<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------
                                    FORM 10-K

(Mark One)

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the fiscal year ended July 31, 2001 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the transition period from __________ to __________

Commission File Number 33-18218-NY

                              DYNAMARK CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

Delaware                                                   13-3376786
--------                                                   -----------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

56 Dune Road, Atlantic Beach, New York                     11509
--------------------------------------                     ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:  (516) 889-3690

Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of each exchange
Title of each class                                        on which registered
-------------------                                        -------------------

None                                                       Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                      ----
                                (Title of Class)

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

<PAGE>


                  The voting stock of Dynamark Corporation (consisting of Common
Stock, $.0001 par value) is traded in the over-the-counter market. However, no
trades have been reported by the National Quotation Bureau, Inc. and any limited
trading may not be reflective of the market value for the Company's voting stock
held by non-affiliates. There were 18,000,000 shares of Common Stock of the
Registrant outstanding on October 26, 2001, of which approximately 3,500,000
were held by non-affiliates.

                  Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

                  Certain exhibits listed in Item 14 of Part IV have been
incorporated by reference. The index to exhibits appears on page 14.


<PAGE>

                                     PART I

Item 1.  Business

         General

         Dynamark Corporation (hereinafter referred to as "the Company") was
organized under the laws of the State of Delaware on August 1, 1986, under the
name of Crack Rehabilitation, Inc. for the purpose of owning and operating drug
rehabilitation centers. In August 1987 the Company changed its name to Dynamark
Corporation after management elected to shift its business purpose to that of
offering product, marketing, business and real estate development, and financial
consulting services, as well as to that of acquiring an operating business or
businesses.

         The Company completed a public offering of its securities in August
1988, receiving net proceeds of approximately $557,000. Since that time, the
business purpose of the Company has evolved to that of developing or acquiring
an operating business. To date, the Company has not succeeded in accomplishing
any of its goals. In fact, during this period, only two incidental business
transactions have taken place, both related to participating in other companies'
private placements for bridge loans. In both cases the Company received shares
of stock from those companies as well as notes evidencing the loans, and in both
cases the participation was not in excess of 10% of the total private placement.
Both of these loans have been repaid.

         Competition

         Management is of the opinion that it will be very difficult, but not
impossible, to accomplish its present goal of acquiring an operating business.
The Company's resources are limited. The funds resulting from its public
offering have been depleted by operating expenses and by business commitments.
The time management can devote to the Company's operations has been drastically
reduced. Additionally, there are numerous persons and firms, who have greater
financial resources, more experienced personnel and a lot more available time
that they can devote to a project, than the Company has or can.


                                       3
<PAGE>

         Employees

         The Company presently employs one person who is the Company President
and who can devote only a minimum amount of time to
the Company's activities.

Item 2.  Properties

         The Company currently maintains its principal offices at 56 Dune Road,
Atlantic Beach, New York, New York 11509, on a month to month basis with a
monthly rent of $500. The premises are owned by Allan P. Rothstein, President of
the Company. (See "Certain Transactions"). The Company may consider establishing
other permanent offices. However, the present facilities are adequate for the
Company's present operation.

Item 3.  Legal Proceedings

         There are no material legal proceedings pending to which the Company is
a party or by which any of its property may be subject.

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

         Not applicable.


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         The Company's Common Stock is traded in the "pink sheet"
over-the-counter market. The Company's Warrants Series A and Series B Warrants
expired on March 10, 1992 and are void. The Company's Common Stock is not
actively trading and there are no available bid prices. There is no assurance
that any trading market for the Company's securities will develop.



                                       4
<PAGE>


         Dividends

         The Company has never paid a dividend on its Common Stock, and it
presently intends to retain any earnings for use in its business. Accordingly,
it is anticipated that dividends will not be paid to the holders of Common Stock
in the foreseeable future.

         Approximate Number of Equity Security Holders

         As of October 26 2001, there were 24 holders of record of the Company's
Common Stock. Such number of record owners was determined from the Company's
stockholders' records and does not include beneficial owners of the Company's
Common Stock, which shares are held in the names of various security holders,
dealers and clearing agencies.

Item 6.  Selected Financial Data.

         The following selected data for the period indicated has been derived
from the financial statements of the Company, a development stage entity. This
information should be read in conjunction with the related financial statements
and notes thereto included elsewhere in this report.




