<PAGE>

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

    FORM 10-QSB (Mark One)

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

For the quarterly period ended June 30, 2005

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the Transition period from___________________________to_____________________

Commission file number 0-28484

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

            Colorado                                         84-1232688
   -------------------------------                       -------------------
   (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                       Identification No.)

4580 Florence Street, Denver, CO                                   80238
--------------------------------                           ---------------------
(Address of principal executive offices)                         (Zip Code)

(Issuer's telephone number)                    (303) 254-8800
________________________________________________________________________________

              (Former name, former address and former fiscal year,
                          if changed since last report)

      Check whether the issuer (1) 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.
[X] Yes [ ] No

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of latest practicable date:

The number of shares of no par value common stock outstanding at August 11, 2005
is 4,417,706.

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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                       QUALMARK CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (UNAUDITED, AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                 FOR THE THREE   FOR THE THREE    FOR THE SIX    FOR THE SIX
                                                                 MONTHS ENDED    MONTHS ENDED    MONTHS ENDED    MONTHS ENDED
                                                                 JUNE 30, 2005   JUNE 30, 2004   JUNE 30, 2005   JUNE 30, 2004
                                                                 -------------   -------------   -------------   -------------
<S>                                                              <C>             <C>             <C>             <C>
Net revenue                                                       $     3,769     $    3,210      $     7,427     $     6,059
Cost of sales                                                           2,079          1,730            4,128           3,131
                                                                  -----------     ----------      -----------     -----------
    Gross profit                                                        1,690          1,480            3,299           2,928

Selling, general and administrative expenses                            1,131            773            2,190           1,727
Research and development expenses                                         182            177              377             337
Arbitration and associated legal expenses                                  --            145               --             213
                                                                  -----------     ----------      -----------     -----------
    Income from operations                                                377            385              732             651

Other expense:
    Interest, net                                                        (39)            (27)             (72)            (50)
                                                                  -----------     ----------      -----------     -----------
Income before income taxes                                                338            358              660             601

Provision for income taxes                                                (3)             (6)              (7)             (6)
                                                                  -----------     ----------      -----------     -----------

Net income                                                        $       335     $      352      $       653     $       595
                                                                  ===========     ==========      ===========     ===========

Net income per share - basic                                      $      0.06     $     0.07      $      0.11     $      0.11

Net income per share - diluted                                    $      0.04     $     0.04      $      0.08     $      0.07

Weighted average number of common shares - basic                    4,167,000      3,610,000        4,152,000       3,610,000

Weighted average number of common shares - diluted                  9,093,000      7,283,000        8,982,000       7,198,000
</TABLE>

    The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                       2
<PAGE>

                       QUALMARK CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                 (AMOUNTS IN THOUSANDS, EXCEPT NUMBER OF SHARES)

<TABLE>
<CAPTION>
                                                                                   JUNE 30, 2005     DECEMBER 31, 2004
                                                                                   -------------     -----------------
                                                                                    (UNAUDITED)
<S>                                                                                <C>               <C>
ASSETS
Current assets:
  Cash                                                                                $   822            $    516
  Trade accounts receivable, net of allowance for
     doubtful accounts of $49 and $50 at June 30,
     2005 and December 31, 2004, respectively                                           2,652               2,748
  Inventories, net                                                                      1,159                 749
  Current deferred tax assets, net                                                        120                 120
  Other current assets                                                                    156                 183
                                                                                      -------            --------
     Total current assets                                                               4,909               4,316

  Property and equipment, net                                                             588                 592
  Restricted cash                                                                          90                  90
  Goodwill                                                                              1,057               1,057
  Intangible assets                                                                       261                 296
  Non-current deferred tax assets, net                                                    353                 353
  Other assets                                                                            184                 184
                                                                                      -------            --------
                                                                                      $ 7,442            $  6,888
                                                                                      =======            ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                    $   913            $    676
  Accrued expenses                                                                        722                 953
  Deferred revenue and customer deposits                                                   12                  89
  Current portion of long-term debt                                                       250                 250
                                                                                      -------            --------
     Total current liabilities                                                          1,897               1,968

  Deferred revenue                                                                         41                  48
  Long-term debt                                                                        1,364               1,480
  Other liabilities                                                                        39                  12
                                                                                      -------            --------
     Total liabilities                                                                  3,341               3,508
                                                                                      -------            --------
Commitments and contingencies

Convertible redeemable preferred stock; 2,000,000 shares authorized
     (Note 7): 1,000,000 designated as Series B, 711,786 shares
     (2005) and 683,967 shares (2004) shares issued and outstanding,
     liquidation preference of $1,592 (2005)                                            1,562               1,500
                                                                                      =======            ========
     3,000 designated as Series C, 1,247 shares (2005) and 1,198 shares (2004)
     issued and outstanding, liquidation preference of $1,298 (2005)                      950                 799
                                                                                      =======            ========
Shareholders' equity:
  Common stock; no par value; 15,000,000 shares authorized;
     4,196,723 shares (2005) and 4,133,348 shares (2004) issued and outstanding         7,623               7,768
  Accumulated deficit                                                                  (6,034)             (6,687)
                                                                                      -------            --------
     Total shareholders' equity                                                         1,589               1,081
                                                                                      -------            --------
                                                                                      $ 7,442            $  6,888
                                                                                      =======            ========
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                        3

<PAGE>

                      QUALMARK CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (UNAUDITED, AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 FOR THE SIX      FOR THE SIX
                                                                                MONTHS ENDED     MONTHS ENDED
                                                                                JUNE 30, 2005    JUNE 30, 2004
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
Cash Flows From Operating Activities:
Net income                                                                        $    653         $    595
Adjustments to reconcile net income to net cash provided by
 operating activities:
    Depreciation and amortization                                                      164              146
    (Recovery) provision for bad debts                                                  (1)              21
    Recovery of inventory allowance                                                    (10)              --
    Warrants and stock option expense                                                   --                7
Change in assets and liabilities:
    Trade accounts receivable                                                           97             (560)
    Inventories                                                                       (400)            (161)
    Other assets                                                                        16              (84)
    Accounts payable and accrued expenses                                               33              588
    Accrued arbitration settlement                                                      --             (332)
    Deferred revenue and customer deposits                                             (84)              --
                                                                                  --------         --------
        Net cash provided by operating activities                                      468              220

Cash Flows From Investing Activities:
Acquisition of property and equipment                                                 (114)             (56)
                                                                                  --------         --------
    Net cash used in investing activities                                             (114)             (56)

Cash Flows From Financing Activities:
Issuance of common stock                                                                68               --
Payments on borrowings                                                                (116)            (230)
                                                                                  --------         --------
    Net cash used in financing activities                                              (48)            (230)

Net increase in cash                                                                   306              (66)
Cash and cash equivalents at beginning of period                                       516              442
                                                                                  --------         --------
Cash and cash equivalents at end of period                                        $    822         $    376
                                                                                  ========         ========

Supplemental Disclosure:
Interest paid                                                                     $     65         $     45
Income tax paid                                                                   $     12               --

Non-Cash Investing and Financing Activities:

Preferred stock dividends                                                         $    113         $    105

Accretion of preferred stock                                                      $    100         $    108
</TABLE>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                        4
<PAGE>

                      QUALMARK CORPORATION AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

QualMark Corporation (the "Company") was founded in 1991 and is a manufacturer
and distributor of physical stress systems, as well as a provider of physical
stress testing services. Physical stress systems rapidly and efficiently expose
product design and manufacturing related failures of customer products and
components, thereby providing manufacturers necessary information to improve
product design, quality and reliability. The Company also provides physical
stress testing services through its network of test centers. The Company's
wholly-owned subsidiary, Qualmark ACG Corporation ("Qualmark ACG") supplies
electrodynamic systems, components, and service to the worldwide vibration test
equipment market.

