<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, 2002
                              --------------------------------------------------

[ ]  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.)

  1329 West 121st Avenue, Denver, CO                             80234
--------------------------------------------------------------------------------
(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 at November 5, 2001 is
3,645,638.

         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, 2002      March 31, 2001
                                                                --------------      --------------

<S>                                                              <C>                <C>
Net revenue                                                      $       1,903      $       2,715
Cost of sales                                                            1,117              1,647
                                                                 -------------      -------------
    Gross profit                                                           786              1,068

Selling, general and administrative expenses                               665                904
Research and development expenses                                          196                211
                                                                 -------------      -------------
   Loss from operations                                                    (75)               (47)

Other expense:
    Interest, net                                                          (46)               (75)
                                                                 -------------      -------------
Loss before income taxes                                                  (121)              (122)
                                                                 -------------      -------------

Net loss                                                         $        (121)     $        (122)
                                                                 =============      =============


Net loss per share - basic and diluted                           $       (0.18)     $       (0.04)

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.



<PAGE>

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

<Table>
<Caption>


                                                                 MARCH 31,       DECEMBER 31,
                                                                   2002             2001
                                                               ------------      ------------
<S>                                                            <C>               <C>
                    ASSETS
Cash                                                           $      1,140      $        500
Trade accounts receivable, net of allowance for
    doubtful accounts of $56 and $46 at March 31,
    2002 and December 31, 2001, respectively                          1,847             1,406
Inventories, net                                                      1,035             1,458
Other current assets                                                    137                26
                                                               ------------      ------------
    Total current assets                                              4,159             3,390

Property and equipment, net                                             767               845
Other assets                                                            100               104
                                                               ------------      ------------


                                                               $      5,026      $      4,339
                                                               ============      ============


     LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                                               $        408      $        709
Accrued expenses                                                        456               228
Current portion of long-term obligations                              2,140               595
                                                               ------------      ------------
    Total current liabilities                                         3,004             1,532

Noncurrent portion of long-term obligations                              --             1,640
Deferred tax liability                                                   17                17
                                                               ------------      ------------
   Total liabilities                                                  3,021             3,189

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

     692,951 designated as Series A, 538,327 shares issued
     and outstanding, liquidation preference of $1,204;                  --             1,125

     692,951 designated as Series B, 571,639 shares issued
     and outstanding, liquidation preference of $1,229;               1,155                --

     692,951 designated as Series C, 1,000 shares issued
     and outstanding, liquidation preference of $1,000;                   2                --

Shareholders' Equity:
Common Stock; no par value; 15,000,000 shares
    authorized; 3,645,638 shares issued at
    March 31, 2002 and December 31, 2001                              8,247             7,303
Treasury Stock, at cost, 35,546 shares held
    at March 31, 2002 and December 31, 2001                            (123)             (123)
Accumulated deficit                                                  (7,276)           (7,155)
                                                               ------------      ------------
    Total shareholders' equity                                          848                25
                                                               ------------      ------------

Total liabilities and shareholders' equity                     $      5,026      $      4,339
                                                               ============      ============
</Table>

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

There have been no significant events or transactions since March 31, 2002.



<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, 2002    March 31, 2001
                                                                       --------------    --------------
<S>                                                                    <C>               <C>
Cash Flows From Operating Activities:
Net loss                                                                $       (121)     $       (122)
Adjustments to reconcile net loss to net cash provided by (used in)
  operating activities:
    Depreciation and amortization                                                113               157
    Provision for bad debts                                                       10                11
Change in assets and liabilities:
    Accounts receivable                                                         (451)              711
    Inventories                                                                  435               217
    Other assets                                                                (114)             (124)
    Accounts payable and accrued expenses                                        (73)              142
                                                                        ------------      ------------
        Net cash (used in) provided by operating activities                     (201)              992
                                                                        ------------      ------------