                                       5
<PAGE>


<TABLE>
<CAPTION>
                  AS OF JULY 31, AND FOR THE PERIODS THEN ENDED

                                                                                                             Cumulative
                                                                                                       August 1, 1986 Inception
                                                                                                          (Date of to July 31)

                                      2001           2000           1999           1998           1997           2001
                                  ------------   ------------   ------------   ------------   ------------   ------------

<S>                               <C>            <C>            <C>            <C>            <C>            <C>
Revenues                          $     11,507   $      7,473   $      8,421   $      9,584   $    163,495   $    238,856

Net Income
(loss)                            $    (91,920)  $    (22,471)  $    (18,457)  $     (8,803)  $    140,573   $   (486,533)

Basic and diluted
earnings(loss)
per common
share                             $        .01              *              *              *   $        .01   $       (.03)

Total Assets                      $    897,231   $    179,074   $    203,212   $    201,865   $    205,222   $    897,231

Long-term debt                    $    183,961   $    177,961   $    171,961   $    168,961   $    159,961   $    311,886
</TABLE>

*Basic and diluted loss per share was less than $.01 during these years.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

         The Company is a development stage company and has had minimal revenue
to date. The Company is relying on existing resources to fund its continuing
operation. Additional sources of liquidity are expected to be available from the
Company's investment in H Power Corp.'s common shares. During the year ended
July 31, 1995, the Company wrote the carrying value of this investment to zero
due to H Power Corp.'s continuing losses. On August 10, 2000, H Power Corp.
consummated an initial public offering (IPO). In connection with this IPO, H
Power Corp. authorized a five to one split, which increased the number of the
Company's shares to 125,000. In addition, in April 2000, certain parties related
to the Company agreed to resign from H Power Corp's Board of Directors and
accept certain restrictions on voting and transferring their shares and seeking
proxies. Consequently, the group of related parties and affiliates no longer
exercises significant influence over H Power Corp. and, beginning in the quarter
ending October 31, 2000, the Company accounted for the investment as
available-for sale marketable equity securities. In prior periods the investment
was accounted for using the equity method. At July 31, 2001, the H Power Corp.
shares had a quoted market price of $6.03, for a total investment of $753,750.
On this basis, the Company reported for the fiscal year ended July 31, 2001
other comprehensive income from unrealized gain on securities of $ 497,475, net
of income taxes of $256,275. The increase in its investment in H Power Corp.
shares was partially offset by a deferred income tax liability of $256,275,
comprising of gross deferred tax liabilities from such unrealized gain
($753,750) less the income tax benefit ($128,350) available from net loss carry
forwards of approximately $479,000.



                                       6
<PAGE>


Revenue consist primarily of interest and dividends related to the Company's
investments and interest bearing cash accounts. Interest and dividend revenue
was $10,672, $7,473, and $8,421 earned in the fiscal years ended July 31, 2001,
2000, and 1999, respectively. The changes in interest and dividend revenue is
due to changes in the principal amount of cash and investment held by the
Company during those years, as well as changes in rates of interest.

Management expects losses from operation to continue however, unless the Company
is successful in acquiring or merging with a profitable business operation. In
an attempt to reduce losses, the President has agreed to render his services to
the Company without further compensation until there has been a turnaround. The
amount of future losses will depend upon administrative expenses, which
management believes should not exceed approximately $30,000 per year.



                                       7
<PAGE>


Management anticipates that negative cash flow from operations will not exceed
approximately $30,000 in the immediate future. Based upon this anticipated
negative cash flow, Management is of the opinion that it has sufficient
liquidity to operate for not less than the next twelve months.

Cash and investments totaled $897,231 and $179,074 at July 31, 2001 and 2000.
This increase results from the ability of the Company to account for its
investment in H Power, beginning with the fiscal quarter ending October 31,
2000, as available-for sale marketable equity securities.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         Our exposure to market risk related to changes in interest rates
relates primarily to cash and our investment portfolio. Cash totaling $14,300
was maintained in a money market fund with a stock brokerage firm and is insured
for up to $500,000 by the Securities Investor Protection Corporation. At July
31, 2001, our investments consisted of $150,000 invested in a six month U.S.
Treasury Bill which is due in February 2002. We do not believe short term
fluctuations in interest rates would materially affect the value of this
security.

         The equity investments (fair value of $377,500 at October 19, 2001) are
sensitive to equity price changes. For example, if the price per common share
increases or decreases 10%, the Company would record and increase or decrease in
shareholder's equity (deficiency), net of tax of $24,915.



