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.

         For the years ended September 30, 2003 and 2002, administrative
         expenses include rent for the Company's headquarters in the amount of
         $24,000 paid pursuant to the above lease between the Company and the
         Waterford Company.

         During 1999, the Company entered into a joint venture agreement with
         entities controlled by Richard J. Westin and Jesse A. Pittore,
         directors and officers of the Company (see Note 9).

         During 2002, entities controlled by Richard J. Westin and Jesse A.
         Pittore, directors and officers of the Company, purchased the Company's
         interests in the joint venture discussed above and in Note 9 and the
         Cumberland, MD facility (see Note 10).

         During 2003, entities controlled by Richard J. Westin and Jesse A.
         Pittore purchased the Hastings, NE and Dickinson, ND (see Notes 10 and
         16).

NOTE  9. INVESTMENT IN JOINT VENTURE

         During 1999, the Company entered into an agreement with entities
         controlled by Richard J. Westin and Jesse A. Pittore, directors and
         officers of the Company, to jointly develop, build and operate an
         Alzheimer's facility in Cumberland, MD. The agreement provided, in
         part, for the Company to contribute land located adjacent to its
         Cumberland, MD facility upon which the Alzheimer's facility was built.
         The Westin and Pittore entities funded all of the costs to build,
         furnish and operate the facility. For its contribution of land, the
         Company received a 25% ownership interest and 25% of all net income and
         proceeds from the operation of the facility. This facility began
         operations in August, 2000.

         The following information (in thousands) summarizes the activity of the
         joint venture since its inception:

<TABLE>
<S>                                   <C>
Land contributed to joint venture     $ 130
Distributions net of advances           (40)
Company's share of net income            12
                                      -----
Investment in joint venture           $ 102
                                      =====
</TABLE>

         On July 1, 2002, the Company sold its interest in the joint venture to
         the Westin and Pittore entities for $200,000 in cash for a gain of
         $98,000.



                                       28
<PAGE>
NOTE  10. GAIN (LOSS) ON SALE OF PROPERTIES

         In September , 2003 the Company sold its facilities in Rock Island, IL
         and Hastings, NE as follows:

<TABLE>
<S>                                                       <C>
Sales price                                               $ 4,600,000
Credit for repairs                                           (200,000)
Note receivable                                              (400,000)
Costs of sale                                                (169,000)
                                                          -----------
Net proceeds from sale                                    $ 3,831,000
Carrying value of assets sold, net of note receivable       3,455,000
                                                          -----------
Gain on disposition of facilities                         $   376,000
                                                          ===========
</TABLE>

         On August 31, 2002, the Company sold its facility located in
         Cumberland, MD to entities controlled by Richard J. Westin and Jesse A.
         Pittore, directors and officers of the Company, as follows:

<TABLE>
<S>                                                          <C>
Sales price                                                  $ 3,300,000
Credit for repairs                                              (200,000)
Related party note cancelled                                    (550,000)
Costs of sale                                                     (7,000)
                                                             -----------
Net proceeds from sale                                       $ 2,543,000
Carrying value of assets sold, net of related party note       3,150,000
                                                             -----------
(Loss) on disposition of facility                            $  (607,000)
                                                             ===========
</TABLE>

NOTE  11. LOSS FROM WRITE-DOWN OF LONG-LIVED ASSETS

         On August 26, 2002, the Company signed an agreement to sell its
         property located in Chanute, KS for $275,000 to an unaffiliated buyer.
         The contract provides for a 5% commission to an unaffiliated broker and
         was conditional until October 15, 2002. On the basis of this contract,
         the carrying value of the property of $280,000 was further written down
         by $25,000. to $255,000.

         At June 30, 2003 the Company evaluated all of its long-lived assets in
         accordance with SFAS No. 144. As a result of that evaluation the
         Beatrice, NE, Fort Madison, IA and Williston, ND properties were
         reduced by $4,136,000 to a fair value of $3,719,000. The Williston, ND
         property was subsequently sold on December 31, 2003 for its approximate
         fair value.