Cash Flows From Investing Activities:
Acquisition of property and equipment                                            (40)              (52)
Investment in patents                                                             --                (5)
                                                                        ------------      ------------
    Net cash used in investing activities                                        (40)              (57)
                                                                        ------------      ------------


Cash Flows From Financing Activities:
Payments on borrowings                                                           (95)             (350)
Proceeds from issuance of preferred stock and warrants, net                      976                --
Proceeds from issuance of common stock                                            --                 5
                                                                        ------------      ------------
    Net cash provided by (used in) financing activities                          881              (345)
                                                                        ------------      ------------

Net increase in cash                                                             640               590
Cash at beginning of period                                                      500               936
                                                                        ------------      ------------
Cash at end of period                                                   $      1,140      $      1,526
                                                                        ============      ============

Supplemental Disclosure:
Interest paid                                                           $         24      $         15

Non-Cash Activities:
Issuance of warrants in connection with Series C preferred stock        $        245      $         --
Transfer of equipment to inventory held for resale                      $         12      $        118
</Table>

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



<PAGE>


                              QUALMARK CORPORATION
                          NOTES TO 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, 2001 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, 2002 and for the three months ended
March 31, 2002 and 2001 is unaudited; however, in the opinion of 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,
2002 are not necessarily indicative of results for the remainder of 2002.
Amounts at December 31, 2001 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,
                                        2002              2001
                                     ------------      ------------
<S>                                  <C>               <C>
Raw materials                        $        802      $        913
Work in process                                53                19
Finished goods                                230               576
Less: Allowance for obsolescence              (50)              (50)
                                     ------------      ------------
                                     $      1,035      $      1,458
                                     ============      ============
</Table>

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


                                       1
<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 2001 Form 10-KSB,
Financial Statement Note 5.

During 2001, there were various renegotiations of the Credit Agreement. Among
other changes, the term loan was increased to $2,000,000 with required monthly
payments of $45,000 and the revolving credit line was reduced to $1,000,000. On
January 31, 2002, the Company renegotiated its Credit Agreement with the bank.
Among other changes, this amendment to the Credit Agreement extends the maturity
date for both the line of credit and the term loan to March 15, 2003, increased
the monthly principal payments on the term loan from $45,000 to $50,000, and
changed the interest to the Prime Rate plus 3.0%, commencing on February 28,
2002.

The average interest rate for the three-month period ending March 31, 2002, for
the term loan and revolving credit line was 7.08%. 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, 2002, there was no additional availability on the line
of credit.

As of March 31, 2002, the balances of the revolving credit and term loan are
$645,000 and $1,495,000, respectively.

The Company must maintain certain financial and other covenants to be in
compliance with the Credit Agreement. As of March 31, 2002, the Company was in
compliance with all covenants contained in the Credit Agreement.

The Company had also determined that, during 2002, 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 2002,
the Company expects to negotiate with the

                                       2
<PAGE>
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 earnings (loss) per share is as follows (in
thousands):


                                       3
<PAGE>

Basic and diluted loss per share computation:

<Table>
<Caption>


                                                          THREE MONTHS ENDED
                                                    -------------------------------
                                                     MARCH 31,          MARCH 31,
                                                        2002               2001
                                                    ------------       ------------
<S>                                                 <C>                <C>
Net loss                                            $       (121)      $       (122)
Accretion of redeemable preferred stock,
preferred stock dividends, and beneficial
conversion feature                                           (32)               (27)
                                                    ------------       ------------
Deemed preferred stock dividend resulting from
conversion of  Series A preferred shares to
Series B preferred shares                                   (489)*               --
                                                    ------------       ------------
Net loss applicable
to common shareholders                                      (642)              (149)
                                                    ============       ============
Weighted average shares
Outstanding - basic                                        3,610              3,610
                                                    ============       ============
Net loss
per share - basic                                   $      (0.18)      $      (0.04)
                                                    ============       ============

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                                 $      (0.18)      $      (0.04)
                                                    ============       ============
</Table>

* On April 17, 2002 the Company issued a press release summarizing the quarter
ending March 31,2002 earnings. In this release it was noted that the dividend
resulting from the conversion of Series A preferred shares to Series B preferred
shares was $1,793,000. Subsequently, the Company has determined that this
dividend should have been $489,000 and the Company's final March 31, 2002
earning have been adjusted accordingly.

