UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-QSB/A


(Mark One)

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

		For the quarterly period ended June 30, 2003

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

		For the transition period from to

Commission File Number
000-25313

AGEMARK CORPORATION

(Exact name of small business issuer as specified in its charter)


NEVADA		94-32701689
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2614 Telegraph Avenue, Berkeley, California 94704
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number, including area code: (510) 548-6600

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: The number of shares of Common Stock, $.001 par value per share, outstanding on June 30, 2003, was 1,109,481.

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

TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements.
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Controls and Procedures
SIGNATURES
EXHIBIT INDEX
Exhibit 11
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

TABLE OF CONTENTS


	Page

PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements		2
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
ITEM 3 Controls and Procedures		13
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K		14
SIGNATURES		15
EXHIBIT INDEX		16

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

AGEMARK CORPORATION

BALANCE SHEET

June 30, 2003

(In thousands except share data)

(Unaudited)


ASSETS
Cash and cash equivalents			$	169
Property and equipment, net				12
Property and equipment, net, held for sale				3,455
Impaired assets to be disposed of by sale				3,890
Impaired assets to be held and used				3,752
Other assets				572

		Total assets	$	11,850

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
	Accounts payable and accrued liabilities		$	2,132
	Vehicle loans			29
	Capitalized lease obligations			64
	Notes payable			12,042

		Total liabilities	$	14,267

STOCKHOLDERS’ EQUITY
	Common stock, stated value $.001, 20,000,000 shares authorized, 1,109,481 shares issued and outstanding		$	1
	Additional paid in capital			7,163
	Unearned compensation			(42	)
	Stock notes receivable			(204	)
	Accumulated deficit			(9,334	)

		Total stockholders’ equity	$	(2,416	)

		Total liabilities and stockholders’ equity	$	11,850

See accompanying notes to financial statements.

AGEMARK CORPORATION

STATEMENTS OF OPERATIONS

Three and Nine Months Ended June 30, 2003 and 2002

(In thousands except share data)

(Unaudited)


				Three Months Ended						Nine Months Ended
				June 30,						June 30,

				2003			2002			2003			2002

Revenue
		Property gross revenue		$	1,524		$	2,012		$	4,660		$	6,020
		Other income						4			3			7

			Total revenue	$	1,524		$	2,016		$	4,663		$	6,027

Expenses
		Property operating expenses		$	1,357		$	1,633		$	4,167		$	4,909
		Administrative and overhead expenses			204			173			581			502
		Stock option compensation			43			53			140			160
		Interest expense			109			171			326			508
		Depreciation			85			113			257			340

			Total expenses	$	1,798		$	2,143		$	5,471		$	6,419

				$	(274	)	$	(127	)	$	(808	)	$	(392	)
Loss from write down of long lived asset to be held and used					(3,431	)					(3,431	)
Gain on disposition of property											6
Equity in net income (loss) of joint venture								15						17

			(Loss) from continuing operations	$	(3,705	)	$	(112	)	$	(4,233	)	$	(375	)
Discontinued operations of facilities to be disposed of by sale
	Loss from write down of long lived assets				(705	)					(705	)
	Gain from operation of facilities				59			31			50			87

			Gain (loss) on discontinued operations		(646	)		31			(655	)		87
			Net (loss)		(4,351	)		(81	)		(4,888	)		(288	)

			(Loss) per common share	$	(3.92	)	$	(0.08	)	$	(4.41	)	$	(0.30	)

See accompanying notes to financial statements.