                                       29
<PAGE>
NOTE  12. INCOME TAXES

         Income taxes consist of the following:

<TABLE>
<CAPTION>
                                                    2003         2002
                                                  -------      -------
<S>                                               <C>          <C>
Federal statutory income tax (benefit) at 34%     $ 2,265      $  (232)
State franchise taxes                                   2            4
Valuation allowance change during the period       (2,265)         232
                                                  -------      -------
          Income tax expense                      $     2      $     4
                                                  =======      =======
</TABLE>


         As of September 30, 2003, the differences between the basis of assets
         and liabilities for financial statement and income tax purposes and
         operating loss that are available to offset future taxable income are
         not material.

NOTE  13. 401(K) SAVINGS PLAN

         The Company has adopted a Savings Plan effective July 1, 1998 (the
         "401(k) Plan") that is intended to qualify under Section 401(k) of the
         Internal Revenue Code. After completing twelve months of service,
         employees that are at least twenty-one years of age are eligible to
         participate in the 401(k) Plan by contributing up to 15% of their gross
         income to the 401(k) Plan subject to Internal Revenue Service
         restrictions. The Company may make contributions to the 401(k) Plan at
         the discretion of the Board of Directors, but such contributions are
         not required. For the years ended September 30, 2003 and 2002, no
         contributions to the 401(k) Plan were made by the Company.

NOTE  14. EARNINGS (LOSS) PER COMMON SHARE

         In accordance with Statement of Financial Accounting Standards No. 128,
         Earnings per Share, the Company is required to present both basic and
         diluted earnings (loss) per common share.

         For the year ended September 30, 2003 the weighted average common
         shares outstanding is 1,091,864 for the calculation of basic earnings
         per common share. For the year ended September 30, 2002 the weighted
         average common shares outstanding is 1,000,232 shares for the
         calculation of basic loss per common share. Diluted earnings or loss
         per common share is computed on the basis of the weighted average
         number of common shares outstanding plus the effect, if any, of
         outstanding stock options using the "treasury stock" method. During
         2003 the weighted average number of common shares outstanding for this
         purpose is 1,108,414. For 2002, the impact of the stock options are
         anti-dilutive and, accordingly, are not included in the calculation of
         diluted loss per common share.



                                       30
<PAGE>
NOTE  14.EARNINGS (LOSS) PER COMMON SHARE (CONTINUED)

<TABLE>
<CAPTION>
                                                 2003        2002
                                                ------      ------
<S>                                             <C>         <C>
Basic earnings per share

    Income (loss) from operations               $ 5.54      $(.70)

    (Loss) on discontinued operations           $(3.39)     $(.22)

    Net income (loss)                           $ 2.15      $(.92)

Diluted earnings per share

    Income (loss) from continuing operations    $ 5.45      $(.70)

    (Loss) on discontinued operations           $(3.34)     $(.22)

    Net income (loss)                           $ 2.11      $(.92)

</TABLE>



NOTE  15. 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:



                                       31
<PAGE>
<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>


         The stock of the Company has not been listed for sale on any public
         exchange. For purposes of accounting for compensation expense arising
         from the granting of stock options under APB Opinion No. 25, the book
         value of $5.97 per share on September 30, 1998 has been used in the
         absence of any other reliable market information. In the case of the
         166,666 options which fully vest July 1, 1999, the compensation
         represented by the difference between the $1.10 exercise price and the
         $5.97 net book value is being recognized over the 57 months remaining
         of the terms of the employment contracts of the officers to whom the
         options were granted. The compensation attributable to the remaining
         70,498 options is being recognized over their respective vesting
         periods. Total compensation for the years ended September 30, 2003 and
         2002 under APB Opinion No. 25 was approximately $182,000 and $215,000.

         If the Company had used the fair value based method of accounting for
         its employee stock incentive plan, as prescribed by SFAS No. 123, stock
         option compensation cost in the statement of operations for the year
         ended September 30, 2002 would have decreased by $171,000, resulting in
         a net loss of $754,000 and the basic loss per common share would have
         been $0.75. For the year ended September 30, 2003 stock option
         compensation costs would have decreased by $171,000, resulting in a net
         income of $2,515,000 and the basic earnings per common share would have
         been $2.30.