Options and warrants to purchase 1,758,267 and 1,471,423 shares of common stock
and 572,640 and 465,116 preferred shares were excluded from dilutive stock
option calculations for the quarters ended March 31, 2002 and 2001,
respectively, as their inclusion would be antidilutive.

NOTE 6 - Segment Information

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

                                       4
<PAGE>

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 2001 and there are
no significant ongoing 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.

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

<Table>
<Caption>

                                 EQUIPMENT         ARTC            TOTAL
                                -----------     -----------     -----------
<S>                             <C>             <C>             <C>
THREE MONTHS ENDED 3/31/02
--------------------------
Net revenue                     $     1,312     $       591     $     1,903
Gross profit                            553             233             786
Property and equipment, net             163             604             767

THREE MONTHS ENDED 3/31/01
--------------------------

Net revenue                     $     2,158     $       557     $     2,715
Gross profit                            950             118           1,068
Property and equipment, net             367             707           1,074
</Table>


The following table shows sales by geographic area (in thousands) for the three
months ended March 31, 2002 and 2001:

<Table>
<Caption>
                               THREE MONTHS ENDED     THREE MONTHS ENDED
                                 MARCH 31, 2002         MARCH 31, 2001
                               ------------------     ------------------
<S>                            <C>                    <C>
United States                     $       1,354         $       1,847
International                               549                   868
                                  -------------         -------------

Total                             $       1,903         $       2,715
                                  =============         =============
</Table>


                                       5
<PAGE>

NOTE 7 - Income Taxes

Refer to the Company's 2001 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, (refer to 2001
10-KSB, Financial Statement Note 8), for an equal number of shares of Series B
preferred stock of the Company. The Series B preferred stock will have 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. In addition, this beneficial
conversion feature was recorded as a charge to loss applicable to common
shareholders for the quarter ended March 31, 2002.

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

As of March 31, 2002, the Series B preferred shares accumulated dividends in
arrears of $1,300. Of the dividends in arrears at March 31, 2002, the Company
anticipates a dividend payment of 626 Series B preferred shares at the
liquidation price of $2.15 per share.



                                       6
<PAGE>


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 $976,000. 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 stock holders can elect the option to redeem the Series C
preferred stock. The accretion recorded was $2,000 in the quarter ending March
31, 2002. 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 -- These shares would not be convertible into common stock
         until after this transaction was presented to the shareholders for
         approval on May 10, 2002. The conversion terms of the Series C
         preferred stock will depend upon whether the shareholders voted to
         approve this transaction.

         If the shareholders voted to approve this transaction, the conversion
         price per share would have been determined by discounting the average
         closing price of the Company's stock on the Nasdaq Small Cap Market for
         the 10 days on which the stock had trading activity prior to March 11,
         2002 by 30%. Based on the trading activity during this time period, the
         average price is $0.922 per share. The discounted price at the 30% rate
         would be $0.6454 per share.

         As the shareholders voted not to approve this transaction, the Investor
         may now convert its Series C preferred stock into shares of the
         Company's common stock at any time. In the event



                                       7
<PAGE>


         that the Investor elects to convert, the conversion price per share of
         the Series C preferred stock will be determined by discounting the
         average price by 35% to $0.5993 per share. If for any reason prior to
         conversion the Company's common stock is no longer listed on the Nasdaq
         Small Cap Market, the 35% discounted conversion price would also apply.
         Due to the shareholders not approving this transaction, the applicable
         conversion terms result in a beneficial conversion feature
         approximately $741,000, which was recorded in the first quarter of
         2002.

         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 accrue 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 A 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 A 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. As of March 31, 2002, the
         Series C preferred shares accumulated dividends in arrears of $1,000.
         Of the dividends in arrears at March 31, 2002, the Company anticipates
         a dividend payment of one Series C preferred share at the liquidation
         price of $1,000 per share.