                                       8
<PAGE>


         Our investment portfolio does not include derivative instruments.

Item 8.  Financial Statements.

         Reference is made to the Financial Statements which are annexed hereto
immediately following the signature page to this Report.

Item 9.  Changes in and Disagreement with Accountants on Accounting and
         Financial Disclosure

         Not applicable.

Item 10. Directors and Executive Officers.

         The directors and executive officers of the Company are as follows:

Name                       Age                Position
----                       ---                --------

Allan P. Rothstein         43                 President, Treasurer and Director


         All Directors serve for a term of one year and until their successors
are duly elected and qualified. All officers serve at the discretion of the
Board of Directors.

         Allan P. Rothstein has been President and a director of the Company
since its inception in August, 1986. From December, 1985 to the present, Mr.
Rothstein has served as President and Chairman of the Board of Directors of
Brown Wharton & Co., Inc., a financial services firm. From July 1990 to present
Mr. Rothstein has been a securities trader for Fahnestock & Co. From November
1984 to May 1985, Mr. Rothstein was employed at Nash Weiss & Co., a registered
broker-dealer. From May 1982 to December 1985, Mr. Rothstein was a Floor Trader,
Floor Broker and Member of the New York Futures Exchange. Mr. Rothstein received
a B.A. degree from the University of Pennsylvania in May of 1980. The portion of
business time of Mr. Rothstein devoted to the affairs of the Company varies.
However, as a general matter, the amount of time is generally less than 10% of
his business time.



                                       9
<PAGE>


Item 11. Executive Compensation

         Allan P. Rothstein, President of the Company, was employed by the
Company under an Employment Agreement ending August 1, 2001. During the fiscal
year ended July 31, 2001, Mr. Rothstein was entitled to a salary of $50,000,
health insurance benefits, life insurance with premiums not to exceed $2,500 per
annum with his wife and children as beneficiaries, the use of a Company owned or
leased vehicle, and reimbursement for expenses which he may incur on behalf of
the Company. Furthermore, if Mr. Rothstein dies at any time during the term of
his employment agreement, the Company is obligated to pay to Mr. Rothstein's
estate or wife, if married, a death benefit of $15,000. Mr. Rothstein has waived
all compensation under the Employment Agreement and has advised the Company that
he will continue to serve the Company without payment of salary.

         In the past, the Company's policy was to compensate directors who were
not employees of the Company in the amount of $150 per meeting and reimburse
them for the reasonable expenses incurred by them in connection with the
Company's business. At present, there are no directors who are not employees of
the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information as of October 26,
2001 with respect to the ownership of the Company's Common Stock by each person
known by the Company to own beneficially more than 5% of such Common Stock, by
each officer and director of the Company and by officers and directors as a
group.



                                       10
<PAGE>


<TABLE>
<CAPTION>
                                                                 Amount and Percent-
                                                                 age of Beneficial
                                                                   Ownership  (1)
                                                                 -------------------

Directors, Officers                                   Number of
and 5% Shareholders                                    Shares                    Percent
-------------------                                  -----------                 -------

<S>                                                <C>                         <C>
Allan P. Rothstein (2)                                 1,000,000                   5.5%
56 Dune Road
Atlantic Beach, New York 11909

Cynthia Rothstein (2)                                 11,375,000                  63.2
311 Links Drive West
Oceanside, New York 11572

Brown Wharton & Co., Inc. (2)                          1,000,000                   5.5
56 Dune Road
Atlantic Beach, New York 11909

All Directors and Officers
as a Group (1 in number)                               1,000,000                   5.5
</TABLE>


(1)      Each officer, director and each 5% shareholder has sole voting and sole
         investment power with respect to all shares that he or she beneficially
         owns.

(2)      Cynthia Rothstein is the mother of Allan P. Rothstein, President of the
         Company. Such beneficial ownership does not include shares of the
         Company's Common Stock owned by Brown Wharton & Co., Inc., a company in
         which Allan P. Rothstein is the President and a principal shareholder.
         Mr. Rothstein may be deemed the beneficial owner of all but a nominal
         portion of the shares owned by Brown Wharton & Co., Inc.

Item 13.  Certain Relationships and Related Transactions

         The Company currently maintains its principal offices at 56 Dune Road,
Atlantic Beach, New York 11509, on a month-to-month basis with rent of $500 per
month. The premises are owned by Allan P. Rothstein, President of the Company.
The Company believes that the amount of monthly rent paid to Mr. Rothstein is
comparable to the amount of rent which would be charged to unaffiliated
companies for the same or similar space.



