<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                  March 31, 2003
                               -------------------------------------------------

[ ] 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 May 9, 2003 is
3,610,092.

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


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                              QUALMARK CORPORATION
                            STATEMENTS OF OPERATIONS
            (UNAUDITED, AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                         FOR THE THREE      FOR THE THREE
                                                          MONTHS ENDED       MONTHS ENDED
                                                            MARCH 31,         MARCH 31,
                                                              2003               2002
                                                         -------------      -------------
<S>                                                      <C>                <C>
Net revenue                                              $       1,334      $       1,903
Cost of sales                                                      924              1,117
                                                         -------------      -------------
    Gross profit                                                   410                786

Selling, general and administrative expenses                       550                665
Research and development expenses                                  170                196
                                                         -------------      -------------
   Loss from operations                                           (310)               (75)

Other expense:
    Interest, net                                                  (32)               (46)
                                                         -------------      -------------

Net loss                                                 $        (342)     $        (121)
                                                         =============      =============


Net loss per share - basic and diluted                   $       (0.12)     $       (0.18)

Weighted average number of common shares - basic
 and diluted                                                 3,610,000          3,610,000
</Table>

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



                                       2
<PAGE>


                              QUALMARK CORPORATION
                                 BALANCE SHEETS
            (UNAUDITED AMOUNTS IN THOUSANDS, EXCEPT NUMBER OF SHARES)

<Table>
<Caption>
                                                                  MARCH 31, 2003      DECEMBER 31, 2002
                                                                  --------------      -----------------
<S>                                                               <C>                 <C>
ASSETS
Current assets:

  Cash                                                            $          758      $           1,288
  Trade accounts receivable, net of allowance for
      Doubtful accounts of $60 and $52 at March 31,
      2003 and December 31, 2002, respectively                             1,271                  1,468
  Inventories, net                                                           599                    612
  Other current assets                                                        99                     27
                                                                  --------------      -----------------
    Total current assets                                                   2,727                  3,395

  Property and equipment, net                                                690                    710
  Restricted cash                                                             90                     90
  Other assets                                                               121                     70
                                                                  --------------      -----------------
                                                                  $        3,628      $           4,265
                                                                  ==============      =================


LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:

  Accounts payable                                                $          339      $             487
  Accrued expenses                                                           354                    339
  Deferred revenue                                                            40                     40
  Current portion of long-term debt                                        1,445                    720
                                                                  --------------      -----------------
    Total current liabilities                                              2,178                  1,586

  Long-term debt                                                              --                    890
                                                                  --------------      -----------------
    Total liabilities                                                      2,178                  2,476
                                                                  --------------      -----------------
Commitments and contingencies

Convertible redeemable preferred stock (Note 8);
     no par value; 2,000,000 shares authorized;

     692,951 designated as Series B, 606,086 shares issued
     and outstanding, liquidation preference of $1,331 (2003);             1,273                  1,243

     2,000 designated as Series C, 1,062 shares issued
     and outstanding, liquidation preference of $1,084 (2003);               287                    215

Shareholders' (deficit) equity:
  Common stock; no par value; 15,000,000 shares authorized;
      3,610,092 shares issued and outstanding                              7,730                  7,829

Accumulated deficit                                                       (7,840)                (7,498)
                                                                  --------------      -----------------
    Total shareholders' (deficit) equity                                    (110)                   331
                                                                  --------------      -----------------

                                                                  $        3,628      $           4,265
                                                                  ==============      =================
</Table>

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


                                       3
<PAGE>


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

<Table>
<Caption>
                                                                                 FOR THE THREE    FOR THE THREE
                                                                                  MONTHS ENDED     MONTHS ENDED
                                                                                 MARCH 31, 2003   MARCH 31, 2002
                                                                                 --------------   --------------
<S>                                                                              <C>              <C>
                   Cash Flows From Operating Activities:
                   Net loss                                                      $         (342)  $         (121)
                   Adjustments to reconcile net loss to net cash used in
                     Operating activities:
                       Depreciation and amortization                                         93              113
                       Decrease in inventory reserve                                         (8)              --
                       Provision for bad debts                                                8               10
                       Stock option expense                                                   3               --
                   Change in assets and liabilities:
                       Trade accounts receivable                                            189             (451)
                       Inventories                                                           21              435
                       Other assets                                                        (130)            (114)
                       Accounts payable and accrued expenses                               (133)             (73)
                                                                                 --------------   --------------
                           Net cash used in operating activities                           (299)            (201)


                   Cash Flows From Investing Activities:
                   Acquisition of property and equipment                                    (66)             (40)
                                                                                 --------------   --------------
                       Net cash used in investing activities                                (66)             (40)


                   Cash Flows From Financing Activities:
                   Payments on borrowings                                                  (165)             (95)
                   Proceeds from issuance of preferred stock and warrants, net               --              976
                                                                                 --------------   --------------
                       Net cash (used in)  provided by financing activities                (165)             881

                   Net (decrease) increase in cash                                         (530)             640
                   Cash and cash equivalents at beginning of period                       1,288              500
                                                                                 --------------   --------------
                   Cash and cash equivalents at end of period                    $          758   $        1,140
                                                                                 ==============   ==============

                   Supplemental Disclosure:
                   Interest paid                                                 $           33   $           24

                   Non-Cash Investing and Financing Activities:
                   Deemed preferred stock dividend resulting from conversion
                   of Series A preferred shares to Series B preferred shares                 --   $          489
                   Redeemable preferred stock dividends accrued                  $           48   $           26
                   Accretion of preferred stock                                  $           54   $            6
                   Transfer of equipment to inventory held for resale                        --   $           12
</Table>

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


                                       4
<PAGE>


                              QUALMARK CORPORATION
                     NOTES TO UNAUDITED 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.