NOTE 1 - Business and Summary of Significant Accounting Policies

Financial Presentation

These financial statements should be read in conjunction with the audited
consolidated financial statements for the year ended December 31, 2004 and notes
thereto as well as other information and analysis included in the Company's Form
10-KSB for the year then ended.

The interim financial data as of June 30, 2005 and for the three and six months
ended June 30, 2005 and 2004 is unaudited; however, in the opinion of the
management of the Company, the interim data includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
results for the interim periods presented. Results for the three and six months
ended June 30, 2005 are not necessarily indicative of results for the remainder
of 2005. Amounts at December 31, 2004 are derived from the Company's audited
consolidated financial statements.

Stock Based Compensation

The Company applies Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees" and related interpretations in accounting for its
stock option plans. Accordingly, no compensation expense has been recognized for
options granted with exercise prices equal to or greater than the quoted market
price. Had compensation cost for the Company's stock option plans been
determined based on the fair values at the grant dates for awards under the
plans consistent with the fair-value based method of accounting prescribed by
Statement of Financial Accounting Standard ("SFAS") No. 123 "Accounting for
Stock-Based Compensation", the Company's results would have been changed to the
pro forma amounts indicated below (in thousands):

<TABLE>
<CAPTION>
                                                            Three Months Ended                 Six Months Ended
                                                      June 30, 2005    June 30, 2004     June 30, 2005    June 30, 2004
                                                      -------------    -------------     -------------    -------------
<S>                                                   <C>              <C>               <C>              <C>
Net income                                              $   335          $   352          $    653         $     595
ADD:  Stock-based employee compensation expense
included in reported net income, net of related
tax effects                                                  --               --                --                --

DEDUCT: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects                  (16)             (73)              (32)             (149)
                                                        -------          -------          --------         ---------

Pro forma net income                                    $   319          $   279          $    621         $     446
                                                        =======          =======          ========         =========

Income per share:

Basic -  as reported                                    $  0.06          $  0.07          $   0.11         $    0.11
                                                        =======          =======          ========         =========
Diluted - as reported                                   $  0.04          $  0.04          $   0.08         $    0.07
                                                        =======          =======          ========         =========

Basic - pro forma                                       $  0.05          $  0.05          $   0.10         $    0.07
                                                        =======          =======          ========         =========
Diluted - pro forma                                     $  0.04          $  0.02          $   0.07         $    0.03
                                                        =======          =======          ========         =========
</TABLE>

                                        5
<PAGE>

In May 2005, the Company adopted the QualMark Corporation 2005 Stock Option Plan
(the "Plan"). The number of shares of common stock available for issuance under
the Plan is 300,000, subject to adjustment for dividends, stock splits or other
changes in the Company's capitalization. As of June 30, 2005, there are no
options granted under the Plan.

Revenue Recognition

Revenues from product sales are recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is fixed or
determinable and collectibility is probable. Generally, the criteria are met
upon shipment of products on an F.O.B shipping point basis and transfer of title
to customers. In certain instances, the Company will recognize revenue prior to
shipment when the customer requests in writing that the transaction be on a bill
and hold basis, the risk of ownership has passed to the customer, the
manufactured equipment is segregated, complete and ready for shipment, and there
is a fixed schedule for delivery of the equipment and no specific performance
obligations exist. Revenue from services are recognized when the services are
performed and billable. Revenue from equipment service contracts is recognized
ratably over the term of the contract.

NOTE 2 - Inventories

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                               JUNE 30,           DECEMBER 31,
                                                 2005                 2004
                                               ---------          ------------
<S>                                            <C>                <C>
Raw materials                                  $     875           $     620
Work in process                                       82                  57
Finished goods                                       244                 124
Less: Allowance for obsolescence                     (42)                (52)
                                               ---------           ---------

                                               $   1,159           $     749
                                               =========           =========
</TABLE>

For the three months ended June 30, 2005, the Company disposed of $10,000 of
obsolete inventory, which has been previously been written off. The Company
monitors inventory for turnover and obsolescence, and records reserves for
excess and obsolete inventory as appropriate.

NOTE 3 - Borrowings

The Company's commercial borrowings consist of a term loan, a revolving line of
credit, (the "Credit Agreement") and a convertible debt agreement (the
"Convertible Debt"), refer to the 2004 Form 10-KSB, Financial Statement Note 5.

The average interest rate for the six-month periods ended June 30, 2005 and 2004
was 7.5% and 7.0%, respectively.

Both the revolving credit line and term loan under the Credit Agreement are
collateralized by substantially all the assets of the Company. Borrowings under
the line of credit are subject to borrowing base limits. As of June 30, 2005,
there were no borrowings and there was $1,500,000 of availability on the line of
credit. As of June 30, 2005, the principal balance of the term loan was
$614,000.

The Company's Convertible Debt agreement is a five-year, interest only agreement
with provisions for interest rate resets and conversion into the Company's
common stock. The Convertible Debt agreement was entered into with an affiliate
of the commercial bank that issued the Company's Credit Agreement. The
Convertible Debt agreement is collateralized by substantially all the assets of
the Company, subject to subordination to the Credit Agreement. As of June 30,
2005, the principal balance of the convertible debt was $1,000,000.

The Company must maintain certain financial and other covenants to be in
compliance with the Credit Agreement and Convertible Debt. The Company is not
now, nor has it ever been in arrears on any payment pursuant to the Credit
Agreement or the Convertible Debt. For the three and six months ended June 30,
2005, the Company was in compliance with its financial covenants.

As required by the Credit Agreement, the Company is making monthly principal
payments of $20,800 on the term loan during 2005. The Company has also
determined that, during 2005, draws on the revolving line of credit are expected
to be made based on operational cash flow needs or growth based initiatives. At
the close of each quarter, the Company has made arrangements to meet and review
results of the Company with the Commercial Bank and the Convertible Debt holder.
The Company believes its relations with its Commercial Bank and Convertible Debt
holder to be good.

                                        6

<PAGE>

NOTE 4 - Income Per Share

Basic income per share is computed by dividing net income available to common
shareholders by the weighted average number of shares outstanding during the
period. Diluted income per share is computed using the weighted average number
of shares determined for the basic computations plus the number of shares of
common stock that would be issued assuming all contingently issuable shares
having a dilutive effect on earnings per share were outstanding for the period,
using the if-converted or treasury-stock methods.

The calculation of basic and diluted income per share is as follows (in
thousands, except per-share amounts):

Basic and diluted income per share computation:

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED               SIX MONTHS ENDED
                                                   JUNE 30, 2005   JUNE 30, 2004   JUNE 30, 2005   JUNE 30, 2004
                                                   -------------   -------------   -------------   -------------
<S>                                                <C>             <C>             <C>             <C>
Net income                                           $    335        $    352        $   653         $    595

Accretion of redeemable preferred stock and
preferred stock dividends                                (107)           (108)          (213)            (213)
                                                     --------        --------        -------         --------

Net income available to common shareholders          $    228        $    244        $   440         $    382
                                                     ========        ========        =======         ========

Weighted average shares outstanding - basic             4,167           3,610          4,152            3,610
                                                     ========        ========        =======         ========

Net income per share - basic                         $   0.06        $   0.07        $  0.11         $   0.11
                                                     ========        ========        =======         ========

Net income available to common shareholders -
  diluted (a)                                        $    355        $    297        $   693         $    486
                                                     ========        ========        =======         ========

Weighted average shares outstanding - basic             4,167           3,610          4,152            3,610

Dilutive stock options and warrants                       510             150            489              135
Convertible securities                                  4,417           3,523          4,342            3,453
                                                     --------        --------        -------         --------

Weighted average shares outstanding - diluted           9,094           7,283          8,983            7,198
                                                     ========        ========        =======         ========

Net income per share  - diluted                      $   0.04        $   0.04        $  0.08         $   0.07
                                                     ========        ========        =======         ========
</TABLE>

(a)   For the three and six month periods ended June 30, 2005, net income
      available to common shareholders includes the add back of $20,000 and
      $40,000, respectively of interest expense related to convertible debt
      under the "if converted" method.