         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 $1,001,000 at March 31,
         2002.



                                       8
<PAGE>

         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 shares of the Company's common stock. The number
of warrants is 25% of the number of common shares into which the Series C
preferred stock is convertible. Therefore, if this transaction is approved by
the shareholders and the common stock continues to be listed on Nasdaq, the
Investor will receive warrants to purchase 387,357 shares of common stock. If
this transaction is not approved by the shareholders, or if the common stock is
no longer listed on Nasdaq, the Investor will receive warrants to purchase
417,153 shares of common stock. In either case, the exercise price of the
warrants is $1.265, and the warrants will 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 warrant has been recorded as an increase to common stock.

NOTE 9 - Legal Matters

    On May 30, 2001, the Company was served with an arbitration demand from
Gregg K. Hobbs, a former employee. The arbitration demand alleges that the
Company breached provisions in the original September 30, 1995 separation
agreement, executed between Gregg K. Hobbs and the Company. An arbitration date
of April 29, 2002 was set and rescheduled to August 19, 2002 to resolve this
matter. Although the Company believes it did not breach the September 30, 1995
agreement, and will actively defend its position, no guarantee can be given on
the ultimate outcome. Management does not believe the results of this
arbitration will have a material impact on the Company's financial position or
results of operations.















                                       9
<PAGE>



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.




                                       10
<PAGE>

Three Months Ended March 31, 2001 Compared With Three Months Ended March 31,
2002

Revenue

Net revenue decreased $812,000 or 29.9% from $2,715,000 in the three months
ended March 31, 2001 to $1,903,000 for the three months ended March 31, 2002.

Equipment revenue decreased $846,000 or 39.2% from $2,158,000 in the three-month
period ended March 31, 2001 to $1,312,000 in the three months ended March 31,
2002. Sixteen OVS units were sold in the first three months of 2001 compared to
nine OVS units sold in the first three months of 2002. The decrease in sales for
the period ended March 31, 2002 primarily occurred due to the prevalent
conservative domestic economic atmosphere in the high technology industry, which
pressures a decrease in demand for capital equipment purchases. Of the units
sold in the quarter ended March 31, 2002, four represented international sales
versus six international sales for the quarter ended March 31, 2001. The
international market remains stable providing 41.5% of the Company's equipment
revenue for the three months ended March 31, 2002 versus 37.9% for the three
months ended March 31, 2001.

On September 7, 2001 the Company announced an exclusive strategic partnership
with Weiss Umwelttechnik GmbH ("Weiss Technik"), the world leader in
environmental test chambers. The partnership is expected to significantly
enhance QualMark's revenue stream while establishing the Company as a full-line
provider of test products and services. Based in Reiskirchen-Lindenstruth,
Germany, Weiss Technik is the world's largest maker of environmental test
chambers with annual revenue of US $150 million, and is a member of the Schunk
Group with annual revenue of US $700 million. Under terms of the agreement,
QualMark becomes Weiss Technik's exclusive marketing partner in the United
States and Canada. During the first quarter of 2002, the Company sold two
standard Weiss units. The units represented 2.3% of the Company's equipment
revenue.

Test center revenue increased $34,000 or 6.1% from $557,000 in the three months
ended March 31, 2001 to $591,000 in the three months ended March 31, 2002. The
Company operated five test centers, maintained one strategic domestic
partnership, and three strategic partnership test center operations in Europe
during 2002 versus six test centers in the U.S. and four strategic



                                       11
<PAGE>

partnership operations in Europe during the same period in 2001. The Company
primarily attributes the increase in ARTC lab revenue to the strategic
partnership with NTS in Detroit, MI.