NOTE 1 - Financial Presentation

These financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 2002 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 March 31, 2003 and for the three months ended
March 31, 2003 and 2002 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 months ended March 31,
2003 are not necessarily indicative of results for the remainder of 2003.
Amounts at December 31, 2002 are derived from the Company's audited financial
statements.

NOTE 2 - Inventories

Inventories consist of the following (in thousands):

<Table>
<Caption>
                                                 MARCH 31,      DECEMBER 31,
                                                    2003            2002
                                                 ---------      ------------
<S>                                              <C>            <C>
         Raw materials                           $     402      $        501
         Work in process                                93               107
         Finished goods                                155                63
         Less: Allowance for obsolescence              (51)              (59)
                                                 ---------      ------------
                                                 $     599      $        612
                                                 =========      ============
</Table>

The Company monitors inventory for turnover and obsolescence, and records
reserves for excess and obsolete inventory as appropriate.


                                       5
<PAGE>


NOTE 3 - Commercial Bank Borrowings

The Company's commercial bank borrowings consist of a term loan and a revolving
line of credit, (the "Credit Agreement"). Refer to the 2002 Form 10-KSB,
Financial Statement Note 5.

During 2002, there were various renegotiations of the Credit Agreement. Among
other changes, the interest rate was increased to Prime Rate plus 3.0%, with
required monthly payments of $55,000, and the maturity date was extended to
March 15, 2003. On January 23, 2003, the Company renegotiated its Credit
Agreement with the commercial bank. Among other changes, the principal amount of
the revolving line of credit was reduced to $500,000 and the principal amount of
the term loan was increased to $1,110,000, the monthly principal payments will
increase on July 1, 2003 from $55,000 to $65,000, and the maturity date was
extended to March 15, 2004.

The average interest rate for the three-month periods ending March 31, 2003 and
2002, for the term loan and revolving credit line was 7.5% and 7.08%,
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. Based
on the provisions of the Credit Agreement, as of March 31, 2003, there was no
additional availability on the line of credit.

As of March 31, 2003, the balances of the revolving credit and term loan are
$500,000 and $945,000, respectively.

The Company must maintain certain financial and other covenants to be in
compliance with the Credit Agreement. Although the Company is not now, nor has
it ever been in arrears on any payment pursuant to the Credit Agreement, as of
March 31, 2003, the Company was not in compliance with certain financial
covenants contained in the Credit Agreement. The Company has, however, received
waivers from its lender regarding such noncompliance for the quarter ending
March 31, 2003.

The Company had also determined that, during 2003, quarterly payments to the
revolving line of credit would be made, based on cash flows generated from
operations. 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 Company
believes its relations with its commercial bank to be good. At the end of 2003,
the Company expects to negotiate with the commercial bank for an extension to
the Credit Agreement, although there can be no guarantee that such
renegotiations will be successful.

NOTE 4 - 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 5 -Loss Per Share

Basic loss per share is computed by dividing net loss is available to common
shareholders by the weighted average number of shares outstanding during the
period. Diluted loss 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.

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


                                       6
<PAGE>


Basic and diluted loss per share computation:

<Table>
<Caption>
                                                                THREE MONTHS ENDED

                                                        MARCH 31, 2003      MARCH 31, 2002
                                                        --------------      --------------
<S>                                                     <C>                 <C>
Net loss                                                $         (342)     $         (121)
Accretion of redeemable preferred stock, preferred
stock dividends, and beneficial conversion feature                (102)                (32)
Deemed preferred stock dividend resulting from
conversion of Series A preferred shares to Series B
preferred shares                                                    --                (489)
                                                        --------------      --------------

Net loss applicable to common shareholders                        (444)               (642)
                                                        ==============      ==============

Weighted average shares outstanding - basic                      3,610               3,610
                                                        ==============      ==============

Net loss per share - basic                              $        (0.12)     $        (0.18)
                                                        ==============      ==============


Weighted average shares outstanding - basic                      3,610               3,610

Dilutive stock options and warrants                                 --                  --
                                                        --------------      --------------

Weighted average shares outstanding - diluted                    3,610               3,610
                                                        ==============      ==============

Net loss per share - diluted                            $        (0.12)     $        (0.18)
                                                        ==============      ==============
</Table>

Options and warrants to purchase 1,887,063 and 1,758,267 shares of common stock
and 620,169 (3,252,723 if converted to common shares, refer to Note 8) and
572,640 (3,003,349 if converted to common shares, refer to Note 8) preferred
shares were excluded from dilutive stock option calculations for the three month
periods ended March 31, 2003 and 2002, respectively, as their inclusion would be
antidilutive.