                                       11
<PAGE>


         In February 1991, the Company purchased for $100,000, $97,500 principal
amount of 10% Promissory Notes of H-Power Corp., a Delaware corporation,
headquartered in Bloomfield, New Jersey, and 125,000 common shares (as adjusted
for stock splits), par value $.001 per share of H Power. H Power was a
developmental stage enterprise engaged in the development and exploitation of
certain fuel cell and metal hydride technologies which involve alternative
energy systems. In August 2000, H Power completed an initial public offering and
is currently traded on NASDAQ. National Market. The shares are subject to a 6
month Lock-Up agreement executed in connection with the closing of the public
offering. Under the agreement, the Company agreed not to sell or otherwise
dispose of any of it shares of H Power for a period of 6 months ending in
February 2001. The last reported sale price for shares of H Power on October 26,
2001 was $3.04. The Promissory Notes, originally payable on February 3, 1993,
were extended to be payable on the earlier of August 1, 1994 or the closing of
any public offering by H Power. However, H Power failed to make payment when due
on August 1, 1994 and consequently was in default for a second time. On October
13, 1997 the principal was collected in full, together with accrued and unpaid
interest.

         Allan P. Rothstein, director and president of the Company beneficially
owns 1,650,000 shares of H Power and the Company owns 125,000 shares; together
with other members of his immediate family, they beneficially own in the
aggregate 8,003,125 common shares, or 15% of the issued and outstanding shares
of H Power.



                                       12
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant certifies that it has duly caused this Annual Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized, in New
York, New York on the 30th day of October, 2001.

                                           DYNAMARK CORPORATION


                                           By: /s/ Allan P. Rothstein
                                               -------------------------------
                                               Allan P. Rothstein, President,
                                               principal executive and financial
                                               officer

Dated:  October 30, 2001


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
     Signature                                       Title                                     Date
     ---------                                       -----                                     ----

<S>                                         <C>                                         <C>
/s/ Allan P. Rothstein                      President, Treasurer                        October 30, 2001
-----------------------                     and Director (principal executive
Allan P. Rothstein                          and financial officer)
</TABLE>





                                       13
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit No.       Description
-----------       -----------

     3.1*         Restated Certificate of Incorporation (Exhibit 3.1 to
                  Registration Statement on Form S-18, Registration No.
                  33-18218-NY (the "Registration Statement No. 33-18218-NY")

     3.2*         By-laws of the Company, as amended (Exhibit 3.2 to the
                  Registration Statement No. 33-18218-NY)

     4.1*         Form of Common Stock Certificate (Exhibit 4.1 to the
                  Registration Statement No. 33-18218-NY)

    10.1*         Employment Agreement dated August 25, 1987 between Allan P.
                  Rothstein and the Registrant (Exhibit 10.1 to the Registration
                  Statement No. 33-18218-NY)

    28.1*         1987 Employee Incentive Stock Option Plan (Exhibit 28.1 to the
                  Registration Statement No. 33-18218-NY)


*    Incorporated by reference (pursuant to 17CFR Secs 201.24 and 240.125-32) to
     the document referenced in brackets following the description of such
     exhibits previously filed with the Commission.



                                       14
<PAGE>



                              DYNAMARK CORPORATION



                                    FORM 10-K



                     For the fiscal year ended July 31, 2001









<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

     YEARS ENDED JULY 31, 2001, 2000 AND 1999 AND THE PERIOD AUGUST 1, 1986
                      (DATE OF INCEPTION) TO JULY 31, 2001


                                     PART IV


Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 10-K


    (a)        1.  Financial Statements

                   The following indicated Financial Statements of the Company
                   are annexed hereto immediately following the signature page
                   to this Report:

                                                                         Page
                                                                         ----

                   Independent Auditors' Report                          F-1

                   Balance Sheet - July 31, 2001 and 2000                F-2

                   Statement of Operations and Comprehensive
                     Income (Loss) - years ended July 31, 2001,
                     2000 and 1999 and the period August 1, 1986
                     (date of inception) to July 31, 2001                F-3

                   Statement of Changes in Shareholders' Equity
                     (Deficiency) - years ended July 31, 2001,
                     2000 and 1999 and the period August 1, 1986
                     (date of inception) to July 31, 2001                F-4

                   Statement of Cash Flows - years ended July 31,
                     2001, 2000 and 1999 and the period August 1,
                     1986 (date of inception) to July 31, 2001        F-5 - F-6

                   Notes to Financial Statements                      F-7 - F-10

               2.  Exhibits

                   Incorporated by reference to the Exhibit Index at the end of
                    this Report.