AGEMARK CORPORATION

STATEMENT OF STOCKHOLDERS’ EQUITY

Nine Months Ended June 30, 2003

(In thousands)


			Additional
	Common		Paid-In		Unearned			Stock Notes			Accumulated
	Stock		Capital		Compensation			Receivable			(Deficit)			Total

Balance, September 30, 2002	$	1	$	7,152	$	(171	)	$	(204	)	$	(4,446	)	$	2,332
Stock option compensation				11		129									140
Net (loss)												(4,888	)		(4,888	)

Balance, June 30, 2003	$	1	$	7,163	$	(42	)	$	(204	)	$	(9,334	)	$	(2,416	)

AGEMARK CORPORATION

STATEMENTS OF CASH FLOWS

Nine Months Ended June 30, 2003 and 2002

(In thousands)

(Unaudited)


					2003			2002

CASH FLOWS FROM OPERATING ACTIVITIES
	Net (loss)				$	(4,888	)	$	(288	)
	Adjustments to reconcile net (loss) to net cash provided by operating activities:
		Depreciation				377			457
		Stock option compensation				140			160
		Loss from write down of long-lived assets				4,136
		Gain on disposition of property				(6	)
		Undistributed loss (income) from joint venture							(17	)
		Change in assets and liabilities:
			(Increase) decrease in other assets			86			(31	)
			Increase in accounts payable and accrued liabilities			110			140

				Net cash (used in) provided by operating activities	$	(45	)	$	421

CASH FLOWS FROM INVESTING ACTIVITIES
	Additions to property and equipment				$	(276	)	$	(276	)
	Investment in joint venture								91

				Net cash (used in) investing activities	$	(276	)	$	(185	)

CASH FLOWS FROM FINANCING ACTIVITIES
	Principal payments on notes payable				$	(29	)	$	(26	)

				Net cash (used in) financing activities	$	(29	)	$	(26	)

				Net increase (decrease) in cash and cash equivalents	$	(350	)	$	210
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						519			188

				Cash and cash equivalents, end of period	$	169		$	398

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash payments for:
		Interest			$	430		$	609

		Taxes			$	2		$	0

	Non cash investing and financing activities:
		Note received from sale of property				170

		Common stock issued to officers and directors for notes receivable			$			$	204

See accompanying notes to financial statements.

AGEMARK CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 1.		Basis of Presentation

		The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

		These statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-KSB for the year ended September 30, 2002. The Company follows the same accounting policies in preparation of interim reports.

Note 2.		Transactions With Affiliates

		The Company contracted 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 was 3.75% of gross income paid monthly. For the three and nine months ended June 30, 2003, management fees of $84,623 and $255,354, respectively, and for the three and nine months ended June 30, 2002, management fees of 100,801 and $300,230, respectively, are included in the property operating expenses on the statement of operations for services provided by Opus. At June 30, 2003 accounts payable includes $28,000 owed by the Company to Opus.

		For the three and nine months ended June 30, 2003 and 2002, the Company paid rent for the Company’s headquarters in Berkeley, CA in the amount of $6,000 and $18,000, respectively, pursuant to a lease between the Company and the Waterford Company, which is owned by members of Richard J. Westin’s family. The lease is for a one-year term starting October 1, 1998 at a rent of $2,000 per month. The lease renews automatically unless terminated by either party. The lessee is responsible for limited maintenance and repair expenses and all utilities. The Waterford Company is responsible for major repairs, real estate taxes and debt service.

		On May 1, 2002 the Company received an offer to purchase the facility in Cumberland, MD for $3,300,000 and the Company’s 25% interest in the joint venture also located in Cumberland, MD for $200,000. These offers were made by entities controlled by directors and officers Richard J. Westin and Jesse A. Pittore. Prior to accepting the offers

AGEMARK CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 2.		Transactions With Affiliates (continued)

		received, the Company held an auction of the properties on June 5, 2002 after advertising the auction for the month of May in the national edition of the Wall Street Journal and the Baltimore Sun. The Company received 30 responses seeking additional information, which was provided, but no bids were received. The sale of the joint venture interest closed on July 1, 2002. The sale of the Cumberland, MD facility is pending and is expected to close prior to September 30, 2002. On January 29, 2003 the Company executed a contract to sell its Hastings, Nebraska property for $2,150,000 to Martin Hug, an employee of the Company, and entities affiliated with Messrs. Westin and Pittore. Mr. Hug currently serves as the Company’s operations officer. The sale of the Hastings Property to Mr. Hug and the entities affiliated with Messrs. Westin and Pittore is conditioned upon stockholder approval of the sale and upon the purchasers’ bid being the highest bid at auction. In August, 2003 the Company entered into a contract to sell its Dickinson, ND property to an entity formed by Messrs. Westin and Pittore for $2,350,000. This sale is subject to the same terms as the Hastings sale.