NOTE 6 - Segment Information

The Company operates in two business segments, testing equipment ("Equipment")
and Accelerated Reliability Test Centers ("ARTC"). The Equipment segment is
engaged in the manufacture and sale of vibration and thermal chambers for
quality control testing of various electronic devices and components. The ARTC
segment operates service centers where vibration and thermal chambers are
available to customers for daily rental.

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 2002 and there are
no inter-segment transactions. The Company evaluates the performance of its
segments and allocates resources to them based primarily on revenue or gross
profit. All operating revenues and expenses are allocated to business segments
in determining their gross profit. All other expenses are not utilized in
determining the allocation of resources on a segment basis.


                                       7
<PAGE>


The table below summarizes information about reported segments (in thousands) as
of and for the three months ended March 31, 2003 and 2002:

<Table>
<Caption>
                                                       EQUIPMENT      ARTC        TOTAL
                                                       ---------     ------      -------
<S>                                                    <C>           <C>         <C>
                 THREE MONTHS ENDED MARCH 31, 2003

                 Net Revenue                           $   1,078     $  256      $ 1,334
                 Gross profit                                432        (22)         410
                 Property and equipment, net                 101        589          690

                 THREE MONTHS ENDED MARCH 31, 2002

                 Net Revenue                           $   1,312     $  591      $ 1,903
                 Gross profit                                553        233          786
                 Property and equipment, net                 163        604          767
</Table>

    The following information is by geographic area (in thousands):

<Table>
<Caption>
                                                             UNITED                  ASIA
                                                             STATES     EUROPE      PACIFIC        TOTAL
                                                             ------     ------      -------       -------
<S>                                                          <C>        <C>         <C>           <C>
         THREE MONTHS ENDED MARCH 31, 2003
         Sales                                               $  958     $  376           --       $ 1,334
         Property and equipment, net                            578        112           --           690

         THREE MONTHS ENDED MARCH 31, 2002
         Sales                                               $1,354     $    4      $   545       $ 1,903
         Property and equipment, net                            653        114           --           767
</Table>

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

NOTE 7 - Income Taxes

Refer to the Company's 2002 Form 10-KSB, Financial Statement Note 7.

NOTE 8 - Preferred Stock

Preferred Stock - Series A and Series B

On March 27, 2002 an existing common stock investor (the "Investor") exchanged
its 571,013 outstanding shares of Series A preferred stock, for an equal number
of shares of Series B preferred stock of the Company. The Series B preferred
stock has the same preferences, limitations and relative rights as the Series A
preferred stock, except that the conversion rate will be $0.922 per share
instead of $2.15 per share. These rights include voting rights equal to the
number of shares of common stock into which each share of preferred stock would
be convertible, dividends at the rate of 8.0% per annum paid quarterly either in
cash or in kind, priority over common stock to distributions upon liquidation or
dissolution and redemption rights on any date after September 1, 2004. The
preferred stock exchange resulted in a beneficial conversion feature of
$489,000. This beneficial conversion feature would normally have resulted in a
credit to common stock and a charge to retained earnings. As the Company has an
accumulated deficit, both the credit and charge are reflected in common stock in
the accompanying 2002 financial statements. This beneficial conversion feature
was recorded as a charge to loss applicable to common shareholders for the
quarter ended March 31, 2002. In addition, the accretion recorded under the
mandatory redemption feature, including the impact of the beneficial stock
discount, was $4,000 for the three month periods ended March 31, 2003 and 2002.

The reason for the exchange of the Series A shares for the Series B shares was
to provide the Investor with a conversion rate that reflects current market
prices.

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

      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.


                                       8
<PAGE>


      Anti-Dilution Protection -- The Series B preferred stock conversion ratio
      is subject to adjustment, calculated in accordance with the Company's
      article 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.

      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 March 31, 2003 and 2002,
      $26,000 and $1,300 of dividends were accrued, respectively. As of March
      31, 2003, the Series B preferred shares have $26,000 of accumulated
      dividends in arrears. Of the dividends in arrears at March 31, 2003, the
      Company anticipates a dividend payment (in kind) of 12,218 Series B
      preferred shares at the liquidation price of $2.15 per share on or before
      December 31, 2003.

      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 $1,331,000 at March 31, 2003.

      Mandatory 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

On March 27, 2002, the Company authorized the issuance of 1,000 shares of Series
C, convertible, redeemable, cumulative, participating, no par preferred stock
("Series C preferred stock").

On March 27, 2002, the Investor purchased 1,000 shares of Series C preferred
stock and warrants to purchase shares of common stock, in exchange for
$1,000,000. The net proceeds to the Company were $967,000. The warrants were
valued and recorded at $259,000. Due to the conversion feature of the Series C
preferred stock transaction, a beneficial conversion feature of $741,000 existed
at the execution of the agreement. The Company is accreting the beneficial
conversion feature of the Series C preferred stock to the earliest date the
Series C preferred stockholders can elect the option to redeem the Series C
preferred stock. The accretion recorded for the three month periods ending March
31, 2003 and 2002 was $50,000 and $2,000, respectively. The beneficial
conversion feature was recorded as an increase to common stock and a decrease to
Series C preferred stock.