Options and warrants to purchase 510,000 shares of common stock, 3,815,080
shares of common stock underlying convertible preferred stock, refer to Note 7,
and 602,410 shares of common stock underlying convertible debt, refer to the
2004 Form 10-KSB, Financial Statements Note 5, were included in the dilutive
calculation for the three months ended June 30, 2005. Options and warrants to
purchase 489,000 shares of common stock, 3,739,784 shares of common stock
underlying convertible preferred stock, refer to Note 7, and 602,410 shares of
common stock underlying convertible debt, refer to the 2004 Form 10-KSB,
Financial Statements Note 5, were included in the dilutive calculation for the
six months ended June 30, 2005.

Options and warrants to purchase 150,000 shares of common stock and 3,522,698
shares of common stock underlying convertible preferred stock, refer to Note 7,
were included in the dilutive stock option calculation for the three month
period ended June 30, 2004. Options and warrants to purchase 135,000 shares of
common stock and 3,453,173 shares of common stock underlying convertible
preferred stock, refer to Note 7, were included in the dilutive stock option
calculation for the six month period ended June 30, 2004.

NOTE 5 - Segment Information

                                        7

<PAGE>

Prior to November 2004, the Company operated in two business segments, testing
equipment and Accelerated Reliability Test Centers ("ARTC"). The testing
equipment segment is engaged in the manufacture and sale of vibration and
thermal chambers for quality control testing of various electronic devices. The
ARTC segment operates service centers where vibration and thermal chambers are
available to customers for daily rental. On November 15, 2004, the Company added
a third segment, QualMark ACG (ACG) (refer to the 2004 Form 10-KSB, Financial
Statements Note 13). The ACG segment is engaged in the manufacture, repair and
service of electrodynamic vibration shaker systems.

The accounting policies for these segments are the same as those described in
Note 1 of the Company's Form 10-KSB for the fiscal year ended 2004 and
inter-segment transactions are eliminated. The Company evaluates the performance
of its segments and allocates resources to them based primarily on gross profit.
All operating revenues and expenses are allocated to the equipment and ARTC
business segments in determining their gross profit, and actual revenue and
expenses are utilized in determining the ACG gross profit. All other expenses
are not utilized in determining the allocation of resources on a segment basis.


The tables below summarize information about reported segments (in thousands) as
of and for the three and six months ended June 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                           EQUIPMENT           ARTC              ACG              TOTAL
                                         ------------      ------------      ------------      ------------
<S>                                      <C>               <C>               <C>               <C>
THREE MONTHS ENDED JUNE 30, 2005
Net revenue                              $      2,941      $        281      $        547      $      3,769
Gross profit                                    1,447                99               144             1,690

THREE MONTHS ENDED JUNE 30, 2004
Net revenue                              $      2,870      $        340                --      $      3,210
Gross profit                                    1,380               100                --             1,480
</TABLE>

<TABLE>
<CAPTION>
                                           EQUIPMENT           ARTC              ACG               TOTAL
                                         ------------      ------------      ------------      ------------
<S>                                      <C>               <C>               <C>               <C>
SIX MONTHS ENDED JUNE 30, 2005
Net revenue                              $      5,566      $        612      $      1,249      $      7,427
Gross profit                                    2,750               189               360             3,299

SIX MONTHS ENDED JUNE 30, 2004
Net revenue                              $      5,418      $        641                --      $      6,059
Gross profit                                    2,782               146                --             2,928
</TABLE>

The following information is by geographic area (in thousands) as of and for the
three and six months ended June 30, 2005 and 2004:

<TABLE>
<CAPTION>
                                                                                                         MIDDLE
                                          UNITED STATES      MEXICO        EUROPE       ASIA PACIFIC      EAST        TOTAL
                                          -------------    --------      ------------   ------------   ----------   -----------
<S>                                       <C>              <C>           <C>            <C>            <C>          <C>
THREE MONTHS ENDED JUNE 30, 2005
Sales                                       $    1,652           --        $   615       $  1,502            --      $   3,769
Long lived assets, net                           2,090           --             --             --            --          2,090

THREE MONTHS ENDED JUNE 30, 2004
Sales                                       $    1,749           --        $   171       $  1,248        $   42      $   3,210
Long lived assets, net                             617           --              9             --            --            626
</TABLE>

<TABLE>
<CAPTION>
                                                                                                         MIDDLE
                                          UNITED STATES      MEXICO        EUROPE       ASIA PACIFIC      EAST         TOTAL
                                          -------------    --------      ------------   ------------   ----------   -----------
<S>                                       <C>              <C>           <C>            <C>            <C>          <C>
SIX MONTHS ENDED JUNE 30, 2005
Sales                                      $    4,127            --       $  1,629       $  1,671            --      $    7,427
Long lived assets, net                          2,090            --             --             --            --           2,090

SIX MONTHS ENDED JUNE 30, 2004
Sales                                      $    2,458      $    174       $    820       $  2,540        $   67      $    6,059
Long lived assets, net                            617            --              9             --            --             626
</TABLE>

                                        8

<PAGE>

International sales are based on where the products were shipped and where ARTC
services were rendered.

NOTE 6 - Income Taxes

During the six months ended June 30, 2005 the Company recorded a $7,000
provision for estimated Alternative Minimum Tax (AMT). The Company anticipates
net operating profits for the year ended December 31, 2005, although no
assurance can be given. The Company expects to utilize its net operating loss
carryforwards to offset any ordinary taxable income for the year ended December
31, 2005.

Refer to the Company's 2004 Form 10-KSB, Financial Statement Note 7.

NOTE 7 - Preferred Stock

Refer to the Company's 2004 Form 10-KSB, Financial Statement Note 8 for full
preferred stock (B & C) disclosure.

<TABLE>
<CAPTION>
                                             SERIES B                     SERIES C
                                       -----------------------       --------------------
                                       SHARES         AMOUNT         SHARES       AMOUNT
                                       -------      ----------       ------      --------
<S>                                    <C>          <C>              <C>         <C>
Balance, January 1, 2004               657,235      $1,369,000       1,151       $503,000

Earned and issued dividends             26,732         117,000          47         96,000

Accretion of redemption feature on
  preferred stock and warrants              --          14,000          --        200,000

Balance, January 1, 2005               683,967       1,500,000       1,198        799,000

Earned and issued dividends             27,819          62,000          49         51,000

Accretion of redemption feature on
  preferred stock and warrants              --              --          --        100,000

Balance, June 30, 2005                 711,786      $1,562,000       1,247       $950,000
</TABLE>

Preferred Stock - Series B ("Series B preferred stock")

      The holder of the Series B preferred stock has various rights and
      preferences as follows:

      Designation - On November 2, 2004, the Company's Board of Directors
      approved an increase in the number of Series B preferred shares designated
      to 1,000,000. This increase in the Series B designation allows the Company
      to continue to issue preferred stock to the holder, as payment for
      dividends earned.