Note 3.		Gain on Disposition of Property

		In November, 2002, the Company sold its property located in Chanute, KS. The net sales price of $261,000 was paid partially in the form of a note in the amount of $170,000 which bears interest at 8% per annum and was due on April 23, 2003. The buyer of the property has defaulted and Company has listed the property for sale again.

Note 4.		Liquidation and Dissolution

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

Note 5.		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.

AGEMARK CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 5.		Employee Stock Incentive Plan (continued)

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


		Shares			Exercise Price
Date of Grant		Granted			Per Share		Date Fully Vested

January 1, 1999			166,666		$	1.10	July 1, 1999
January 1, 1999			1,000			1.00	January 1, 2000
January 1, 1999			42,750			1.00	January 1, 2003
April 1, 1999			18,748			1.00	April 1, 2001
November 10, 1999			5,000			1.00	November 1, 2001
December 22,1999			3,000			1.00	December 1, 2000

	Total		237,164
Options ceded			(12,882	)		1.00
Options exercised			(166,666	)		1.10
Options exercised			(21,083	)		1.00

Options outstanding			36,533			1.00

The stock of the Company has not been listed for sale on any public exchange. For purposes of accounting for compensation expense arising from the granting of stock options under APB Opinion 25, the book value of $5.97 per share on September 30, 1998 has been used in the absence of any other reliable market information. In the case of the 166,666 options which fully vested July 1, 1999 the compensation represented by the difference between the $1.10 exercise price and the $5.97 net book value is being recognized over the 57 months remaining of the terms of the employment contracts of the officers to whom the options were granted. The compensation attributable to the remaining 70,498 options is being recognized over their respective vesting periods. Total compensation for the three and nine months ended June 30, 2003 under APB Opinion 25 was $43,000 and $140,000, respectively. Total compensation for the three and nine months ended June 30, 2002 under APB Opinion 25 was $53,000 and $160,000, respectively.

AGEMARK CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 5.		Employee Stock Incentive Plan (continued)

		If the Company had used the fair value based method of accounting for its employee stock incentive plan, as prescribed by Statement of Financial Accounting Standards No. 123, stock option compensation cost in the statements of operations for the three and nine months ended June 30, 2003 would have decreased by $43,000 and $129,000, respectively, resulting in net losses of $4.308,000 and $4,759,000, respectively and basic losses per common share would have been $3.88 and $4.29 respectively. For the three and nine months ended June 30, 2002, stock option compensation cost would have decreased by $43,000 and $128,000, respectively, resulting in net losses of $38,000 and $160,000, respectively and basic losses per common share would have been $0.04 and $0.17, respectively.

Note 6.		Property and Equipment, Impaired Assets to be Disposed of by Sale, Impaired Assets to be Held and Used and Loss from Write Down of Long-lived Assets

		The Company has evaluated all of its assets. The process has resulted in the conclusion that some of the Company’s assets were valued in excess of their fair values. Utilizing data from sales negotiated with independent third parties and data provided by brokers and other sources, the Company has come to the following conclusions as of June 30, 2003:

		Property and equipment consists of certain home office equipment and the facilities located in Chanute, KS, Port Huron, MI and Dickinson, ND. The fair value of this group of assets is in excess of their carrying values. As a result, no impairment loss has been recorded. Notes payable associated with these assets totaled $806,000 and associated accrued interest was $79,000. The Company has entered into contracts to sell both the Port Huron, MI and Dickinson, ND facilities. These sales are expected to become final within the next twelve months.