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

     Conversion --The Investor may now convert its Series C preferred stock into
     shares of the Company's common stock at any time.


                                       9
<PAGE>


     In the event that the Investor elects to convert, the conversion price per
     share of the Series C preferred stock will be $0.5993 per share. The
     applicable conversion terms result in a beneficial conversion feature of
     approximately $741,000, which was recorded in the first quarter of 2002,
     and is being accreted to the earliest date the Series C preferred
     stockholder can elect the option to redeem the Series C preferred stock.

     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 (loss) 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 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 (loss) 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 March 2003 and 2002, $22,000 and
     $1,000 of dividends were accrued, respectively. As of March 31, 2003, the
     Series C preferred shares accumulated dividends in arrears of $22,000. Of
     the dividends in arrears at March 31, 2003, the Company anticipates a
     dividend payment (in kind) of 22 Series C preferred shares at the
     liquidation price of $1,000 per share on or before December 31, 2003.

     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 totals $1,084,000 at March 31, 2003.

     Mandatory Redemption -- The Series C preferred stock is redeemable at any
     time after April 1, 2007 at the option of the holders 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 holders 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 holders
     of the Series C preferred stock.

     Warrants

     In connection with the Series C preferred stock transaction, the Investor
     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.

NOTE 9 - Legal Matters

    On May 30, 2001, the Company was served with an arbitration demand from
Gregg K. Hobbs ("Hobbs"), a former employee and officer. The arbitration demand
alleges that the Company breached provisions in the original September 30, 1995
separation agreement, executed between Hobbs and the Company. The parties
selected a single arbitrator with the Judicial Arbiter Group ("JAG") in Denver,
Colorado and a hearing in the arbitration was set for April 29, 2002, but was
rescheduled to August 19, 2002, and subsequently rescheduled to April 21, 2003.
On April 26, 2003, the Company completed the arbitration hearing in front of the
single arbitrator with JAG. The arbitrator will make his final ruling and damage
assessment, if any, on or before June 20, 2003. The Company believes it did not
breach the September 30, 1995 agreement or cause damages to entitle Hobbs to
recovery, and has actively defended its position; however, no guarantee can be
given on the ultimate outcome or on the ultimate amount of damages, if any.

    In December 2002, the Company was served with a complaint from Hobbs
Engineering Corporation ("HEC"), a company controlled by Hobbs, seeking
injunctive relief and an unspecified amount of damages against the Company and
five current and


                                       10
<PAGE>


former employees of or consultants of the Company. In this action in District
Court in Boulder, Colorado, HEC alleges that the Company and the current and
former employees and consultants, acting as "agents" for the Company, violated
the Colorado Unfair Trade Practices Act (Colorado Revised Statutes, Sec.
6-2-105(1)(a)) by offering potential customers seminars on the use of HALT and
HASS in competition with HEC at less than the cost to the Company to produce the
seminars. The Company offers these seminars at no cost as a means to promote
sales of chambers. HEC further alleges that it has been damaged by the Company's
free seminars to potential customers and that HEC is entitled to recover
damages. The Company filed its answer to the HEC Complaint on January 7, 2003.
The Company asserts that it is entitled to offer seminars for free or at reduced
prices to potential customers, that its seminars do not compete with seminars
offered by HEC, that the Company's activities are not in violation of the
Colorado Unfair Trade Practices Act, and that HEC is not entitled to the relief
it seeks. The Company intends to contest the case vigorously; however, no
guarantee can be given to the ultimate outcome or the ultimate amount of the
damages, if any.

    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) the use by the Company of written materials on HALT and HASS
constitutes 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 allegations of the complaint
with respect to copyright infringement and other claims and disputed Hobs
alleged ownership of copyright in any written materials used by the Company
based on Hobbs having sold all rights to such materials to the Company in 1994.
Subsequently, on April 30, 2003, the Company filed a motion for postponement of
further activity in the District Court action pending the decision of the
arbitrator based on the hearing completed on April 26, 2003. The Company intends
to contest the case vigorously; however, no guarantee can be given to the
ultimate outcome or the ultimate amount of the damages, if any.

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 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. Further, the fact
of shipping or not shipping a product in a quarter can result in the difference
between a profitable quarter or an unprofitable one, given the significant sales
price of the Company's product and the related margin.


                                       11
<PAGE>


Three Months Ended March 31, 2002 Compared With Three Months Ended March 31,
2003

Revenue

Net revenue decreased $569,000 or 29.9% from $1,903,000 in the three months
ended March 31, 2002 to $1,334,000 for the three months ended March 31, 2003.