      Conversion -- The Series B preferred stock may, at the option of the
      holder, be converted at any time into shares of common stock at $0.922 per
      share. The applicable conversion terms resulted in a beneficial conversion
      feature, which has been accreted in full as of September 1, 2004, which is
      the earliest date the Series B preferred stockholder could elect the
      option to redeem the Series B preferred stock. The accretion recorded for
      the three and six months ended June 30, 2005 was zero for each period. The
      accretion recorded for the three and six months ended June 30, 2004 was
      $4,000 and $8,000, respectively, for each period.

      Anti-Dilution Protection -- The Series B preferred stock conversion ratio
      is subject to adjustment, calculated in accordance with the Company's
      articles of incorporation, if the Company issues securities at a price per
      share that is less than the current conversion ratio of the Series B
      preferred stock.

                                        9

<PAGE>

      Voting -- The Series B preferred stock shares are voted equally with the
      shares of common stock of the Company, on an as-if converted to common
      stock basis.

      Dividends -- The Series B preferred stock accrues dividends at 8% per
      annum. Dividends may be paid in cash or additional preferred shares, in
      kind, at the option of the Company. In addition, in the event the Company
      declares, pays or sets apart a common stockholder dividend, each holder of
      shares of the Series B preferred stock shall be entitled to receive a per
      share dividend equal to the number of shares of common equity on which
      such common dividend is declared into which each share of Series B
      preferred stock is convertible on the record date, multiplied by the
      amount of cash or property paid, or by the number of shares of capital
      stock issued. During the three months ended June 30, 2005 and 2004,
      $31,000 and $29,000 of dividends were accrued, respectively. During the
      six months ended June 30, 2005 and 2004, $62,000 and $58,000 of dividends
      were accrued, respectively. As of June 30, 2005, the Series B preferred
      shares have $62,000 of accumulated dividends in arrears. Of the dividends
      in arrears at June 30, 2005, the Company anticipates a dividend payment
      (in kind) of 28,950 Series B preferred shares at the liquidation price of
      $2.15 per share or a full or partial cash payment of up to $62,000 on or
      before December 31, 2005.

      Liquidation -- The Series B preferred stock ranks senior to common stock
      and has a liquidation preference of $2.15 per share plus all declared and
      unpaid dividends, which totals $1,592,000 at June 30, 2005.

      Conditional Redemption -- The Series B preferred stock is redeemable at
      any time after September 1, 2004 at the option of the holders of the
      Series B preferred stock. The redemption price is equal to $2.15 per share
      to the extent the Company has funds legally available for such payment. If
      the Company does not have funds available, at the option of the holders of
      the Series B preferred stock, the Series B preferred stock can be
      converted into a debt obligation of the Company in a form acceptable to
      the holders of the Series B preferred stock.

      Optional Redemption -- The Company maintains a one-time option to
      repurchase the Series B preferred stock or require the holder to convert
      their preferred stock, under the following terms. At any time following a
      45-day consecutive trading period during which the average closing price
      per share of the Company's common stock is at least $5.00 per share, the
      Company may give notice of its intention to repurchase all of the
      outstanding Series B preferred shares. The holder of the Series B
      preferred stock shall have 30 days from receipt of the Company's
      repurchase notice to elect to convert their Series B preferred shares to
      common stock. In the event that the holder of the Series B preferred stock
      does not elect to convert all of their Series B preferred stock, the
      Company may repurchase all, but not less than all, of the remaining Series
      B preferred stock at the price of $4.00 per share, or 90% of the fair
      market value of the common stock, whichever is greater, plus any
      accumulated dividends, by notice to the holder of the Series B preferred
      stock and tendering of funds within five business days of the expiration
      of the Series B preferred stockholder's conversion option. The fair market
      value of the common stock shall be determined by the average closing price
      of the common stock for the five trading days prior to the date on which
      the Series B preferred stockholder's option to convert expires.

Preferred Stock - Series C ("Series C preferred stock")

      The holder of the Series C preferred stock has various rights and
      preferences as follows:

      Designation - On November 2, 2004, the Company's Board of Directors
      approved an increase in the number of Series C preferred shares designated
      to 3,000. This increase in the Series C designation allows the Company to
      continue to issue preferred stock to the holder, as payment for dividends
      earned.

      Conversion - The Series C preferred stock may, at the option of the
      holder, be converted at any time into shares of common stock. In the event
      that the holder elects to convert, the conversion price per share of the
      Series C preferred stock will be $0.5993 per share. The applicable
      conversion terms resulted in a beneficial conversion feature which is
      being accreted to the earliest date the Series C preferred stockholder can
      elect the option to redeem the Series C preferred stock. The accretion
      recorded for the three months ended June 30, 2005 and 2004 was $37,000,
      for each period. The accretion recorded for the six months ended June 30,
      2005 and 2004 was and $74,000, for each period.

      Anti-Dilution Protection -- The Series C preferred stock conversion ratio
      is subject to adjustment, calculated in accordance with the Company's
      articles of incorporation, if the Company issues securities at a price per
      share that is less than the current conversion ratio of the Series C
      preferred stock. This feature could result in additional charges being
      recorded against net income applicable to common shareholders.

      Voting -- The Series C preferred stock shares are voted equally with the
      shares of common stock of the Company, on an as-if

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<PAGE>

      converted to common stock basis.

      Dividends -- The Series C preferred stock accrues dividends at 8% per
      annum. Dividends may be paid in cash or additional preferred shares, in
      kind, at the option of the Company. In the event that the Company pays
      dividends in kind, the Company will record additional charges against net
      income applicable to common shareholders. In addition, in the event the
      Company declares, pays or sets apart a common stockholder dividend, each
      holder of shares of the Series C preferred stock shall be entitled to
      receive a per share dividend equal to the number of shares of common
      equity on which such common dividend is declared into which each share of
      Series C preferred stock is convertible on the record date, multiplied by
      the amount of cash or property paid, or by the number of shares of capital
      stock issued. During the three months ended June 30, 2005 and 2004,
      $26,000 and $24,000 of dividends were accrued, respectively. During the
      six months ended June 30, 2005 and 2004, $51,000 and $47,000 of dividends
      were accrued, respectively. As of June 30, 2005, the Series C preferred
      shares accumulated dividends in arrears of $51,000. Of the dividends in
      arrears at June 30, 2005 the Company anticipates a dividend payment (in
      kind) of 51 Series C preferred shares at the liquidation price of $1,000
      per share or a full or partial cash payment of up to $51,000 on or before
      December 31, 2005.

      Liquidation -- The Series C preferred stock ranks senior to common stock
      and has a liquidation preference of $1,000 per share plus all declared and
      unpaid dividends, which total $1,298,000 at June 30, 2005.

      Conditional Redemption -- The Series C preferred stock is redeemable at
      any time after April 1, 2007 at the option of the holder of the Series C
      preferred stock. The redemption price is equal to $1,000 per share to the
      extent the Company has funds legally available for such payment. If the
      Company does not have funds available, at the option of the holder of the
      Series C preferred stock, the Series C preferred stock can be converted
      into a debt obligation of the Company in a form acceptable to the holder
      of the Series C preferred stock.