                                       32
<PAGE>
NOTE  16. SUBSEQUENT EVENTS

         On October 9, 2003 the Company sold its Dickinson, ND property to
         affiliates Richard J. Westin and Jesse A. Pittore.

         On October 10, 2003 the Company sold its Port Huron, MI property to an
         independent third party.

         On October 28, 2003 the stockholders of the Company voted to approve
         the liquidation of substantially all of the Company's assets and the
         dissolution of the Company.

         On December 31, 2003 the Company sold its Williston, ND property to an
         independent third party.



                                       33
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

      (a) 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 under Rule 13a-14(c) promulgated under the Securities Exchange
Act of 1934, as amended. Based upon that 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
report.

      (b) There has been no change in our internal controls over financial
reporting during the quarter ended September 30, 2003 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.



                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

      As of September 30, 2003, the directors and executive officers and their
respective ages of the Company are as follows:

<TABLE>
<CAPTION>
                          NAME                               AGE                       POSITION
                          ----                               ---                       --------
<S>                                                          <C>     <C>
Richard J. Westin....................................        62      Director, Co-Chairman of the Board, Chief Executive
                                                                     Officer and Secretary
Jesse A. Pittore.....................................        63      Director, Co-Chairman of the Board, President
Robert R. Herrick, M.D...............................        64      Director
James P. Tolley......................................        60      Treasurer and Chief Financial Officer
</TABLE>

      The business experience of the Company's directors and executive officers,
including each such person's principal occupations and employment during the
last five years, is summarized below.

      Richard J. Westin has been Director, Co-Chairman of the Board of
Directors, Chief Executive Officer and Secretary of the Company since its
incorporation in April 1997. From 1986 until 1998, Mr. Westin served as
President of The Westor Financial Group, Inc., now, Opus X Inc. ("Opus"), a
company specializing in financing the development of assisted living facilities
across the county. Mr. Westin received his B.A. degree from the University of
North Carolina at Chapel Hill and his Juris Doctor degree from the University of
California's Hastings College of the Law.



                                       34
<PAGE>
      Jesse A. Pittore has been Director, Co-Chairman of the Board of Directors,
President and Chief Operating Officer of the Company since its incorporation in
April 1997. From 1986 until 1998, Mr. Pittore was Chairman of the Board of Opus.
Mr. Pittore holds a Bachelor of Science degree in Industrial Engineering and
Business Management from the University of California, Berkeley.

      Robert R. Herrick, M.D. has been a Director of the Company since January
1998. Dr. Herrick has been in private practice in neurology in Northern
California since 1971. In 1997, he served as Chief of Staff to Doctors' Medical
Center in San Pablo, California and currently serves as President of the Board
of Governors of that hospital. Dr. Herrick received his bachelor's degree from
Oberlin College in Ohio and his medical degree from the University of Chicago
Medical School.

      James P. Tolley has been Treasurer and Chief Financial Officer of the
Company since its incorporation in April 1997. From 1988 to present, he has
served as Controller of Opus. Mr. Tolley is a Certified Public Accountant and
holds a Bachelor of Science degree from California State University, San
Francisco.

      SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Under the
securities laws of the United States, the Company's directors, executive
officers and any persons holding more than 10% of the Company's Common Stock are
required to report their initial ownership of the Company's Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established and the Company is
required to identify in this Annual Report on Form 10-KSB those persons who
failed to timely file these reports. Based on a review of the Company's records,
all of the filing requirements were satisfied for the fiscal year ended
September 30, 2003.

      CODE OF ETHICS. The Company has adopted a code of ethics that applies to
its principal executive officer and principal financial officer, or persons
performing similar functions. A copy of this code of ethics will be provided
free of charge upon request.