Equipment Revenue

Equipment revenue decreased $234,000 or 17.8% from $1,312,000 in the three-month
period ended March 31, 2002 to $1,078,000 in the three months ended March 31,
2003. Seven OVS units were sold in the first quarter of 2003, of which one was a
used/refurbished unit, compared to nine OVS units sold in the first quarter of
2002, of which one was a used/refurbished unit. The decrease in sales for the
period ended March 31, 2003 primarily occurred due to the continued slowdown of
the capital goods market, the international political environment, and our
historically steady Asia Pacific business failing to materialize. The Company is
continuing its aggressive pursuit of international and domestic sales in the
high technology industry in preparation for the eventual economic improvement.
Of the units sold in the quarter ended March 31, 2003, three represented
international sales versus four international sales for the quarter ended March
31, 2002. The international market was down for the first quarter of 2003
providing only 32.7% of the Company's equipment revenue for the three months
ended March 31, 2003 versus 41.5% for the three months ended March 31, 2002. The
Company continues to expect a slow recovery in domestic equipment sales
throughout 2003 as the equipment line of business trends capital spending.
Because of the lagging economy, the Company is continuing to cultivate its
international presence by emphasizing its core markets, as well focus on the
used/refurbish equipment line of business. The Company utilizes two methods to
supply its used and refurbished equipment line. The Company actively purchases
used QualMark equipment from the marketplace, refurbishes and sells the updated
equipment, or sells its used "as is" equipment from its test center labs. Both
methods could result in lower per chamber average revenue, but will generally
yield higher margins for the Company, as minimal labor and material is required
to prepare them for resale. The Company is encouraged with its recently released
product, the OVTT (refer to the 2002 form 10KSB, Item 1, Research and Product
Development) to also assist in stimulating the domestic equipment market. The
Company can not give any assurance of the demand of its used/refurbish equipment
sales, success of the OVTT, or the overall increase in equipment sales.

On September 7, 2001 the Company announced an exclusive strategic partnership
with Weiss Umwelttechnik GmbH ("Weiss Technik"), the world leader in
environmental test chambers. In June 2003, the Company will officially terminate
its partnership with Weiss Technik. The decision was mutually decided upon, as
import costs became prohibitive. This will allow the Company to focus on its
core business.

Test Center (ARTC) Revenue

Test center revenue decreased $335,000 or 56.7% from $591,000 in the three
months ended March 31, 2002 to $256,000 in the three months ended March 30,
2003. The Company operated four test centers in the U.S., maintained one
strategic domestic partnership, and five strategic partnership test center
operations in Europe during 2003, versus five test centers in the U.S. and five
strategic partnership operations in Europe during the same period in 2002. The
Company primarily attributes the decrease in test center revenue to a
conservative economic atmosphere in the high technology industry, as well as an
increase in competition. Due to the existing economic trends, companies that
would not normally compete in the test center industry are doing so to generate
additional revenue. This additional competition has resulted in increased
pricing and demand pressures for the Company. Due to QualMark's perseverance
during the current economic atmosphere, the Company received a significant
six-figure test center order from one of the largest military contractors (which
should be completed by the end of 2003). The Company is also continuing to
examine the Detroit, Michigan partnership test center model, in which additional
partnerships may be entered into to minimize both variable and fixed test center
costs, while benefiting in a revenue share. In April 2003 the Company expanded
its test center network with a new domestic partner in the Southern United
States, which will follow the Detroit, Michigan test center model. The Company
has changed its strategic focus on the test center line of business to maximize
volume and utilization in the current operating environment. These changes
include operational consolidations, sales personnel redeployment, and the
expansion of domestic/international strategic partnerships. The Company feels
confident that these changes will result in increased revenues, expand the
Company's customer network, and increase product awareness, however the Company
cannot give any assurances on the ultimate success.

Gross Profit

Total gross margin for the three months ended March 31, 2003 was 30.7%. This
compares to a gross margin of 41.3% for the three months ended March 31, 2002.
The decrease in gross margin for the three-month period is primarily due to
increased equipment costs


                                       12
<PAGE>


for Certification Europa (CE) licensing, which enables manufactured products to
be sold in Europe, and the low volume on our test center line of business. The
Company is cautiously optimistic in observing an increase in interest from
potential European buyers during the remainder of 2003, and feels the
aforementioned strategic test center plan is on schedule and is being
implemented as intended.

Operating Expenses

Total operating expenses decreased $141,000 or 16.4% to $720,000 for the three
months ended March 30, 2003 from $861,000 for the three months ended March 31,
2002.

Selling, general and administrative expenses decreased $115,000 or 17.3% to
$550,000 in the three months ended March 31, 2003 from $665,000 for the three
months ended March 31, 2002. The decrease in the first quarter of 2003 is
primarily due to the reduction of legal and professional fees related to
arbitration costs (refer to Note 9 of the Financial Statements) to be concluded
in the second quarter of 2003. The Company continues to monitor and identify
ways to reduce operating expenditures. Sales and marketing expenses remained
consistent from the first quarter of 2002 compared to the first quarter of 2003.
The Company believes that its investment in sales and marketing, at its current
level, is in line with future needs as the economy recovers. Currently, the
Company's infrastructure and systems have been set up and redesigned to prepare
for an increase in sales demand with a minimal increase in selling, general, and
administrative costs.

Research and development costs decreased $26,000 or 13.3% to $170,000 for the
three months ended March 31, 2003 from $196,000 for the three months ended March
30, 2002. The decrease is primarily attributed to a reduction of research and
development staff. 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. During the first quarter 2003, the Company's research and
development department completed an overall "vibration core" product redesign.
The design changes will improve reliability, increase the ease of manufacturing,
and increase usability for our customers.