		Impaired assets to be disposed of by sale consists of the facilities located in Rock Island, IL and Hastings, NE. An impairment loss of $705,000 has been recognized as of June 30, 2003 to reduce the carrying amount of $4,495,000 for the facilities to their fair values less costs to sell. The properties are subject to notes payable with an outstanding balance of $6,460,000 and associated accrued interest of $635,000. The Company has entered into contracts to sell both the Rock Island, IL and Hastings, NE facilities. These sales are expected to become final within the next twelve months.

		Impaired assets to be held and used consists of the facilities located in Beatrice, NE, Fort Madison, IA and Williston, ND. An impairment loss of $3,431,000 has been recognized as of June 30, 2003 to reduce the carrying amount of $7,183,000 for the facilities to their fair values. Fair value was determined based on data provided by independent brokers and other sources. The properties are subject to notes payable with an outstanding balance of $4,776,000 and accrued interest of $464,000.

Note 7.		Discontinued Operations

		The operating results, including interest expense, for the facilities located in Rock Island, IL and Hastings, NE are included in discontinued operations for 2003. The prior year amounts for 2002 in the accompanying financial statements for these facilities have been reclassified to conform to the 2003 presentation.

Note 8.		Total Interest Expense

		Total interest expense for the three and nine months ended June 30, 2003 was $196,000 and $587,000, respectively. Total interest expense for the three and nine months ended 2002 was $255,000 and $767,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Results of Operations

Three Months Ended June 30, 2003 Compared to the Three Months Ended June 30, 2002

The Company sold its Cumberland, MD property in August, 2002. Total property gross revenue decreased from $2,012,000 in the three months ended June 30, 2002 to $1,524,000 in the three months ended June 30, 2003 reflecting the absence of the property sold. Property operating expenses decreased in the 2003 period to $1,357,000 from $1,633,000 in the 2002 period. This decrease was attributable to lower expenses attributable the Cumberland property offsetting increased maintenance, marketing and personnel costs. Administrative expenses increased from $173,000 in 2002 to $204,000 in 2003 reflecting higher legal expenses associated with the SEC’s review of our proxy statement. Stock option compensation decreased from $53,000 in 2002 to $43,000 in 2003 reflecting the expiration of the vesting term for most options granted. Interest expense was $109,000 for the three months ended June 30, 2003 compared to $171,000 for the three months ended June 30, 2002 reflecting the payoff of a substantial amount notes payable. Depreciation expense was $85,000 in 2003 versus $113,000 in 2002 reflecting the sale of the Cumberland property. No income was received in 2003 from the investment in the joint venture as this interest was sold on July 1, 2002. The Company has evaluated all of its assets. That process has resulted in the conclusion that some of the Company’s assets were valued in excess of their fair values. Utilizing data from sales negotiated with independent third parties and data provided by brokers and other sources, the company has recognized a loss from write down of long lived assets of $3,431,000 as of June 30, 2003.

Discontinued operations consists of the operations of the facilities located in Rock Island, IL and Hastings, NE. The evaluation process cited above resulted in losses from the write down of long lived assets of $705,000 for 2003. Operations of these facilities resulted in net income of $59,000 in 2003, up from $31,000 in 2002.

Nine Months Ended June 30, 2003 Compared to the Nine Months Ended June 30, 2002

Total property gross revenue decreased from $6,020,000 in the nine months ended June 30, 2002 to $4,660,000 in the nine months ended June 30, 2003 reflecting the absence of the property sold. Property operating expenses decreased in the 2003 period to $4,167,000 from $4,909,000 in the 2002 period. This decrease was attributable primarily to increased