      Warrants

      In connection with the Series C preferred stock transaction, the holder
      received warrants to purchase 417,153 shares of the Company's common
      stock. The exercise price of the warrants is $1.265, and the warrants have
      a term of five years during which they can be exercised. The value of the
      warrants issued was estimated to be $259,000. The warrants have been
      recorded as an increase to common stock, and are being accreted to the
      earliest date the Series C preferred stockholder can elect the option to
      redeem the Series C preferred stock. The accretion recorded for the three
      months ended June 30, 2005 and 2004 was $13,000, for each period. The
      accretion recorded for the six months ended June 30, 2005 and 2004 was
      $26,000, for each period

      Subsequently, on July 29, 2005 the warrant holder elected a cashless
      exercise of its 417,153 warrants, which resulted in a net share issuance
      of 220,983 to the warrant holder.

NOTE 8 - Common Stock

During the six months ended June 30, 2005, the Company issued 38,375 shares of
common stock upon the exercise of stock options for $39,000 cash at an average
exercise price of $1.02 per share and issued 25,000 shares of common stock upon
the exercise of a warrant for $29,000 cash at an exercise price of $1.15.

NOTE 9 - Legal Matters

On May 30, 2001, the Company was served with an arbitration demand from Gregg K.
Hobbs ("Hobbs"), a former employee, officer and director. The arbitration demand
alleged that the Company breached provisions in the original September 30, 1995
separation agreement, executed between Hobbs and the Company, and that Hobbs
suffered damages in excess of $7,000,000. The parties selected a single
arbitrator with the Judicial Arbiter Group ("JAG") in Denver, Colorado and after
several delays a hearing was held before the arbitrator beginning on April 21,
2003. At the conclusion of the arbitration hearing, Hobbs asserted damages of
$10,000,000. The arbitrator issued a "Decision and Award" on June 20, 2003, in
which the arbitrator found the Company had breached certain provisions of the
September 30, 1995 agreement and awarded Hobbs damages in the amount of
$261,650. On July 11, 2003, as instructed by the arbitrator, the parties
submitted requests for attorney fees and costs and interest. Subsequently, both
parties filed pleadings opposing all or part of the other party's request for
fees and costs and the Company filed an opposition to Hobbs request for
interest.

On November 17, 2003, the arbitrator made a final award in favor of Hobbs in the
amount of $410,729, which included the net amount of fees and costs awarded to
Hobbs as well as interest at 8% from June 20, 2003. In response to efforts by
Hobbs to confirm

                                       11

<PAGE>

the June 20, 2003 award, the Company filed pleadings contesting confirmation
based on irregularities in the arbitration decision and award. Following
briefings and two judicial hearings, the Company and Hobbs reached a settlement
on February 13, 2004, in which the Company agreed to withdraw its objections to
confirmation and Hobbs agreed to accept payment according to a schedule. The
schedule called for one lump sum payment of $264,109 on February 17, 2004, which
was paid by the Company, and monthly payments, due on the last day of the month,
of approximately $19,000 from March through November of 2004, plus interest at
8%. As of December 31, 2004, the Company had completed all payments to Hobbs
related to the arbitration award and accrued interest.

On March 10, 2003, the Company, a former employee, and ASQ Quality Press were
served with a complaint in U.S. District Court in Denver, Colorado from Hobbs
alleging (i) infringement of copyrights purportedly owned by Hobbs, in violation
of the Copyright Act, 17 U.S.C. Sec. 101, (ii) false designation of origin and
false or misleading representation in commerce under Sec. 43(a) of the Lanham
Act, 15 U.S.C. Sec 1125(a), and (iii) common law unfair competition. The Company
filed an answer on March 31, 2003, which denied all allegations of the complaint
and on June 23, 2003 the Company asserted a counter-claim against Hobbs seeking
damages for copyright infringement, alleging that Hobbs had sold all of his HALT
and HASS related intellectual property to the Company in 1994 for valuable
consideration. On November 3, 2003 the Company filed a motion for partial
summary judgment, and on May 21, 2004, the Company filed a motion for leave to
supplement its motion for summary judgment. On June 19, 2004, the Judge granted
the Company's motion for summary judgment, finding that Hobbs had sold the
copyrighted material to the Company for valuable consideration in 1994 and the
Court issued an order that Hobbs must pay QualMark's legal fees and costs based
on a finding that Hobbs' case was frivolous and his legal positions were not
reasonable. The Company submitted an application for fees and costs totaling
$243,000. Hobbs has opposed the application for fees, which the U.S. District
Court Judge has not yet ruled on. Hobbs also appealed the grant of summary
judgment in favor of the Company to the United States Court of Appeals for the
10th Circuit. The appeal was fully briefed by all parties and oral argument was
held on January 13, 2005 before a three judge panel of the Court of Appeals. In
an Order and Judgment dated March 11, 2005, the Court of Appeals panel
unanimously affirmed the decision of the District Court, stating that it agreed
with the District Court that summary judgment was appropriate with respect to
ownership of the copyrights, that the Copyright Act preempts Hobbs' claims under
the Lanham Act and state unfair competition law and that the District Court did
not abuse its discretion in awarding attorneys' fees to QualMark. The Court of
Appeals also denied Hobbs' motion for permission to file a short rebuttal to
supplement oral argument. There is no assurance that Hobbs will not request
reconsideration of the three Judge panel's decision by the full Court of Appeals
or seek review by the United States Supreme Court. However, were he to do so,
the Company believes his prospects for success would be minimal. The Company
does expect that the U.S. District Court Judge will now rule on the pending
application for fees and costs.

The Company's counterclaim against Hobbs alleging copyright infringement was
dismissed without prejudice based on the Company's having not registered its
copyrights prior to initiating the counterclaim. The Company had registered its
copyrights in seminar materials with the Register of Copyrights after it filed
its counterclaim and the Company has re-filed its infringement action in the
U.S. District Court for Colorado and also sought a preliminary injunction to
prevent Hobbs from using the Company's copyrighted materials without permission.
A hearing on the preliminary injunction was held on July 27, 2004. On September
16, 2004, the U.S. District Court denied the Company's motion for a preliminary
injunction and ruled that the matter of Hobbs' alleged infringement of the
Company's copyrights and any remedy for such infringement must go to trial.

There is no assurance that the Company will be awarded by the U.S. District
Court all of the fees and costs applied for or that Hobbs will voluntarily pay
the Company amounts awarded by the Court. The Company will vigorously pursue its
claim for fees and costs and seek to collect any award in full and will take all
legal steps necessary to protect its favorable ruling on appeal.

Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The statements contained in this report, which are not historical in nature, are
forward-looking statements subject to risks and uncertainties that are difficult
or impossible to predict with accuracy. Actual results could differ materially
from those set forth or implied by forward-looking statements. Such risks and
uncertainties include, but are not limited to, variability in order flow and
operating results, availability of capital to support operations, the ability of
the Company to find and retain qualified personnel to staff its manufacturing
and marketing operations and existing and anticipated test centers, and the risk
that the demand for the Company's

                                       12
<PAGE>

systems will not continue to grow.

Results of Operations

The Company's annual and quarterly operating results are subject to fluctuations
for a variety of reasons. The Company operates with a small backlog relative to
its revenue; thus most of its sales in each quarter result from orders received
in the current or prior quarter. In addition, because prices for the Company's
products are relatively substantial, a significant portion of net sales for each
quarter is attributable to a relatively small number of units.

Three Months Ended June 30, 2005 Compared With Three Months Ended June 30, 2004

Revenue

Net revenue increased $559,000 or 17.4% from $3,210,000 in the three months
ended June 30, 2004 to $3,769,000 for the three months ended June 30, 2005.