Liquidity and Capital Resources

During the three months ended March 31, 2003, the Company used $299,000 of cash
from operating activities, invested $66,000 for equipment, and repaid $165,000
of commercial bank borrowings. Together, these activities resulted in a cash
decrease of $530,000, for an ending balance of $758,000 at March 31, 2003.
During the three months ended March 31, 2002, the Company used $201,000 of cash
from operating activities, invested $40,000 for equipment, and repaid $95,000 of
commercial bank borrowings. The Company also received net proceeds of $976,000
for the issuance of preferred stock and warrants (refer to Note 8 of the
Financial Statements). Together, these activities resulted in a cash increase of
$640,000 for an ending balance of $1,140,000 at March 31, 2002.

The Company's commercial bank borrowings consist of a term loan and a revolving
line of credit.

During 2002, there were various renegotiations of the Credit Agreement. Among
other changes, the interest rate was increased to Prime Rate plus 3.0%, with
required monthly payments of $55,000. On January 23, 2003, the Company
renegotiated its Credit Agreement with the commercial bank. Among other changes,
the principal amount of the revolving line of credit was reduced to $500,000 and
the principal amount of the term loan was increased to $1,110,000, the monthly
principal payments will increase on July 1, 2003 from $55,000 to $65,000, and
the maturity date was extended to March 15, 2004.

The average interest rate for the three-month period ending March 31, 2003, for
the term loan and revolving credit line was 7.5%. 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. Based on the provisions of the Credit Agreement as of
March 31, 2003, there was no additional availability on the line of credit.

As of March 31, 2003, the balances of the revolving credit and term loan are
$500,000 and $945,000, respectively.

The Company must maintain certain financial and other covenants to be in
compliance with the Credit Agreement. Although the Company is not now, nor has
it ever been in arrears on any payment pursuant to the Credit Agreement, as of
March 31, 2003, the Company was not in compliance with certain financial
covenants contained in the Credit Agreement. The Company has, however, received
waivers from its lender regarding such noncompliance for the quarter ending
March 31, 2003. The Company cannot give any assurance on future compliance with
the financial and other covenants set forth in the Credit Agreement. Such
non-compliance may have a material adverse affect on the Company's liquidity and
its ability to generate the funds necessary to satisfy the existing Credit
Agreement.


                                       13
<PAGE>


As required by the renegotiated Credit Agreement the Company is making monthly
principal payments of $55,000 on the term loan. These payments will increase to
$65,000 beginning July 1, 2003. The Company had also determined that, during
2003, quarterly payments to the revolving line of credit would be made based on
cash flows generated from operations. 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 Company believes its relations with its commercial bank
to be good. At the end of 2003, the Company expects to negotiate with the
commercial bank for an extension to the Credit Agreement, although there can be
no guarantee that such renegotiations will be successful.

While there is no guarantee that the Company will be able to meet the
operational and financial requirements of its 2003 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
loss and usage of cash and cash equivalents for 2003. However, the Company's
management believes that the Company's cash and cash equivalents and working
capital, provide adequate capital resources to fund its operations, 2003 debt
repayments, and working capital needs, through at least the end of the first
quarter of 2004. The Company's inability to modify or replace its debt when it
comes due on March 15, 2004, or to obtain required capital when needed could
have a material adverse effect on its business, results of operations and
financial condition, and the Company could be required to reduce its level of
operations, delay product development or other actions to diminish the amount of
cash used in its business. While their can be no guarantee, the Company's
management believes that it will be able to extend the due date of its credit
facility with the bank, or replace such facility with other borrowings.

Business Environment

Refer to the 2002 Form 10KSB, Management Discussion and Analysis, Item 6.

Suppliers

Refer to the 2002 Form 10KSB, Management Discussion and Analysis, Item 6.

International Operations

Refer to the 2002 Form 10KSB, Management Discussion and Analysis, Item 6.

Intellectual Property

Refer to the 2002 Form 10KSB, Management Discussion and Analysis, Item 6.

Legal Proceedings

    On May 30, 2001, the Company was served with an arbitration demand from
Gregg K. Hobbs ("Hobbs"), a former employee and officer. The arbitration demand
alleges that the Company breached provisions in the original September 30, 1995
separation agreement, executed between Hobbs and the Company. The parties
selected a single arbitrator with the Judicial Arbiter Group ("JAG") in Denver,
Colorado and a hearing in the arbitration was set for April 29, 2002, but was
rescheduled to August 19, 2002, and subsequently rescheduled to April 21, 2003.
On April 26, 2003, the Company completed the arbitration hearing in front of the
single arbitrator with JAG. The arbitrator will make his final ruling and damage
assessment, if any, on or before June 20, 2003. The Company believes it did not
breach the September 30, 1995 agreement or cause damages to entitle Hobbs to
recovery, and has actively defended its position; however, no guarantee can be
given on the ultimate outcome or on the ultimate amount of damages, if any.