ITEM 10. EXECUTIVE COMPENSATION

      Pursuant to the Plan of Reorganization, for two years after the effective
date of the Plan of Reorganization, which period ended on September 30, 2000,
Messrs. Westin and Pittore have agreed not to accept more than $1,000 per month
in salary for their services as officers of the Company. The Plan also provides
that neither of Messrs. Westin nor Pittore may receive compensation for his
services as director of the Company except for stock options and other
perquisites as set forth in each of their employment agreements. See " --
Employment Agreements" below. Dr. Herrick, who is a nonemployee director
received a payment of $25,000 for his services from June 1, 2002 to May 31, 2003
which was paid in October, 2002.



                                       35
<PAGE>
                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                                 LONG-TERM
                                                                                               COMPENSATION
                                                                    ANNUAL COMPENSATION            AWARDS
                                                                    -------------------            ------
                                                                                                SECURITIES
                                                                                                UNDERLYING              ALL OTHER
               NAME AND PRINCIPAL POSITION                YEAR    SALARY            BONUS       OPTIONS/SARS         COMPENSATION(1)
               ---------------------------                ----    ------            -----       ------------         ---------------
<S>                                                       <C>     <C>               <C>         <C>                  <C>
Richard J. Westin.....................................    2003    $ 24,000              --           --              $     12,000
   Co-Chairman of the Board and Chief                     2002      24,000              --           --                    12,000
   Executive Officer                                      2001      12,000              --           --                    12,000
Jesse A. Pittore......................................    2003      24,000              --           --                    12,000
   Co-Chairman of the                                     2002      24,000              --           --                    12,000
   Board and President                                    2001      12,000              --           --                    12,000
Robert R. Herrick, M.D................................    2003      16,667              --                                     --
   Director                                               2002       8,332              --                                     --
                                                          2001          --              --        1,000                        --
James P. Tolley.......................................    2003     138,000              --           --                        --
   Chief Financial Officer                                2002     133,500              --           --                        --
                                                          2001     120,000              --           --                        --
</TABLE>


(1)   Car and travel allowance of $1,000 per month.

EMPLOYMENT AGREEMENTS

      Each of Messrs. Pittore and Westin have entered into an employment
agreement with the Company dated as of September 30, 1998. Each of the
employment agreements provide that from October 1, 1998 through September 30,
2001, each shall be paid a salary at the annual rate of $12,000. The employment
agreements further provide that thereafter, the salary to be paid to each shall
be in the discretion of the board of directors, but in no case shall such
salary be less than $240,000 per year. These contracts expired on September 30,
2001 and were not extended. Beginning in October 2001, Messrs. Pittore and
Westin have each been paid an annual salary of $24,000, and each has waived
payment of the remaining portion of their salaries in an effort to conserve the
Company's cash.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table shows as of December 15, 2003 (i) the beneficial
owners of more than 5% of the outstanding Common Stock of the Company and their
holdings and (ii) the number of shares held by each director and each executive
officer listed in the table under the section titled "Executive Compensation"
below and all directors and executive officers as group, as reported by each
person. Except as noted, each person has sole voting and investment power over
shares indicated in the table.



                                       36
<PAGE>
<TABLE>
<CAPTION>
                                                  AMOUNT AND NATURE OF COMMON
                                                   STOCK BENEFICIALLY OWNED
                                                   ------------------------
                                                   NUMBER OF        PERCENT
  COMMON STOCK HOLDER                              SHARES         OF CLASS
  -------------------                               ------         --------
<S>                                               <C>             <C>
DIRECTORS AND OTHER EXECUTIVE OFFICERS
Jesse A. Pittore ..............................     173,869          16.6
Richard J. Westin .............................     173,869          16.6
Robert Herrick, M.D ...........................       4,131             *
James P. Tolley ...............................      28,850(1)        2.8
Directors and Officers as a Group (4 persons) .     380,719          36.3
</TABLE>


----------
*     Less than 1%

(1)   Includes 2,917 shares that Mr. Tolley could acquire by exercising options
      within 60 days of December 31, 2003.