    (b)        Reports on Form 8-K

                   None



<PAGE>

                  [LETTERHEAD OF FRIEDMAN, ALPREN & GREEN LLP]



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


TO THE SHAREHOLDERS OF DYNAMARK CORPORATION


           We have audited the accompanying balance sheet of Dynamark
Corporation (a development stage company) as of July 31, 2001 and 2000, and the
related statements of operations and comprehensive income (loss), changes in
shareholders' equity (deficiency) and cash flows for the years ended July 31,
2001, 2000 and 1999 and for the period August 1, 1986 (date of inception) to
July 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

           In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Dynamark Corporation
(a development stage company) as of July 31, 2001 and 2000, and the results of
its operations and its cash flows for the years ended July 31, 2001, 2000 and
1999, and for the period August 1, 1986 (date of inception) to July 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.






/s/ Friedman Alpren & Green LLP


September 26, 2001, except for
   Note 6, as to which the date is
   October 19, 2001


                                      F-1
<PAGE>


                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                             JULY 31, 2001 AND 2000



<TABLE>
<CAPTION>
                                     ASSETS

                                                                                         2001                2000
                                                                                    ---------------     ---------------
<S>                                                                                 <C>                 <C>
Current assets
   Cash                                                                             $        16,019     $        33,482
   Investments                                                                              881,212             145,592
                                                                                    ---------------     ---------------

                                                                                    $       897,231     $       179,074
                                                                                    ===============     ===============

                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accrued expenses                                                                 $        15,852     $        21,015
                                                                                    ---------------     ---------------

Due to officer                                                                              183,961             177,961
Deferred income taxes                                                                       127,925                --
                                                                                    ---------------     ---------------

                                                                                            331,886             177,961
                                                                                    ---------------     ---------------

Commitment                                                                                     --                  --

Shareholders' equity (deficiency)
   Preferred stock, $.0001 par value; 5,000,000 shares
     authorized, none issued                                                                   --                  --
   Common stock, $.0001 par value; 50,000,000 shares
     authorized, 18,000,000 shares issued and outstanding                                     1,800               1,800
   Additional paid-in capital                                                               556,751             556,751
   Deficit accumulated during the development stage                                        (486,533)           (578,453)
   Accumulated other comprehensive income - unrealized
     gain on securities available for sale, net of income taxes                             497,475                --
                                                                                    ---------------     ---------------

                                                                                            569,493             (19,902)
                                                                                    ---------------     ---------------

                                                                                    $       897,231     $       179,074
                                                                                    ===============     ===============
</TABLE>


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

                                       F-2
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

             STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

<TABLE>
<CAPTION>
                                                                                                                     Cumulative
                                                                                                                      August 1,
                                                                                                                        1986
                                                                                                                      (Date of
                                                                        Year Ended July 31,                          Inception)
                                                      -------------------------------------------------------        to July 31,
                                                            2001                2000                1999                2001
                                                      ---------------     ---------------     ---------------     ---------------
<S>                                                   <C>                 <C>                 <C>                 <C>
Revenues
   Interest and dividend income                       $        10,652     $         7,473     $         8,421     $       236,532
   Licensing revenue                                             --                  --                  --                 1,469
   Other income                                                   855                --                  --                   855
                                                      ---------------     ---------------     ---------------     ---------------

           Total revenues                                      11,507               7,473               8,421             238,856
                                                      ---------------     ---------------     ---------------     ---------------

Expenses
   Salaries                                                      --                  --                  --               312,800
   Automobile rental and expenses                                --                  --                  --                28,618
   Professional fees                                           37,151              17,036              16,960             250,141
   Licensing agreement                                           --                  --                  --                12,707
   Other                                                       10,786              12,908               9,918             222,585
                                                      ---------------     ---------------     ---------------     ---------------

           Total expenses                                      47,937              29,944              26,878             826,851
                                                      ---------------     ---------------     ---------------     ---------------

                                                              (36,430)            (22,471)            (18,457)           (587,995)
                                                      ---------------     ---------------     ---------------     ---------------

