<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  For the Quarterly Period Ended March 31, 2002

                                       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 0-23077

                           _________________________

                                 IMAGEMAX, INC.
             (Exact name of Registrant as specified in its charter)


                  Pennsylvania                           23-2865585
                  ------------                           -----------
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)               Identification No.)


      455 Pennsylvania Avenue, Suite 128
        Fort Washington, Pennsylvania                       19034
        -----------------------------                       -----
    (Address of principal executive offices)              (Zip Code)

                                 (215) 628-3600
                                 --------------
              (Registrant's telephone number, including area code)

     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 [_]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 15, 2002:

       Common Stock, no par value                            6,793,323
       --------------------------                            ---------
                 Class                                   Number of Shares

================================================================================

<PAGE>

                                 IMAGEMAX, INC.

                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                          Page
<S>                                                                                     <C>
     Item 1 - Financial Statements (Unaudited)

          Consolidated Statements of Operations ......................................    1

          Consolidated Balance Sheets ................................................    2

          Consolidated Statements of Cash Flows ......................................    3

          Notes to Consolidated Financial Statements. ................................    4

     Item 2 - Management's Discussion and Analysis of Financial Condition and
          Results of Operations ......................................................    9

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk .............   13

PART II - OTHER INFORMATION

     Item 6 - Exhibits and Reports on Form 8-K. ......................................   14

SIGNATURES ...........................................................................   15
</TABLE>

<PAGE>

                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Unaudited, in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                      Three Months
                                                                     Ended March 31,
                                                                     ---------------
                                                                  2002              2001
                                                                  ----              ----
<S>                                                            <C>                <C>
Revenues:

     Services ..............................................   $  8,871           $ 10,270

     Products ..............................................      1,467              2,036
                                                               --------           --------

                                                                 10,338             12,306
                                                               --------           --------
Cost of revenues:

     Services ..............................................      5,131              6,266

     Products ..............................................        924              1,183

     Depreciation ..........................................        322                423
                                                               --------           --------

                                                                  6,377              7,872
                                                               --------           --------

        Gross profit .......................................      3,961              4,434

Selling and administrative expenses ........................      3,533              3,847

Amortization of intangibles ................................         95                497
                                                               --------           --------
        Operating income ...................................        333                 90

Interest expense ...........................................        295                460
                                                               --------           --------

Net income (loss) ..........................................   $     38           $   (370)
                                                               ========           ========


Basic and diluted net income (loss) per share ..............   $   0.01           $  (0.06)
                                                               ========           ========
Shares used in computing basic and diluted net income
     (loss) per share ......................................      6,793              6,687
                                                               ========           ========
</TABLE>

                             See accompanying notes.

                                        1

<PAGE>

                           CONSOLIDATED BALANCE SHEETS
                 (Unaudited, in thousands except share amounts)

<TABLE>
<CAPTION>
                                                                                  March 31,   December 31,
                                                                                    2002          2001
                                                                                    ----          ----
<S>                                                                               <C>         <C>
                                      ASSETS

Current assets:
   Cash and cash equivalents ...................................................  $     69      $     84
   Accounts receivable, net of allowance for doubtful accounts of $443 and
       $488 as of March 31, 2002 and December 31, 2001, respectively ...........     7,214         7,621
   Inventories .................................................................     1,177         1,236
   Prepaid expenses and other ..................................................       685           585
                                                                                  --------      --------

       Total current assets ....................................................     9,145         9,526

Property, plant and equipment, net .............................................     3,000         3,249
Intangibles, primarily goodwill, net ...........................................    35,141        35,171
Other assets ...................................................................       495           477
                                                                                  --------      --------

       Total assets ............................................................  $ 47,781      $ 48,423
                                                                                  ========      ========

                 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Short-term debt and current portion of long-term debt .......................  $  1,896      $  2,031
   Accounts payable ............................................................     2,372         2,711
   Accrued expenses ............................................................     3,081         3,088
   Deferred revenue ............................................................     1,522         1,382
                                                                                  --------      --------

       Total current liabilities ...............................................     8,871         9,212

Long-term debt .................................................................     5,439         5,813


Subordinated convertible debt, net of discount of $259 and $294, as of March
   31, 2002 and December 31, 2001, respectively ................................     5,741         5,706


Shareholders' equity:
   Preferred stock, no par value, 10,000,000 shares authorized, none issued ....        --            --
   Common stock, no par value, 40,000,000 shares authorized, 6,793,323 shares
       issued and outstanding as of March 31, 2002 and December 31, 2001. ......    53,494        53,494
   Accumulated deficit                                                             (25,764)      (25,802)
                                                                                  --------      --------

       Total shareholders' equity ..............................................    27,730        27,692
                                                                                  --------      --------

       Total liabilities and shareholders' equity ..............................  $ 47,781      $ 48,423
                                                                                  ========      ========
</TABLE>

                             See accompanying notes.