STOCK INCENTIVE PLAN

      In December 1998, the stockholders of the Company 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>

                                37
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Evergreen, which is jointly owned by Messrs. Westin and Pittore, managed
all of the Company's properties under management agreements that were
substantially amended pursuant to the Plan of Reorganization through the month
of May, 2001. The Company and Evergreen entered into individual contracts for
each of the facilities owned by the Company. Each management contract's initial
term is three years, and Evergreen has the option to extend each management
contract for an additional three year term. The management fee paid pursuant to
each management contract is based on a percentage of gross revenues of the
property, with the contract management fee being 4.5% prior to October 1, 2001
and 3.75% thereafter. The existing contracts were assigned to Opus X, Inc., also
an affiliate of Westin and Pittore on June 1, 2001. The following table sets
forth the management fees earned by Evergreen and Opus for each property for the
years ended September 30, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                            MANAGEMENT FEES
                                                                         ---------------------
      FACILITY LOCATION (DATE SOLD)                                        2003         2002
      -----------------------------                                        ----         ----
<S>                              <C> <C>                                 <C>          <C>
Rock Island, Illinois (September 11, 2003)                               $ 45,107     $ 48,895
Fort Madison, Iowa                                                         50,377       53,903
Cumberland, Maryland (August 28, 2002)                                        -0-       58,871
Port Huron, Michigan (October 10, 2003)                                    33,113       37,320
Beatrice, Nebraska                                                         35,279       34,416
Hastings, Nebraska(September 23, 2003)                                     63,029       51,346
Dickinson, North Dakota(October 9, 2003)                                   59,771       56,286
Williston, North Dakota (December 31, 2003)                                56,286       56,367
                                                                         --------     --------
            Total                                                        $342,962     $397,404
</TABLE>

      The Company leases its headquarters in Berkeley, California from The
Waterford Company, which is owned by members of Mr. Westin's family, for $24,000
per year and on terms and conditions that the Company's believes are at or more
favorable than prevailing market rates. See Item 2 -- "Description of Property."

      On September 23, 2003 the Company sold its property located in Hastings,
NE to entities controlled by Richard J. Westin and Jesse A. Pittore. The
purchase price was paid by a combination of cash and the cancellation of 40,617
shares of Agemark Common Stock at an estimated liquidation value of $4.20 per
share.

      On October 9, 2003 the Company sold its property located in Dickinson, ND
to entities controlled by Richard J. Westin and Jesse A. Pittore. The purchase
price was paid by a combination of cash and the cancellation of approximately
149,000 shares of Agemark Common Stock at an estimated liquidation value of
$4.20 per share.

      As indicated above, the purchasers in two of the transactions are
affiliates of the Company. Both Richard J. Westin and Jesse A. Pittore are
officers and directors of the Company. Their offers for these property interests
were tested in an auction process that took


                                       38
<PAGE>
place during the month of August, 2003. The auction was advertised in the
national edition of the Wall Street Journal and regional newspapers . These
advertisements produced approximately 10 responses for additional information.
Each of the respondents to the advertisements was sent additional information
regarding the property and the auction process. No further interest in either
property was expressed by any of these respondents. None of the respondents
pursued the auction further by visiting the property or bidding on the property.
The auction was held on August 31, 2003. The only bids made on the property were
those by Messrs Westin and Pittore.


                                       39
<PAGE>
ITEM 13. FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Exhibit List.

          EXHIBIT                           DESCRIPTION
          -------                           -----------

          3.1*          Articles of Incorporation

          3.2*          Bylaws

          10.1*         Order Confirming Debtors' Second Amended Joint Plan of
                        Reorganization dated April 29, 1997

          10.2*         Amended Modification of Debtors' Second Amended Joint
                        Plan of Reorganization dated April 24, 1997

          10.3*         Debtors' Second Amended Joint Plan of Reorganization
                        dated January 15, 1997

          10.4*         Employment Agreement between the Company and Jesse A.
                        Pittore

          10.5*         Employment Agreement between the Company and Richard J.
                        Westin


          10.6*         1997 Employee Stock Incentive Plan

          10.7*         Form of management contract between Evergreen
                        Management, Inc. and the Company

          10.8**        Lease Agreement between The Waterford Company and
                        Westor Financial Group, Inc.