Equipment Revenue

Equipment revenue increased $71,000 or 2.5% from $2,870,000 in the three months
ended June 30, 2004 to $2,941,000 in the three months ended June 30, 2005. The
number of units sold in the three months ended June 30, 2005 increased 9.5% over
the three months ended June 30, 2004. The increase in sales for the three months
ended June 30, 2005 is primarily a direct result of the Company's penetration of
key accounts and an improvement in the domestic economy during 2005. The Company
is continuing its aggressive pursuit of sales in the aerospace/avionics,
defense, automotive, and consumer electronic industries. Of the total units
sold, international system sales increased 45.0% for the three months ended June
30, 2005. The Company continues to be cautiously optimistic in regards to a
slowly recovering domestic economy throughout 2005, as a result the Company is
continuing to cultivate its international presence by emphasizing its core
markets. QualMark utilizes twenty-nine independent international sales
representatives including representatives from the European, Mexican, Middle
Eastern, and Asian sectors. The Company is encouraged by the steady increase in
equipment sales but cannot give any assurance of the demand of its international
sales, or the overall increase in equipment sales.

Test Center (ARTC) Revenue

Test center revenue decreased $59,000 or 17.4% from $340,000 in the three months
period ended June 30, 2004 to $281,000 in the three months ended June 31, 2005.
In the three month period ended June 30, 2005, the Company operated three test
centers in the U.S., maintained four domestic strategic agreement test center
operations, and three strategic agreement test center operations in Europe,
versus four test centers in the U.S., four domestic strategic agreement test
center operations, and five strategic agreement test center operations in Europe
during the same period in 2004. Under the domestic and international strategic
agreement test centers, the Company does not have any continuing obligation
under any of the agreements. The Company primarily attributes the decrease in
test center revenue to the restructuring of one of the Company's domestic test
labs to improve profitability. The Company is continuing to examine the
strategic agreement test center model, in which additional agreements may be
entered into to minimize both variable and fixed test center costs, while
benefiting in a revenue share. The Company has changed its strategic focus on
the test center line of business to maximize volume and utilization, while
obtaining a continuous flow of sales leads, in the current operating
environment. These changes include operational consolidations, sales personnel
redeployment, and the expansion of domestic/international strategic agreements.
The Company feels confident that these implemented changes will continue to
contribute to increased total revenues, expand the Company's customer network,
and increase product awareness; however the Company cannot give any assurances
on the ultimate success.

QualMark ACG Revenue

Qualmark ACG generated $547,000 of revenue for the three months ended June 30,
2005. The revenue generated by QualMark ACG included complete factory rebuilt
vibration test systems and shakers, replacement field coils, replacement
armatures, as well as field service support.

                                       13

<PAGE>

Gross Profit

Total gross margin for the three months ended June 30, 2005 was 44.8%. This
compares to a gross margin of 46.1% for the three months ended June 30, 2004.
The decrease in gross margin for the three month period is primarily due to the
gross margin earned by QualMark ACG, which is lower than the gross margin earned
by QualMark.

Operating Expenses

Total operating expenses increased $218,000 or 19.9% to $1,313,000 for the three
months ended June 30, 2005 from $1,095,000 for the three months ended June 30,
2004.

Selling, general and administrative expenses increased $358,000 or 46.3% to
$1,131,000 in the three months ended June 30, 2005 from $773,000 for the three
months ended June 30, 2004. The primary increase of selling, general, and
administrative expenses during 2005 is attributed to $164,000 of expenses
related QualMark ACG, which represent 14.5% of total selling, general and
administrative expenses. The Company also invested in sales and marketing
programs to expand its total vibration market.

Research and development costs increased $5,000 or 2.8% to $182,000 for the
three months ended June 30, 2005 from $177,000 for the three months ended June
30, 2004. The increase is primarily attributed to an increase in research and
development staff, including contract labor. The Company continually strives to
sustain its commitment to product improvements and research and development. As
a result, research and development expenditures fluctuate from quarter to
quarter, and may increase in future quarters.

Arbitration and legal associated expenses of $145,000 were incurred for the
three months ended June 30, 2004, which were related to litigation with Dr.
Gregg Hobbs. (refer to Note 9 Legal Matters).

Interest Expense

Interest expense increased $12,000 or 44.4% to $39,000 for the three months
ended June 30, 2005 from $27,000 for the three months ended June 30, 2004. The
increase is primarily attributed to the increase in the outstanding commercial
borrowings with the purchase of ACG, which increased $924,000 from June 30, 2004
to June 30, 2005.

Six Months Ended June 30, 2005 Compared With Six Months Ended June 30, 2004

Revenue

Net revenue increased $1,368,000 or 22.6% from $6,059,000 in the six months
ended June 30, 2004 to $7,427,000 for the six months ended June 30, 2005.

Equipment Revenue

Equipment revenue increased $148,000 or 2.7% from $5,418,000 in the six months
ended June 30, 2004 to $5,566,000 in the six months ended June 30, 2005. The
number of units sold in the six months ended June 30, 2005 increased 10.3% over
the six months ended June 30, 2004. The increase in sales for the six months
ended June 30, 2005 is primarily a direct result of the Company's penetration of
key accounts and an improvement in the domestic economy during 2005. The Company
is continuing its aggressive pursuit of sales in the aerospace/avionics,
defense, automotive, and consumer electronic industries. Of the total units
sold, international system sales decreased 8.4% for the six months ended June
30, 2005. The Company continues to be cautiously optimistic in regards to a
slowly recovering domestic economy throughout 2005, as a result the Company is
continuing to cultivate its international presence by emphasizing its core
markets. QualMark utilizes twenty-nine independent international sales
representatives including representatives from the European, Mexican, Middle
Eastern, and Asian sectors. The Company is encouraged by the steady increase in
equipment sales but cannot give any assurance of the demand of its international
sales, or the overall increase in equipment sales.

Test Center (ARTC) Revenue

Test center revenue decreased $29,000 or 4.5% from $641,000 in the six months
period ended June 30, 2004 to $612,000 in the six

                                       14
<PAGE>

months ended June 30, 2005. In the six month period ended June 30, 2005, the
Company operated three test centers in the U.S., maintained four domestic
strategic agreement test center operations, and three strategic agreement test
center operations in Europe, versus four test centers in the U.S., four domestic
strategic agreement test center operations, and five strategic agreement test
center operations in Europe during the same period in 2004. Under the domestic
and international strategic agreement test centers, the Company does not have
any continuing obligation under any of the agreements. The Company primarily
attributes the decrease in test center revenue to restructuring one of the
Company's domestic test labs to improve profitability. The Company is continuing
to examine the strategic agreement test center model, in which additional
agreements may be entered into to minimize both variable and fixed test center
costs, while benefiting in a revenue share. The Company has changed its
strategic focus on the test center line of business to maximize volume and
utilization, while obtaining a continuous flow of sales leads, in the current
operating environment. These changes include operational consolidations, sales
personnel redeployment, and the expansion of domestic/international strategic
agreements. The Company feels confident that these implemented changes will
continue to contribute to increased total revenues, expand the Company's
customer network, and increase product awareness; however the Company cannot
give any assurances on the ultimate success.

QualMark ACG Revenue

Qualmark ACG generated $1,249,000 of revenue for the six months ended June 30,
2005. The revenue generated by QualMark ACG included complete factory rebuilt
vibration test systems and shakers, replacement field coils, replacement
armatures, as well as field service support.

Gross Profit

Total gross margin for the six months ended June 30, 2005 was 44.4%. This
compares to a gross margin of 48.3% for the six months ended June 30, 2004. The
decrease in gross margin for the six month period is primarily due to the gross
margin earned by QualMark ACG, which is lower than the gross margin earned by
QualMark.