Losses on investment accounted for under
   the equity method                                             --                  --                  --              (124,388)
Recovery of note receivable                                      --                  --                  --                97,500
                                                      ---------------     ---------------     ---------------     ---------------

                                                                 --                  --                  --               (26,888)
                                                      ---------------     ---------------     ---------------     ---------------

            Net loss before income tax benefit                (36,430)            (22,471)            (18,457)           (614,883)

Income tax benefit                                            128,350                --                  --               128,350
                                                      ---------------     ---------------     ---------------     ---------------

            Net income (loss)                                  91,920             (22,471)            (18,457)           (486,533)

Other comprehensive income - unrealized
   gain on marketable securities, net of
   income tax expense of $256,275                             497,475                --                  --               497,475
                                                      ---------------     ---------------     ---------------     ---------------

            Comprehensive income (loss)               $       589,395     $       (22,471)    $       (18,457)    $        10,942
                                                      ===============     ===============     ===============     ===============

Basic and diluted earnings (loss) per
   common share                                       $           .01     $          -0-      $          -0-      $          (.03)
                                                      ===============     ===============     ===============     ===============

Weighted average number of shares
   outstanding                                             18,000,000          18,000,000          18,000,000          17,768,670
                                                      ===============     ===============     ===============     ===============
</TABLE>


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

                                       F-3
<PAGE>


                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)

             YEARS ENDED JULY 31, 2001, 2000 AND 1999 AND THE PERIOD
               AUGUST 1, 1986 (DATE OF INCEPTION) TO JULY 31, 2001


<TABLE>
<CAPTION>

                                                                                            Deficit
                                                    Common Stock                          Accumulated    Accumulated
                                                  $.0001 Par Value         Additional      During the      Other
                                            ---------------------------     Paid-In       Development   Comprehensive
                                               Shares         Amount        Capital          Stage         Income         Total
                                            ------------   ------------   ------------   ------------   ------------   ------------

<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Issuance of common stock                      15,000,000   $      1,500   $       --     $       --     $       --     $      1,500

Issuance of common stock pursuant to a
   public offering                             3,000,000            300        556,751           --             --          557,051

Net loss for the period August 1, 1986
   (date of inception) to July 31, 1998             --             --             --         (537,525)          --         (537,525)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, July 31, 1998                        18,000,000          1,800        556,751       (537,525)          --           21,026

Net loss for the year ended July 31, 1999           --             --             --          (18,457)          --          (18,457)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, July 31, 1999                        18,000,000          1,800        556,751       (555,982)          --            2,569

Net loss for the year ended July 31, 2000           --             --             --          (22,471)          --          (22,471)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, July 31, 2000                        18,000,000          1,800        556,751       (578,453)          --          (19,902)

Net income for the year ended July 31, 2001         --             --             --           91,920           --           91,920

Other comprehensive income - unrealized
   gain on securities available for sale,
   net of income taxes                              --             --             --             --          497,475        497,475
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, July 31, 2001                        18,000,000   $      1,800   $    556,751   $   (486,533)  $    497,475   $    569,493
                                            ============   ============   ============   ============   ============   ============
</TABLE>


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

                                       F-4
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                                    Cumulative
                                                                                                                     August 1,
                                                                                                                       1986
                                                                                                                     (Date of
                                                                          Year Ended July 31,                       Inception)
                                                      -------------------------------------------------------       to July 31,
                                                           2001                2000                1999                2001
                                                      ---------------     ---------------     ---------------     ---------------
<S>                                                   <C>                 <C>                 <C>                 <C>
Cash flows from operating activities
   Net income (loss)                                  $        91,920     $       (22,471)    $       (18,457)    $      (486,533)
   Adjustments to reconcile net income (loss)
     to net cash provided by (used in)
     operating activities
       Deferred income taxes                                 (128,350)               --                  --              (128,350)
       Losses on investment accounted
         for under the equity method                             --                  --                  --               124,388
       Recovery of note receivable                               --                  --                  --               (97,500)
       Depreciation and amortization                             --                  --                  --                22,155
       Changes in assets and liabilities
         Accrued interest receivable                             --                  --                  --               (24,375)
         Prepaid income taxes                                    --                   225                (210)               --
         Deferred lease costs                                    --                  --                  --                (7,200)
         Accrued expenses                                      (5,163)             (7,667)             13,804              15,852
         Due to officer                                         6,000               6,000               6,000             183,961
         Other                                                   --                  --                  --                   549
                                                      ---------------     ---------------     ---------------     ---------------