Gross Profit

Total gross margin for the three months ended March 31, 2002 was 41.3%. This
compares to a gross margin of 39.3% for the three months ended March 31, 2001.
The increase in gross margin for the three-month period is primarily due to the
partnership instituted with NTS in Detroit, MI. During the first quarter 2002,
the Company was in the process of closing the Florida test center in order to
optimize overall test center margins by minimizing overhead. The Company
believes that these changes will result in improved margins as the economic
climate improves. The Company also experienced changes in product mix, in which
a larger number of higher dollar components were sold yielding higher margins
for the three month period ending March 31, 2002. Management continues to place
emphasis on improving product mix, manufacturing utilization, and overhead
management.

Operating Expenses

Total operating expenses decreased $254,000 or 22.8% to $861,000 for the three
months ended March 31, 2002 from $1,115,000 for the three months ended March 31,
2001.

     Selling, general and administrative expenses decreased $239,000 or 26.4% to
$665,000 in the three months ended March 31, 2002 from $904,000 for the three
months ended March 31, 2001. Expenses in the first quarter 2002 decreased
primarily due to the significant reduction in department personnel, in response
to the economic down turn during 2001. Included in the selling, general, and
administrative expenses are sales and marketing expenses, which decreased 45.9%
for the three months ended March 31, 2002 as compared to the three months ended
March 31, 2001. The decrease is attributed to the Company's reorganization of
international sales and "right sizing" its infrastructure beginning at the end
of 2000 and continuing through 2001. Also, the Company has strategically changed
the existing sales structure from a direct field sales organization to
independent sales representatives to minimize all related sales expenses, and to
ensure that additional sales costs are relative to sales demand. QualMark
continues to monitor and identify ways to reduce operating expenditures.
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.



                                       12
<PAGE>

Research and development costs decreased $15,000 or 7.1% to $196,000 for the
three months ended March 31, 2002 from $211,000 for the three months ended March
31, 2001. The decrease is primarily attributed to a lower number of active
engineering projects during the first quarter of 2002. 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.

Liquidity and Capital Resources

     During the three months ended March 31, 2002, the Company used $201,000 of
cash from operating activities (primarily reflecting increases in working
capital), invested $40,000 for equipment, repaid $95,000 of commercial bank
borrowings and $2,000 of capital lease obligations. The Company also received
net proceeds of $976,000 for the issuance of preferred stock, refer to Financial
Statement Note 8. Together, these activities resulted in a cash increase of
$640,000, for an ending balance of $1,140,000 at March 31, 2002. During the
three months ended March 31, 2001, the Company generated $992,000 of cash from
operating activities, invested $52,000 for equipment and $5,000 for patents,
repaid $350,000 to commercial banks, and $11,000 for capital lease obligations.
Employees and investors exercised options of common stock for proceeds of
$5,000. Together, these activities resulted in a cash increase of $590,000 for
an ending balance of $1,526,000 at March 31, 2001.

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

During 2001, there were various renegotiations of the Credit Agreement. Among
other changes, the term loan was increased to $2,000,000 with required monthly
payments of $45,000 and the revolving credit line was reduced to $1,000,000. On
January 31, 2002, the Company renegotiated its Credit Agreement with the bank.
Among other changes, this amendment to the Credit Agreement extends the maturity
date for both the line of credit and the term loan to March 15, 2003, increased
the monthly principal payments on the term loan from $45,000 to $50,000, and
changed the interest to the Prime Rate plus 3.0%, commencing on February 28,
2002.



                                       13
<PAGE>

The average interest rate for the three-month period ending March 31, 2002, for
the term loan and revolving credit line was 7.08%. 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, 2002, there was no additional availability on the line
of credit.

As of March 31, 2002, the balances of the revolving credit and term loan are
$645,000 and $1,495,000, respectively.

The Company must maintain certain financial and other covenants in order to draw
amounts available under the revolving line of credit. As of March 31, 2002, the
Company was in compliance with financial covenants contained in the Credit
Agreement.