Operating Expenses

Total operating expenses increased $290,000 or 12.7% to $2,567,000 for the six
months ended June 30, 2005 from $2,277,000 for the six months ended June 30,
2004.

Selling, general and administrative expenses increased $463,000 or 26.8% to
$2,190,000 in the six months ended June 30, 2005 from $1,727,000 for the six
months ended June 30, 2004. The primary increase of selling, general, and
administrative expenses during 2005 is attributed to $301,000 of expenses
related to QualMark ACG, which represent 13.7% of total selling, general and
administrative expenses. The Company also invested in sales and marketing
programs to expand its total vibration market.

Research and development costs increased $40,000 or 11.9% to $377,000 for the
six months ended June 30, 2005 from $337,000 for the six months ended June 30,
2004. The increase is primarily attributed to an increase in research and
development staff, including contract labor. The Company continually strives to
sustain its commitment to product improvements and research and development. As
a result, research and development expenditures fluctuate from quarter to
quarter, and may increase in future quarters.

Arbitration and legal associated expenses of $213,000 were incurred for the six
months ended June 30, 2004, which were related to litigation with Dr. Gregg
Hobbs. (refer to Note 9 Legal Matters).

Income Tax

During the six months ended June 30, 2005 the Company recorded a $7,000
provision for estimated Alternative Minimum Tax (AMT), as the Company
anticipates net operating profits for the year ended December 31, 2005, although
no assurance can be given. The Company expects to utilize its net operating loss
carryforwards to offset any ordinary taxable income for the year ended December
31, 2005.

Interest Expense

Interest expense increased $22,000 or 44.0% to $72,000 for the six months ended
June 30, 2005 from $50,000 for the six months

                                       15
<PAGE>

ended June 30, 2004. The increase is primarily attributed to the increase in the
outstanding commercial borrowings with the purchase of ACG, which increased
$924,000 from June 30, 2004 to June 30, 2005.

Liquidity and Capital Resources

During the six months ended June 30, 2005, the Company generated $468,000 of
cash from operating activities, invested $114,000 for equipment, repaid $116,000
of commercial bank borrowings, and generated $68,000 from the issuance of common
stock. Together, these activities resulted in a cash increase of $306,000, for
an ending balance of $822,000 at June 30, 2005. During the six months ended June
30, 2004, the Company generated $220,000 of cash from operating activities,
invested $56,000 for equipment, and repaid $230,000 of commercial bank
borrowings. Together, these activities resulted in a cash decrease of $66,000,
for an ending cash balance of $376,000 at June 30, 2004.

The Company's commercial borrowings consist of a term loan, a revolving line of
credit, (the "Credit Agreement") and a convertible debt agreement (the
"Convertible Debt"), refer to the 2004 Form 10-KSB, Financial Statement Note 5.

The average interest rate for the six-month periods ended June 30, 2005 and 2004
was 7.5% and 7.0%, respectively.

Both the revolving credit line and term loan under the Credit Agreement are
collateralized by substantially all the assets of the Company. Borrowings under
the line of credit are subject to borrowing base limits. As of June 30, 2005,
there were no borrowings and there was $1,500,000 of availability on the line of
credit. As of June 30, 2005, the principal balance of the term loan was
$614,000.

The Company's Convertible Debt agreement is a five-year, interest only agreement
with provisions for interest rate resets and conversion into the Company's
common stock. The Convertible Debt agreement was entered into with an affiliate
of the commercial bank that issued the Company's Credit Agreement. The
Convertible Debt agreement is collateralized by substantially all the assets of
the Company, subject to subordination to the Credit Agreement. As of June 30,
2005, the principal balance of the Convertible Debt was $1,000,000.

The Company must maintain certain financial and other covenants to be in
compliance with the Credit Agreement and Convertible Debt. The Company is not
now, nor has it ever been in arrears on any payment pursuant to the Credit
Agreement or the Convertible Debt. For the three and six months ended June 30,
2005, the Company was in compliance with its financial covenants.

As required by the Credit Agreement, the Company is making monthly principal
payments of $20,800 on the term loan during 2005. The Company has also
determined that, during 2005, draws on the revolving line of credit are expected
to be made based on operational cash flow needs or growth based initiatives. At
the close of each quarter, the Company has made arrangements to meet and review
results of the Company with the Commercial Bank and the Convertible Debt holder.
The Company believes its relations with its Commercial Bank and Convertible Debt
holder to be good.

While there is no guarantee that the Company will be able to meet the
operational and financial requirements of its 2005 budget and limit the use of
cash and cash equivalents, the Company's operating plan and execution thereof is
focused on growing revenue, controlling costs and conserving cash. The Company
can not predict with certainty the expected revenues, gross profit margin, net
income and usage of cash and cash equivalents for 2005. However, the Company's
management believes that the Company's cash and cash equivalents, working
capital, and $1,500,000 of availability on its revolving credit line provide
adequate capital resources to fund its operations, 2005 debt repayments, and
working capital needs, through at least the end of the second quarter of 2006.

Business Environment

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Suppliers

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

International Operations

                                       16

<PAGE>

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Intellectual Property

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Acquisition

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Legal Proceedings

Refer to Note 9 of the Financial Statements.

Government Regulation

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Critical Accounting Policies and Estimates

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Contractual Obligations

Refer to the 2004 Form 10KSB, Management Discussion and Analysis, Item 6.

Item 3.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to interest rate changes are primarily related to its
variable rate debt issued under its $614,000 Credit Agreement (refer to Note 3,
of the Financial Statements). Because the interest rates on these facilities are
variable, based upon the bank's prime rate, the Company's interest expense and
net income are affected by interest rate fluctuations. If interest rates were to
increase or decrease by 100 basis points, the result, based upon the existing
outstanding debt as of June 30, 2005 would be an annual increase or decrease of
approximately $6,100 in interest expense for a twelve-month period.

Item 4.

                             CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the President and Chief
Executive Officer and the Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. As of the end of the period
covered by the report, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's President and Chief Executive Officer and its Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures based upon and as of the date of that
evaluation, the President and Chief Executive Officer and the Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective.

(b) Changes in Internal Controls:

                                       17

<PAGE>

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.

                            PART II OTHER INFORMATION

Item 1. Legal Proceedings

      Refer to Note 9 of the Financial Statements.

Item 2. Changes in Securities

During the quarter ended June 30, 2005, the Company issued 19,395 shares of
common stock upon the exercise of stock options for $23,000 cash at an average
exercise price of $1.19 per share and issued 25,000 shares of common stock upon
the exercise of a warrant for $29,000 cast at an exercise price of $1.15.

Item 3. Defaults upon Senior Securities

      None

Item 4. Submission of Matters to a Vote of Security Holders

      The following matters were submitted to a vote of shareholders of the
      Company at the Annual meeting of Shareholders held May 26, 2005:

      (a)   The following members were elected to the Board of Directors to hold
            office until the next annual meeting.

<TABLE>
<CAPTION>
NOMINEE                         FOR           WITHHELD
<S>                          <C>              <C>
Charles D. Johnston          7,380,376         9,400
James LD Roser               7,381,376         8,400
Alan Valenti                 7,381,376         8,400
William Sanko                7,381,376         8,400
Gerald Laber                 7,381,376         8,400
</TABLE>

      (b)   The 2005 Stock Option Plan was ratified by a vote of 4,927,358 in
            favor, 107,546 against, 20,075 abstained and 2,334,767 withheld.