           Net cash provided by (used in)
              operating activities                            (35,593)            (23,913)              1,137            (397,053)
                                                      ---------------     ---------------     ---------------     ---------------
</TABLE>


                                   (Continued)



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

                                       F-5
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>

                                                                                                                    Cumulative
                                                                                                                     August 1,
                                                                                                                       1986
                                                                                                                     (Date of
                                                                          Year Ended July 31,                       Inception)
                                                      -------------------------------------------------------       to July 31,
                                                           2001                2000                1999                2001
                                                      ---------------     ---------------     ---------------     ---------------
<S>                                                   <C>                 <C>                 <C>                 <C>
Cash flows from investing activities
   Investments and related advances                   $        18,130     $      (145,592)    $          --       $      (227,475)
   Collection of note receivable                                 --                  --                  --                97,500
   Acquisition of computer equipment                             --                  --                  --               (13,556)
                                                      ---------------     ---------------     ---------------     ---------------

           Net cash provided by (used in)
              investing activities                             18,130            (145,592)               --              (143,531)
                                                      ---------------     ---------------     ---------------     ---------------

Cash flows from financing activities
   Proceeds of sale of common stock pursuant
     to a public offering                                        --                  --                  --               576,030
   Payments of notes payable, affiliate                          --                  --                  --               (19,427)
                                                      ---------------     ---------------     ---------------     ---------------

           Net cash provided by financing
              activities                                         --                  --                  --               556,603
                                                      ---------------     ---------------     ---------------     ---------------

Net increase (decrease) in cash                               (17,463)           (169,505)              1,137              16,019

Cash, beginning of period                                      33,482             202,987             201,850                --
                                                      ---------------     ---------------     ---------------     ---------------

Cash, end of period                                   $        16,019     $        33,482     $       202,987     $        16,019
                                                      ===============     ===============     ===============     ===============

Supplemental cash flow disclosures
   Income taxes paid                                  $           433     $         2,097     $           365     $         9,621
                                                      ===============     ===============     ===============     ===============
</TABLE>



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

                                       F-6
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




1 - DEVELOPMENT STAGE COMPANY

         The Company, a Delaware corporation, has been in the development stage
    since its formation on August 1, 1986. It has not generated operating
    revenues as of July 31, 2001, and no assurance can be given that it will
    generate operating revenues and earnings in the future.


2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Use of Estimates

         Management uses estimates and assumptions in preparing financial
    statements. Those estimates and assumptions affect the reported amounts of
    assets and liabilities, the disclosure of contingent assets and liabilities,
    and the reported revenues and expenses.

    Revenue Recognition

         Interest income is recognized on the accrual basis. Dividends are
    recognized on the ex-dividend date.

    Income Taxes

         The Company applies the asset and liability method of accounting for
    income taxes. Under the asset and liability method, deferred tax assets and
    liabilities are recognized for the estimated future tax consequences
    attributable to differences between the financial statement carrying amounts
    of existing assets and liabilities and their respective tax bases. Deferred
    tax assets and liabilities are measured using the enacted tax rates in
    effect for the year in which those temporary differences are expected to be
    recovered or settled.

    Earnings (Loss) Per Common Share

         The Company applies Financial Accounting Standards Board ("FASB")
    Statement No. 128, "Earnings per Share", which requires dual presentation of
    basic and diluted earnings per share ("EPS") for complex capital structures
    on the face of the statement of operations. Basic and diluted EPS has been
    computed by dividing the loss by the weighted average number of common
    shares outstanding for the period. During the years ended July 31, 2000 and
    1999, basic and diluted loss per share was less than $.01. The Company has
    not issued any dilutive potential common stock since inception.



                                   (Continued)

                                       F-7
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Investments

         At July 31, 2001, the Company held a twelve-month U.S. Treasury bill
    with a face value of $150,000 that matures in February 2002. This investment
    is classified as held-to-maturity and is carried at amortized cost. The fair
    value of the investment approximates its carrying value due to its short
    maturity.

         At July 31, 2001, the Company also held 125,000 common shares of H
    Power Corp., which are classified as available-for-sale securities.
    Available-for-sale securities are recorded at fair value. Unrealized holding
    gains and losses, net of the related income tax effect, are excluded from
    earnings and are reported as a separate component of shareholders' equity.