As required by the renegotiated Credit Agreement the Company will make monthly
principal payments, beginning February 28, 2002, of $50,000 on the term loan.
The Company had also determined that, during 2002, 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 2002,
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 2002 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 2002. However, the Company's
management believes that the Company's cash and cash equivalents and working
capital, augmented by the proceeds of the sale of $1 million of preferred stock,
provide adequate capital resources to fund its operations, 2002 debt repayments
and working capital needs through at least the end of the first quarter of 2003
and into the second quarter of 2003. The Company's inability to modify or
replace its debt when it comes due on March 15, 2003, 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



                                       14
<PAGE>

product development or other actions to diminish the amount of cash used in its
business. While there 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.

Government Regulation

Periodically, the Company receives inquiries from regulatory agencies regarding
its compliance with laws and regulations. To its knowledge, the Company believes
it complies with all international, federal, state and local regulations,
including environmental regulations. However, there is no assurance that the
Company will continue to remain in compliance with all such regulations.

Nasdaq Market Listing

On March 20, 2002 the Company was notified by The Nasdaq Stock Market that a
Nasdaq Listing Qualifications Panel found that QualMark had presented a
definitive plan that would enable it to evidence compliance with all
requirements for continued listing on the Nasdaq SmallCap Market within a
reasonable period of time and sustain compliance with those requirements over
the long term. The Panel determined to continue the listing of the Company's
stock on The Nasdaq SmallCap Market if it complied with certain undertakings. On
March 27, 2002 the Company, in reliance upon this notification, completed a $1
million preferred stock financing transaction with The Roser Partnership III
which provided that if shareholder approval was not obtained for the stock
issuance, the preferred stock would convert on a different basis than if
shareholder approval was obtained. Although the Company complied with the
undertakings established by Nasdaq, on May 9, 2002 the Nasdaq Stock Market
notified the Company that this transaction, which was initially approved by
Nasdaq, did not meet the requirements of a staff interpretation of the
shareholder approval requirements. According to IM-4350-2, first published March
7, 2002, if the terms of a transaction can change based upon the outcome of a
shareholder vote, no shares may be issued prior to shareholder approval. The
Company will immediately apply for listing on the OTC Electronic Bulletin Board.










                                       15
<PAGE>


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 $2,140,000 Credit Agreement Refer to
Financial Statement Note 3. 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, 2002 would be an annual increase or decrease of
approximately $21,000 in interest expense for a twelve-month period.

During 2001, revenue generated from foreign sales are payable in United States
dollars, thus no foreign exchange rate risk exists. However, the strategic sales
agreement executed with Weiss Technik in 2001, will result in payments of Euros.
These Weiss Technik transactions could result in foreign exchange rate risk. As
of March 31, 2002, the Company did not incur material charges relating to
exchange rate risk.

                            PART II OTHER INFORMATION

Item 1   Legal Proceedings

         On May 30, 2001, the Company was served with an arbitration demand from
         Gregg K. Hobbs, a former employee. The arbitration demand alleges that
         the Company breached provisions in the original September 30, 1995
         separation agreement, executed between Gregg K. Hobbs and the Company.
         An arbitration date of April 29, 2002 was set and rescheduled to August
         19, 2002 to resolve this matter. Although the Company believes it did
         not breach the September 30, 1995 agreement, and will actively defend
         its position, no guarantee can be given on the ultimate outcome.
         Management does not believe the results of this arbitration will have a
         material impact on the Company's financial position or results of
         operations.




                                       16
<PAGE>

Item 2   Changes in Securities

         Series A preferred shares exchanged for Series B preferred shares:

         On March 27, 2002 an existing common stock investor exchanged its
         571,013 outstanding shares of Series A preferred stock, refer to 2001
         10-KSB, Financial Statement Note 8, for an equal number of shares of
         Series B preferred stock of the Company. The Series B preferred stock
         will have the same preferences, limitations and relative rights as the
         Series A preferred stock, except that the conversion rate will be
         $0.922 instead of $2.15. 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 reason for the exchange of the
         Series A shares for the Series B shares is to provide the Investor with
         a conversion rate that more accurately reflects current market prices.