maintenance, marketing and personnel costs offsetting the drop in Cumberland’s expenses. Administrative expenses increased from $502,000 in 2002 to $581,000 in 2003 reflecting higher legal costs associated with the SEC’s review of our proxy statement. Stock option compensation decreased from $160,000 in 2002 to $140,000 in 2003 reflecting the expiration of the vesting term for most options granted. Interest expense was $326,000 for the nine months ended June 30, 2003 compared to $508,000 for the nine months ended June 30, 2002 reflecting the payoff of a substantial amount notes payable. Depreciation expense was $257,000 in 2003 compared to $340,000 in 2002. No income was received in 2003 from the investment in the joint venture as this interest was sold on July 1, 2002. The Company has evaluated all of its assets. That process has resulted in the conclusion that some of the Company’s assets were valued in excess of their fair values. Utilizing data from sales negotiated with independent third parties and data provided by brokers and other sources, the company has recognized a loss from write down of long lived assets of $3,431,000 as of June 30, 2003.

Liquidity and Capital Resources

Net cash used in operations during the nine months ended June 30, 2003 was $45,000. The largest items offsetting the net loss of $4,888,000 were the non-cash loss from write down of long lived assets of $4,136,000, depreciation expense of $377,000 and stock option compensation of $140,000. The increase of $110,000 in accounts payable and accrued liabilities consists largely of the difference between the interest accruing on the Company’s major notes payable and the amount required to be paid on those notes. This amount is deferred by agreement to the maturity date of the notes.

The Company’s investing activities for the nine months ended June 30, 2003 used $276,000 consisting entirely of improvements to the Company’s properties.

The Company’s financing activities used $29,000 during nine months ended June 30, 2003 consisting of regularly scheduled principal payments on tax notes.

Cash and cash equivalents at June 30, 2003 totaled $169,000, down $350,000 from September 30, 2002. Management believes that funds provided from operations and cash reserves will be adequate to support its short-term cash requirements for capital expenditures, repayment of debt and maintenance of working capital. Secured indebtedness of $11,982,000 will become due and payable on September 30, 2003. Originally due September 30, 2001, the debts were extended twice through substantial principal payments. An additional extension from September 30, 2003 to September 30, 2004 is obtainable upon the payment of $322,000 on or before September 30, 2003. Management believes that, after years of pursuing refinance sources without success due to the taint of the Bankruptcy filings that resulted in the formation of the Company, the best source of funds to repay and extend its secured indebtedness is the sale of the Company’s assets, for which the Company intends to solicit stockholder approval.

On May 1, 2002 the Company received an offer to purchase the facility in Cumberland, MD for $3,300,000 and the Company’s 25% interest in the joint venture also located in Cumberland, MD for $200,000. These offers were made by entities controlled by directors and

officers Richard J. Westin and Jesse A. Pittore. Prior to accepting the offers received, the Company held an auction of the properties on June 5, 2002 after advertising the auction for the month of May in the national edition of the Wall Street Journal and the Baltimore Sun. The Company received 30 responses seeking additional information, which was provided, but no bids were received. The sale of the joint venture interest closed on July 1, 2002. The sale of the Cumberland, MD facility closed at the end of August, 2002. The Company used the majority of the proceeds of these two transactions to repay and thereby extend the due date of the secured indebtedness from September 30, 2002 to September 30, 2003. Further sales of the Company’s assets are contemplated and are more fully explained in the proxy statement filed with the SEC and currently under SEC review.

Impact of Inflation

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

Item 3. Controls and Procedures

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

PART II

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

(a)

Exhibits.


Exhibit No.		Description

11		Statement regarding Computation of Per Share Earnings
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

(b)

Reports on Form 8-K. The Registrant filed no reports on Form 8-K during the quarter ended June 30, 2003.

SIGNATURES

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


		AGEMARK CORPORATION

September 19, 2003		/s/ Richard J. Westin

		Richard J. Westin,
		Chief Executive Officer

September 19, 2003		/s/ James P. Tolley

		James P. Tolley,
		Chief Financial Officer and
		Principal Accounting Officer

EXHIBIT INDEX

TO AMENDED QUARTERLY REPORT ON FORM 10-QSB/A

FOR AGEMARK CORPORATION


Exhibit No.		Description

11		Statement regarding Computation of Per Share Earnings
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

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AGEMARK CORP 10-Q/A