         At the time of sale, any gains or losses are calculated using the
    specific identification method and are recognized as a component of
    operating results.


3 - INVESTMENT IN H POWER CORP.

         Prior to August 1, 2000, the Company accounted for its investment in H
    Power Corp. using the equity method because it was part of a group of
    certain related parties and affiliates which owned approximately 18 percent
    of that corporation. During the year ended July 31, 1995, the Company
    recognized an other-than-temporary impairment of value in this investment
    due to H Power Corp.'s continuing losses and wrote the carrying value down
    to zero.

         On August 10, 2000, H Power Corp. consummated an initial public
    offering ("IPO"). In July 2000, in connection with the IPO, H Power Corp.
    authorized a five-for-one split. In addition, in April 2000, certain parties
    related to the Company agreed to resign from H Power Corp.'s Board of
    Directors and accept certain restrictions on voting and transferring their
    shares and seeking proxies. Consequently, the group of related parties and
    affiliates no longer exercised significant influence over H Power Corp. and,
    beginning in the quarter ended October 31, 2000, the Company accounted for
    the investment as available-for-sale marketable equity securities. The
    unrealized holding gain on the H Power Corp. shares, which is reflected in
    other comprehensive income, was $753,750 for the year ended July 31, 2001.
    At July 31, 2001, the H Power Corp. shares had a quoted market price of
    $6.03 per share.


                                   (Continued)

                                       F-8
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




4 - INCOME TAXES

         The primary components of the Company's deferred tax assets and
    liabilities and the related valuation allowances are as follows:

<TABLE>
<CAPTION>
                                                                     Year Ended July 31,
                                                            -----------------------------------
                                                                  2001                2000
                                                            ---------------     ---------------
<S>                                                         <C>                 <C>
         Gross deferred tax assets
           Net operating loss carryforwards                 $       162,830     $       150,960

         Valuation allowance                                        (34,480)           (150,960)
                                                            ---------------     ---------------

                                                                    128,350                --

         Gross deferred tax liabilities
           Unrealized gain on investments                           256,275                --
                                                            ---------------     ---------------

                                                            $       127,925     $          -0-
                                                            ===============     ===============
</TABLE>

         At July 31, 2001, the Company has net operating loss carryforwards of
    approximately $479,000, expiring during the years 2004 to 2021, available to
    reduce future Federal taxable income. In 2000 and 1999, the Company recorded
    a valuation allowance fully offsetting the deferred tax asset related to its
    net operating loss carryforwards. The valuation allowance was based on
    management's estimates and analysis that it was more likely than not that
    the related deferred tax assets would not be realized.

         At July 31, 2001, the Company recorded an accumulated unrealized gain
    on marketable securities of approximately $750,000, which is presented, net
    of taxes, in other comprehensive income. The unrealized gain subsequently
    decreased significantly (see Note 6). Consequently, the Company believes
    that realization of part of the deferred tax asset was more likely than not
    and, accordingly, recorded a deferred tax asset of $128,350, at July 31,
    2001.


                                   (Continued)

                                       F-9
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




5 - RELATED PARTY TRANSACTIONS

         The Company rents its principal office space from its president on a
    month-to-month basis at $500 per month. Rent expense incurred was $6,000 for
    each of the years ended July 31, 2001, 2000 and 1999.

         At July 31, 2001 and 2000, the balance due to officer consists of
    noninterest-bearing amounts payable to the president of the Company as
    follows:

<TABLE>
<CAPTION>
                                                                  2001                2000
                                                            ---------------     ---------------
<S>                                                         <C>                 <C>
         Officer's salary                                   $       125,961     $       125,961
         Rent                                                        58,000              52,000
                                                            ---------------     ---------------

                                                            $       183,961     $       177,961
                                                            ===============     ===============
</TABLE>

         These liabilities have been classified as noncurrent based on the
    president's intent not to demand payment before August 2002.

6 - SUBSEQUENT EVENT (UNAUDITED)

         At October 19, 2001, the H Power Corp. common shares had a quoted
    market value of $3.02 per share. The Company owns 125,000 common shares of H
    Power Corp.




                                      F-10
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                           QUARTER ENDED JULY 31, 2001



SIGNATURES
----------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant certifies that it has duly caused this Annual Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized, in New
York, New York on the ___ day of ______ 2001.




DATE:                                    DYNAMARK CORPORATION



                                         By:
------------------------------------        ------------------------------------
                                                     Allan P. Rothstein
                                                     President