                                        2

<PAGE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                                      Three Months
                                                                                     Ended March 31,
                                                                                     ---------------

                                                                                    2002          2001
                                                                                    ----          ----
<S>                                                                               <C>           <C>
Cash flows from operating activities:
    Net income (loss) ..........................................................  $     38      $   (370)
    Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities-
        Depreciation and amortization ..........................................       352           857
        Amortization of deferred financing costs ...............................        63            63
        Amortization of imputed interest .......................................        35            34
        Changes in operating assets and liabilities-
            Accounts receivable, net ...........................................       407          (746)
            Inventories ........................................................        59           181
            Prepaid expenses and other .........................................      (100)         (524)
            Other assets .......................................................       (81)           15
            Accounts payable ...................................................      (339)         (431)
            Accrued expenses ...................................................        (7)         (161)
            Deferred revenue ...................................................       140            94
                                                                                  --------      --------

                Net cash provided by (used in) operating activities ............       567          (988)
                                                                                  --------      --------

Cash flows from investing activities:
    Purchases of property and equipment ........................................       (73)         (194)
                                                                                  --------      --------

                Net cash used in investing activities ..........................       (73)         (194)
                                                                                  --------      --------

Cash flows from financing activities:
    Principal payments on debt and capital lease obligations ...................      (509)         (502)
    Proceeds from issuance of common stock .....................................        --            12
                                                                                  --------      --------

                Net cash used in financing activities ..........................      (509)         (490)
                                                                                  --------      --------

Net decrease in cash and cash equivalents ......................................       (15)       (1,672)
Cash and cash equivalents, beginning of period .................................        84         2,248
                                                                                  --------      --------

Cash and cash equivalents, end of period .......................................  $     69      $    576
                                                                                  ========      ========

Supplemental disclosures of cash flow information:
    Cash paid for:
        Interest ...............................................................  $    153      $    567
                                                                                  ========      ========

        Income taxes ...........................................................  $     55      $     15
                                                                                  ========      ========
</TABLE>

                             See accompanying notes.

                                        3

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1. BACKGROUND AND BASIS OF PRESENTATION:

ImageMax, Inc. ("ImageMax") is a single-source provider of outsourced document
management solutions to companies located throughout the United States and
concentrated primarily in the health care, financial services, engineering and
legal services industries. The Company's services include electronic (digital)
and micrographic media conversion, data entry and indexing, Internet retrieval
and hosting services, document storage (including Internet "web-enabled"
document storage and retrieval) and system integration. The Company also sells
and supports document management equipment and proprietary as well as third
party open architecture imaging and indexing software. The Company has one
reportable segment.

The accompanying unaudited consolidated financial statements include the
accounts of ImageMax and subsidiary (the "Company"). All material intercompany
balances and transactions have been eliminated in consolidation. The
consolidated balance sheet as of December 31, 2001 has been derived from the
Company's consolidated financial statements that have been audited by the
Company's independent auditors.

The unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information pursuant to rules and regulations of the Securities and
Exchange Commission ("SEC"). Accordingly, unaudited interim financial statements
such as those in this report allow certain information and footnotes required by
accounting principles generally accepted in the United States for year end
financial statements to be excluded. The Company believes all adjustments
necessary for a fair presentation of these interim financial statements have
been included and are of a normal and recurring nature. Interim results are not
necessarily indicative of results for a full year. These interim financial
statements should be read in conjunction with the Company's pro forma and
historical financial statements and notes thereto included in its Annual Report
on Form 10-K for the year ended December 31, 2001.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Change in Accounting Policy

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.s
141 and 142, "Business Combinations" and "Goodwill and Other Intangibles." SFAS
141 requires all business combinations initiated after July 1, 2001, to be
accounted for using the purchase method SFAS 142 concluded that purchased
goodwill would not be amortized but would be reviewed for impairment when
certain events indicate that the goodwill of a reporting unit is impaired. The
impairment test will use a fair value based approach, whereby if the implied
fair value of a reporting unit's goodwill is less than its carrying amount,
goodwill would be considered impaired. SFAS 142 does not require that goodwill
be tested for impairment upon adoption unless an indicator of impairment exists
at that date. However, it would require that a benchmark assessment be performed
for all existing reporting units within six months of the date of adoption. The
new goodwill model applies not only to goodwill arising from acquisitions
completed after the effective date, but also to goodwill previously recorded.

Effective January 1, 2002, SFAS 142 was adopted. All goodwill and
indefinite-lived intangible assets must be tested for impairment and a
transition adjustment will be recognized. Management has not yet determined the
exact amount of goodwill impairment under these new standards, but believes the
non-cash cumulative effect charge to shareholders' equity will be in excess of
approximately $7.5 million and recognized in the second quarter of 2002.
Effective January 1, 2002, amortization of goodwill is no longer recorded and,
thereafter, all goodwill and any indefinite-lived intangible assets must be
tested at least annually for impairment.

                                        4

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

Change in Accounting Policy (Continued):

The following table presents the impact of SFAS 142 on net income per share had
the standard been in effect for the three months ended March 31, 2001.