          10.9***       Purchase Agreement dated May 1, 2002 by and between
                        Jesse A. Pittore, Richard Westin and Agemark Corporation

          14.1          Code of Ethics

          24            Power of Attorney (see page 42)

          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


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

*     Incorporated by reference to the registrant's Form 10-SB filed on January
      29, 1999.

**    Incorporated by reference to Amendment No. 1 to Form 10-SB filed on
      September 17, 1999.

***   Incorporated by reference to Report on Form 8-K filed on September 13,
      2002

      (b)   Reports on Form 8-K.: September 13, 2002 Reporting the Sale of
            Cumberland, MD Property Interests


                                       40
<PAGE>
41

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      During fiscal years 2003 and 2002 Timpson Garcia, the Company's
independent auditor, billed the Company the fees set forth below:

<TABLE>
<CAPTION>
Service                2003       2002
<S>                    <C>        <C>
Audit fees             24,363     22,963
Audit related fees     -0-        -0-
Tax fees               -0-        -0-
All other fees         -0-        -0-

</TABLE>




                                       41
<PAGE>
                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

      Date: January 12, 2004

AGEMARK CORPORATION                             AGEMARK CORPORATION



By  /s/ Richard J. Westin                  By      /s/ James P. Tolley
   -------------------------                  ------------------------
       Richard J. Westin                             James P. Tolley
    Chief Executive Officer                      Chief Financial Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard J. Westin and James P. Tolley,
and each of them, his true and lawful attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
report on Form 10-KSB and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact or their
substitute or substitutes may do or cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dated indicated.

<TABLE>
<CAPTION>
            Signature                                         Title                                         Date

<S>                                    <C>                                                          <C>
     /s/ Richard J. Westin             Chief Executive Officer and Director                         January 12, 2004
---------------------------------      (Principal Executive Officer)
          Richard J. Westin


      /s/ James P. Tolley              Chief Financial Officer (Principal                           January 12, 2004
---------------------------------       Financial Officer and
           James P. Tolley             Principal Accounting Officer)

     /s/ Jesse A. Pittore              President and Director                                       January 12, 2004
---------------------------------
          Jesse A. Pittore

     /s/ Robert R. Herrick             Director                                                     January 12, 2004
---------------------------------
       Robert R. Herrick, M.D.
</TABLE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

No such annual report or proxy material has been sent to security holders.



                                       42
<PAGE>
                                EXHIBIT INDEX TO

                          ANNUAL REPORT ON FORM 10-KSB

                             FOR AGEMARK CORPORATION

          EXHIBIT                           DESCRIPTION
          -------                           -----------

          3.1*          Articles of Incorporation

          3.2*          Bylaws

          10.1*         Order Confirming Debtors' Second Amended Joint Plan of
                        Reorganization dated April 29, 1997

          10.2*         Amended Modification of Debtors' Second Amended Joint
                        Plan of Reorganization dated April 24, 1997

          10.3*         Debtors' Second Amended Joint Plan of Reorganization
                        dated January 15, 1997

          10.4*         Employment Agreement between the Company and Jesse A.
                        Pittore

          10.5*         Employment Agreement between the Company and Richard J.
                        Westin


          10.6*         1997 Employee Stock Incentive Plan

          10.7*         Form of management contract between Evergreen
                        Management, Inc. and the Company

          10.8**        Lease Agreement between The Waterford Company and
                        Westor Financial Group, Inc.

          10.9***       Purchase Agreement dated May 1, 2002 by and between
                        Jesse A. Pittore, Richard Westin and Agemark Corporation

          14.1          Code of Ethics

          24            Power of Attorney (see page 42)

          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


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

*     Incorporated by reference to the registrant's Form 10-SB filed on January
      29, 1999.

**    Incorporated by reference to Amendment No. 1 to Form 10-SB filed on
      September 17, 1999.

***   Incorporated by reference to Report on Form 8-K filed on September 13,
      2002




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