      (c)   GHP Horwath, P.C., independent registered public accounting firm,
            were selected as the auditors of the Company for the fiscal year
            ending December 31, 2005, by a vote of 7,350,801 shares in favor,
            2,100 shares against, and 36,875 shares abstained.

Item 5. Other Information

      None

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

      (a)   Exhibits - See Index to Exhibits

      (b)   Reports on Form 8-K during the quarter ended June 30, 2005:

                                       18

<PAGE>

      On April 21, 2005, the Company issued a press release announcing its
      earnings for the quarter ended March 31, 2005.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       QualMark Corporation

Date: August 12, 2005                        By: /s/ CHARLES D. JOHNSTON
                                                 -------------------------------
                                                 Charles D. Johnston President,
                                                 Chief Executive Officer

Date: August 12, 2005                        By: /s/ ANTHONY A. SCALESE
                                                 ------------------------------
                                                 Anthony A. Scalese
                                                 Chief Financial Officer
                                                 & Principal Accounting Officer

                                       19
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                DESCRIPTION
------      --------------------------------------------------------------------
<S>         <C>
 3.1        Amended and Restated Articles of Incorporation of the Company.(1)

 3.2        Amended and Restated Bylaws of the Company.(1)

 3.3        Certificate of Designation for Series A Preferred Stock.(5)

 3.4        Amended Certificate of Designation for Series A Preferred Stock.(5)

 3.5        Statement of Change of Registered Agent.(5)

 4.1        Form of Certificate for Shares of Common Stock.(1)

 4.6        Form of Warrant issued to holders of 10% secured promissory
            notes.(1)

10.1        QualMark Corporation 1993 Incentive Stock Option Plan.(1)

10.2        QualMark Corporation 1996 Stock Option Plan.(3)

10.3        Employment Agreement dated March 1, 1993 by and between the Company
            and W. Preston Wilson.(1)

10.4        Employment Agreement dated August 15, 1994 by and between the
            Company and J. Wayne Farlow.(1)

10.5        Agreement dated September 30, 1995 by and between the Company and
            Gregg K. Hobbs.(1)

10.8        Addendum to Agreement dated as of December 21, 1995 by and between
            the Company and Gregg K. Hobbs.(1)

10.11       Loan and Security Agreement dated April 30, 1996, by and between
            QualMark Corporation and Silicon Valley Bank, as amended by
            Amendment to Loan and Security Agreement dated August 18, 1997.(2)

10.12       Loan and Security Agreement dated December 22, 1998, by and between
            QualMark Corporation and U.S. Bank National Association.(4)

10.13       Waiver and Amendment to Loan Agreement dated March 15, 1999 by and
            between QualMark and U.S. Bank National Association.(4)

10.14       Second Amendment to Loan Agreement dated August 23, 1999 by and
            between QualMark and U.S. Bank National Association.(5)

10.15       Settlement Agreement dated August 30, 1999 by and among QualMark
            Corporation and Screening Systems, Inc.(5)

10.16       Preferred Stock Purchase Agreement dated September 1, 1999,
            including Warrant to Purchase 139,535 Shares of Common Stock.(5)

10.17       Third Amendment to Loan Agreement dated March 31, 2000 by and
            between QualMark and U.S. Bank National Association.(6)

10.18       Employment Agreement dated July 17, 2000 by and between the Company
            and Charles D. Johnston.(7)

10.19       Second Amendment to Promissory Notes and Fifth Amendment to Loan
            Agreement dated February 1, 2001 by and between QualMark and U.S.
            Bank National Association.(8)

10.20       Third Amendment to Promissory Notes and Sixth Amendment to Loan
            Agreement dated June 29, 2001 by and between QualMark QualMark and
            U.S. Bank National Association.(9)

10.21       Fourth Amendment to Promissory Notes and Seventh Amendment to Loan
            Agreement dated January 31, 2002 by and between QualMark and U.S.
            Bank National Association. (10)

10.22       Series C Preferred Stock Purchase Agreement dated March 27, 2002
            (11)

10.23       Series C Preferred Stock Certificate of Designations (11)

10.24       Series B Preferred Stock Certificate of Designations (11)

10.25       Fifth Amendment to Promissory Notes and Eighth Amendment to Loan
            Agreement dated January 23, 2003 by and between QualMark and U.S.
            Bank National Association.(12)

10.25(b)    Sixth Amendment to Promissory Notes and Ninth Amendment to Loan
            Agreement dated July 25, 2003 by and between QualMark and U.S. Bank
            National Association(13)

10.26       Irrevocable Letter of Credit issued to Catellus Development
            Corporation (12)
</TABLE>

                                       20

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                DESCRIPTION
-------     -------------------------------------------------------------------
<S>         <C>
10.26(b)    Warrant agreement to purchase 25,000 shares of Common Stock dated
            July 25, 2003 (13)

10.27       Seventh Amendment to Promissory Notes and Tenth Amendment to Loan
            Agreement dated February 27, 2004 by and between QualMark and U.S.
            Bank National Association. (14)

10.28       Settlement Agreement and Payment Schedule dated February 13, 2004,
            by and between QualMark Corporation and Gregg K. Hobbs. (14)

10.29       Eighth Amendment to Promissory Notes and Eleventh Amendment to Loan
            Agreement dated April 20, 2004 by and between QualMark and U.S. Bank
            National Association.(15)

10.30       Loan and Security Agreement dated November 9, 2004 by and between
            QualMark and Silicon Valley Bank (16)

10.31       Loan and Security Agreement dated November 11, 2004 by and between
            QualMark and Partners for Growth (17)

10.32       Asset Purchase Agreement dated November 12, 2004 by and between
            QualMark and ACG Dynamics, Inc. (17)

14          Director and Officer Code of Ethics (14)

31.1        CEO Certification of Section 302 of the Sarbanes-Oxley Act of 2002

31.2        CFO Certification of Section 302 of the Sarbanes-Oxley Act of 2002

32          Certifications of Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

----------------
(1)   Incorporated by reference from the Company's Registration Statement No.
      333-1454-D on Form SB-2.

(2)   Incorporated by reference from the Company's Quarterly Report on Form 10-
      QSB for the quarter ended September 30, 1997.

(3)   Incorporated by reference from the Company's Proxy Statement for the 1996
      Annual Meeting of Shareholders.

(4)   Incorporated by reference from the Company's Annual Report of Form 10-KSB
      for the year ended December 31, 1998.

(5)   Incorporated by reference from the Company's Quarterly Report on Form 10-
      QSB for the quarter ended September 30, 1999.

(6)   Incorporated by reference from the Company's Quarterly Report on Form 10-
      QSB for the quarter ended June 30, 2000.

(7)   Incorporated by reference from the Company's Quarterly Report on Form 10-
      QSB for the quarter ended September 30, 2000.

(8)   Incorporated by reference from the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2000.

(9)   Incorporated by reference from the Company's Quarterly Report on Form 10-
      QSB for the quarter ended June 30, 2001.

(10)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2001.

(11)  Incorporated by reference from the Company's Quarterly Report on Form
      10-QSB for the quarter ended March 31, 2002.

(12)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2002.

(13)  Incorporated by reference from the Company's Quarterly Report on Form
      10-QSB for the quarter ended June 30, 2003.

(14)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2003.

(15)  Incorporated by reference from the Company's Quarterly Report on Form
      10-QSB for the quarter ended March 31, 2004.

(16)  Incorporated by reference from the Company's Quarterly Report on Form
      10-QSB for the quarter ended September 30, 2004.

(17)  Incorporated by reference from the Company's Annual Report on Form 10-KSB
      for the year ended December 31, 2004.

                                       21