    In December 2002, the Company was served with a complaint from Hobbs
Engineering Corporation ("HEC"), a company controlled by Hobbs, seeking
injunctive relief and an unspecified amount of damages against the Company and
five current and former employees of or consultants of the Company. In this
action in District Court in Boulder, Colorado, HEC alleges that the Company and
the current and former employees and consultants, acting as "agents" for the
Company, violated the Colorado Unfair Trade Practices Act (Colorado Revised
Statutes, Sec. 6-2-105(1)(a)) by offering potential customers seminars on the
use of HALT and HASS in competition with HEC at less than the cost to the
Company to produce the seminars. The Company offers these seminars at no cost as
a means to promote sales of chambers. HEC further alleges that it has been
damaged by the Company's free seminars to potential customers and that HEC is
entitled to recover damages. The Company filed its answer to the HEC Complaint
on January 7,


                                       14
<PAGE>


2003. The Company asserts that it is entitled to offer seminars for free or at
reduced prices to potential customers, that its seminars do not compete with
seminars offered by HEC, that the Company's activities are not in violation of
the Colorado Unfair Trade Practices Act, and that HEC is not entitled to the
relief it seeks. The Company intends to contest the case vigorously; however, no
guarantee can be given to the ultimate outcome or the ultimate amount of the
damages, if any.

    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) the use by the Company of written materials on HALT and HASS
constitutes 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 allegations of the complaint
with respect to copyright infringement and other claims and disputed Hobs
alleged ownership of copyright in any written materials used by the Company
based on Hobbs having sold all rights to such materials to the Company in 1994.
Subsequently, on April 30, 2003, the Company filed a motion for postponement of
further activity in the District Court action pending the decision of the
arbitrator based on the hearing completed on April 26, 2003. The Company intends
to contest the case vigorously; however, no guarantee can be given to the
ultimate outcome or the ultimate amount of the damages, if any.

Government Regulation

Refer to the 2002 Form 10-KSB, Management Discussion and Analysis, Item 6.

Nasdaq Market Listing

Refer to the 2002 Form 10-KSB, Market for Common Equity and Related Stockholder
Matters, Item 5.

Critical Accounting Policies and Estimates

Refer to the 2002 Form 10-KSB, Management Discussion and Analysis, Item 6.

Contractual Obligations

Refer to the 2002 Form 10-KSB, 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 $1,445,000 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 March 31, 2003 would be an annual increase or decrease of
approximately $14,000 in interest expense for a twelve-month period.

    During 2003, revenue generated from foreign sales are primarily payable in
United States dollars. Certain foreign sales are denominated in Euros, however
the foreign exchange rate risk is not material.


                                       15
<PAGE>


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. Within the 90 days prior to the
filing of this 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 to ensure that information required to be disclosed in the reports the
Company files and submits under the Exchange Act is recorded, processed,
summarized and reported as and when required.

(b) Changes in Internal Controls:

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.


                                       16
<PAGE>


                            PART II OTHER INFORMATION

Item 1   Legal Proceedings

    On May 30, 2001, the Company was served with an arbitration demand from
Gregg K. Hobbs ("Hobbs"), a former employee and officer. The arbitration demand
alleges that the Company breached provisions in the original September 30, 1995
separation agreement, executed between Hobbs and the Company. The parties
selected a single arbitrator with the Judicial Arbiter Group ("JAG") in Denver,
Colorado and a hearing in the arbitration was set for April 29, 2002, but was
rescheduled to August 19, 2002, and subsequently rescheduled to April 21, 2003.
On April 26, 2003, the Company completed the arbitration hearing in front of the
single arbitrator with JAG. The arbitrator will make his final ruling and damage
assessment, if any, on or before June 20, 2003. The Company believes it did not
breach the September 30, 1995 agreement or cause damages to entitle Hobbs to
recovery, and has actively defended its position; however, no guarantee can be
given on the ultimate outcome or on the ultimate amount of damages, if any.

    In December 2002, the Company was served with a complaint from Hobbs
Engineering Corporation ("HEC"), a company controlled by Hobbs, seeking
injunctive relief and an unspecified amount of damages against the Company and
five current and former employees of or consultants of the Company. In this
action in District Court in Boulder, Colorado, HEC alleges that the Company and
the current and former employees and consultants, acting as "agents" for the
Company, violated the Colorado Unfair Trade Practices Act (Colorado Revised
Statutes, Sec. 6-2-105(1)(a)) by offering potential customers seminars on the
use of HALT and HASS in competition with HEC at less than the cost to the
Company to produce the seminars. The Company offers these seminars at no cost as
a means to promote sales of chambers. HEC further alleges that it has been
damaged by the Company's free seminars to potential customers and that HEC is
entitled to recover damages. The Company filed its answer to the HEC Complaint
on January 7, 2003. The Company asserts that it is entitled to offer seminars
for free or at reduced prices to potential customers, that its seminars do not
compete with seminars offered by HEC, that the Company's activities are not in
violation of the Colorado Unfair Trade Practices Act, and that HEC is not
entitled to the relief it seeks. The Company intends to contest the case
vigorously; however, no guarantee can be given to the ultimate outcome or the
ultimate amount of the damages, if any.