         Series C preferred shares issued:

         On March 27, 2002, the Company authorized the issuance of 1,000 shares
         of Series C, convertible, redeemable, cumulative, participating, no par
         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
         $976,000. The holder of the Series C preferred stock have various
         rights and preferences as detailed in Financial Statement Note 8.


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 10, 2002:

    (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                2,966,423                          116,125
         James LD Roser                     2,966,423                          116,125
         Alan Valenti                       2,956,023                          126,525
         H. Robert Gill                     2,966,423                          116,125
         William Sanko                      2,966,423                          116,125
</TABLE>

    (b)  Arthur Andersen LLP, independent public accountants, were selected as
         the auditors of the Company for the fiscal year ending December 31,
         2002, by a vote of 2,675,776 shares in favor, 257,294 shares against,
         and 149,478 shares withheld. The Company's Board of Directors and Audit
         Committee will closely monitor the events regarding Arthur Andersen LLP
         and, on an ongoing basis, determine the need for a change in
         independent public accountants throughout the year.

    (c)  The issuance of securities to Roser Ventures, LLC did not represent a
         quorum, with 1,407,627 shares in favor, 96,361 shares against, and
         1,548,460 shares not voted. It was determined that no further
         shareholder action would be taken regarding this issue and that the
         transaction terms would be executed based on the March 27, 2002
         agreement. (Refer to Financial Statement Note 8, and Exhibit 10.22)

Item 5   Other Information

         On May 9, 2002 the Nasdaq Stock Market notified the Company that the
         Series C preferred stock transaction (refer to Financial Statement Note
         8), which was initially approved by Nasdaq, did not meet the
         requirements of a staff interpretation of the shareholder approval
         requirements. According to IM-4350-2, first published March 7, 2002, if
         the terms of a transaction can change based upon the outcome of a
         shareholder vote, no shares may be issued prior to shareholder
         approval. The Company is currently listed on the OTC Electronic
         Bulletin Board as QMRK.

                                       17
<PAGE>

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, 2002:

         On January 17, 2002 the Company received a letter from Nasdaq notifying
         the Company of Nasdaq's intent to delist the Company as of January 25,
         2002. The delisting notification stated that the Company was no longer
         in compliance with either the minimum $2,000,000 in net tangible assets
         or $2,500,000 in stockholders equity requirement for continued listing
         on the Nasdaq SmallCap Market under Marketplace Rule 4310C(2)(B). On
         January 23, 2002 the Company announced that it had requested a hearing
         to appeal a Nasdaq staff determination that the Company's common stock
         is subject to potential delisting from the Nasdaq Small Cap Market.
         QualMark is appealing the Nasdaq determination and will be presenting a
         plan to the Nasdaq for achieving the requirements for continued
         listing. Under Nasdaq rules a hearing request will stay the delisting
         of the Company's securities pending the Panel's decision. The Company
         is requesting an oral hearing allowing the common stock to continue to
         trade on the Nasdaq SmallCap Market. There can be no assurances that
         Nasdaq will grant the Company's request for continued listing. If
         Nasdaq should not rule in favor of the Company QualMark intends for its
         stock to be traded on the OTC Bulletin Board.








                                       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, 2002                       By: /s/ CHARLES D. JOHNSTON
       ---------------                        ----------------------------------
                                              Charles D. Johnston
                                              President, Chief Executive Officer


Date:  May 14, 2002                       By: /s/ ANTHONY A. SCALESE
       ---------------                        ----------------------------------
                                              Anthony A. Scalese
                                              VP of Finance & Administration
                                              & 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)
</Table>



                                       20
<PAGE>

<Table>
<S>                         <C>

                 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 and U.S. Bank National
                            Association.(9)

                 10.21      Fourth Amendment to Promissory Notes and Seventh
                            Amendment to Loan(10) 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

                 10.23      Series C Preferred Stock Certificate of Designations

                 10.24      Series B Preferred Stock Certificate of Designations
</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.


                                       21