    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) the use by the Company of written materials on HALT and HASS
constitutes 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 allegations of the complaint
with respect to copyright infringement and other claims and disputed Hobs
alleged ownership of copyright in any written materials used by the Company
based on Hobbs having sold all rights to such materials to the Company in 1994.
Subsequently, on April 30, 2003, the Company filed a motion for postponement of
further activity in the District Court action pending the decision of the
arbitrator based on the hearing completed on April 26, 2003. The Company intends
to contest the case vigorously; however, no guarantee can be given to the
ultimate outcome or the ultimate amount of the damages, if any.

Item 2   Changes in Securities

    None

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 8, 2003:

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


                                       17
<PAGE>


<Table>
<Caption>
         NOMINEE                                     FOR                                WITHHELD
<S>                                                  <C>                                <C>
         Charles D. Johnston                         6,440,712                          2,500
         James LD Roser                              6,440,712                          2,500
         Alan Valenti                                6,435,217                          7,995
         H. Robert Gill                              6,440,712                          2,500
         William Sanko                               6,440,712                          2,500
</Table>

(b)      Gelfond Hochstadt Pangburn, P.C., independent public accountants, were
         selected as the auditors of the Company for the fiscal year ending
         December 31, 2003, by a vote of 6,436,712 shares in favor, 3,000 shares
         against, and 3,500 shares withheld.


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 March 31, 2003:

         On February 19, 2003, the Company issued a press release announcing its
         earnings for the fourth quarter and full year ended December 31, 2002.

         On March 24, 2003, the Company's Board of Directors appointed Anthony
         A. Scalese, the current Secretary and Vice President of Finance and
         Administration, Chief Financial Officer of the Company.


                                       18
<PAGE>


                                   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:  May 14, 2003                    By: /s/ CHARLES D. JOHNSTON
      -----------------                   --------------------------------------
                                          Charles D. Johnston President, Chief
                                          Executive Officer

Date: May 14, 2003                     By: /s/ ANTHONY A. SCALESE
      -----------------                   --------------------------------------
                                          Anthony A. Scalese
                                          Chief Financial Officer
                                          & Principal Accounting Officer


                                       19
<PAGE>


                        CERTIFICATION OF PERIODIC REPORT

I, Charles D. Johnston, certify that:

    1. I have reviewed this quarterly report on Form 10-QSB of QualMark
       Corporation (the "Registrant");

    2. Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the Registrant as of, and for, the periods presented in this
       quarterly report;

    4. The Registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
       we have:

       a) designed such disclosure controls and procedures to ensure that
       material information relating to the Registrant, including its
       consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this quarterly report
       is being prepared;

       b) evaluated the effectiveness of the Registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date of
       this quarterly report (the "Evaluation Date"); and

       c) presented in this quarterly report our conclusions about the
       effectiveness of the disclosure controls and procedures based on our
       evaluation as of the Evaluation Date;

    5. The Registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation, to the Registrant's auditors and the audit
       committee of Registrant's board of directors (or persons performing the
       equivalent function):

       a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the Registrant's ability to record,
       process, summarize and report financial data and have identified for the
       Registrant's auditors any material weaknesses in internal controls; and

       b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the Registrant's internal
       controls; and

    6. The Registrant's other certifying officer and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date:  May 14, 2003

                                           /s/ Charles D. Johnston
                                           -------------------------------------
                                           Charles D. Johnston
                                           President & Chief Executive Officer


                                       20
<PAGE>


                        CERTIFICATION OF PERIODIC REPORT

I, Anthony A. Scalese, certify that:

    1. I have reviewed this quarterly report on Form 10-QSB of QualMark
       Corporation (the "Registrant");

    2. Based on my knowledge, this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this quarterly report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this quarterly report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the Registrant as of, and for, the periods presented in this
       quarterly report;

    4. The Registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
       we have:

       a) designed such disclosure controls and procedures to ensure that
       material information relating to the Registrant, including its
       consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this quarterly report
       is being prepared;

       b) evaluated the effectiveness of the Registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date of
       this quarterly report (the "Evaluation Date"); and

       c) presented in this quarterly report our conclusions about the
       effectiveness of the disclosure controls and procedures based on our
       evaluation as of the Evaluation Date;

    5. The Registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation, to the Registrant's auditors and the audit
       committee of Registrant's board of directors (or persons performing the
       equivalent function):

       a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the Registrant's ability to record,
       process, summarize and report financial data and have identified for the
       Registrant's auditors any material weaknesses in internal controls; and

       b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the Registrant's internal
       controls; and

    6. The Registrant's other certifying officer and I have indicated in this
       quarterly report whether or not there were significant changes in
       internal controls or in other factors that could significantly affect
       internal controls subsequent to the date of our most recent evaluation,
       including any corrective actions with regard to significant deficiencies
       and material weaknesses.

Date:  May 14, 2003

                                               /s/ Anthony A. Scalese
                                               ---------------------------------
                                               Anthony A. Scalese
                                               Chief Financial Officer &
                                               Principal Accounting Officer



                                       21
<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)
</Table>


                                       22
<PAGE>


<Table>
<Caption>
                  EXHIBIT
                  NUMBER                             DESCRIPTION
                  -------                            -----------
<S>                              <C>
                  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 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)

                   99.9          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.


                                       23