                                                   Three Months Ended March 31,

                                                      2002                  2001
                                                      ----                  ----

Net income - as reported                           $38,000            $(370,000)

Amortization of goodwill                                --              386,000
                                                   -------            ---------

Net income adjusted                                $38,000            $  16,000
                                                   =======            =========

Basic and diluted income per share as reported     $  0.01            $   (0.06)
                                                   =======            =========

Basic and diluted income per share as adjusted     $  0.01            $    0.00
                                                   =======            =========

Other than SFAS 142, there were no changes in the accounting policies of the
Company during the periods presented. For a description of these policies, refer
to Note 2 of Notes to Consolidated Financial Statements of ImageMax, Inc.
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.


3. ACCOUNTING PRONOUNCEMENTS PENDING ADOPTION:

In August 2001, Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations" ("SFAS No. 143"), was issued. This statement
significantly changes the method of accruing for costs that an entity is legally
obligated to incur associated with the retirement of fixed assets. The Company
will evaluate the impact and timing of implementing SFAS No. 143, which is
required no later than January 1, 2003.

In August 2001, the FASB issued Statement of Financial Accounting Standards No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS No.
144"). Among other things, SFAS No. 144 significantly changes the criteria that
would have to be met to classify an asset as held-for-sale. This statement
supersedes Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
and the provisions of Accounting Principles Board Opinion 30 Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions that relate to reporting the effects of a disposal of a segment of
a business. The Company adopted SFAS 144 effective January 1, 2002, when
adoption was mandatory. This new accounting standard had no impact on the
Company's consolidated results for the three months ended March 31, 2002.


4. RECLASSIFICATIONS:

Prior year amounts have been reclassified to conform to the current year
presentation.


5. LONG-TERM DEBT:

On June 12, 2000, the Company closed on a $14.5 million senior credit facility
(the "Credit Facility") pursuant to the Credit Agreement dated June 9, 2000 (the
"Credit Agreement") with Commerce Bank, N.A. and FirsTrust Bank (together, the
"Banks"). The Credit Facility consisted of a two-year $7.0 million revolving
credit line (the "Revolving Credit Line") and a four-year $7.5 million term loan
(the "Term Loan").

Under the Revolving Credit Line, interest was payable monthly at the prime rate
plus 1.5% (effective rate of 6.25% as of March 31, 2002). The outstanding
principal amount of the Revolving Credit Line was approximately $4.2 million as
of March 31, 2002 and was due and payable at the end of the term in June 2002.
Borrowing availability was based on the level of the Company's eligible accounts
receivable, as defined in the Credit Agreement. At March 31, 2002, $250,000 was
available under the credit line.

                                        5

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


5. LONG-TERM DEBT (Continued):

Under the Term Loan, interest was payable monthly at the prime rate plus 2.0%
(effective rate of 6.75% as of March 31, 2002 ). The outstanding principal
amount of the Term Loan was $2.23 million as of March 31, 2002 and was due in
quarterly payments of $500,000 commencing September 30, 2000 until March 31,
2004. In addition, on an annual basis, the Company was required to reduce the
principal amount outstanding under the Term Loan to the extent that earnings
before interest, taxes, depreciation and amortization ("EBITDA") (as defined in
the Credit Agreement), as adjusted, exceeded certain specified levels set forth
in the Credit Agreement and upon certain asset sales by the Company, if any.

The Credit Facility restricts the payment of dividends and was secured by
substantially all assets of the Company and required maintenance of various
financial and restrictive covenants including minimum levels of EBITDA and net
worth. The Company also issued warrants to the Banks to purchase an additional
100,000 shares of common stock of the Company (subject to downward adjustment
under certain circumstances) at $3.50 per share. The warrants are exercisable
beginning one year from the date of issuance. The warrants expire five years
from the date of issuance. The Company also paid $242,500 in bank fees to the
Banks upon closing.

On March 30, 2001, the Company entered into an amendment to the Credit Facility
(the "Amendment") which reduced the minimum levels of EBITDA required under the
restrictive covenants. In addition, the Amendment increased the level of
payments under the Term Loan by a minimum of $1,000,000 over a 12 month period.
The increase included minimum payments of $600,000 on May 30, 2001, $150,000 on
June 30, 2001, and $150,000 on September 30, 2001, all of which were made. The
balance of $100,000 was split over December 31, 2001 and March 31, 2002 and was
repaid.

The Company has been in technical default on its senior Credit Facility
(relating to EBITDA and net worth covenants) since September 30, 2001. In order
to remedy such default, on April 12, 2002, the Company and the Banks have
entered into a commitment letter to restructure the Credit Facility.

The commitment letter provides that the Company and the Banks will enter into a
new $7.48 million senior credit facility (the "New Credit Facility") with the
senior lenders consisting of a $5.25 million revolving credit line (the "New
Revolving Credit Line") and a $2.23 million term loan (the "New Term Loan").

Under the New Revolving Credit Line, interest will be payable monthly at prime
plus 2.0% with principal due and payable June 30, 2003. Borrowing availability
under the New Revolving Credit Line is based on the level of the Company's
eligible accounts receivable (as defined).

Under the New Term Loan, interest will be payable monthly at prime plus 2.0%
with principal due and payable in three consecutive quarterly installments of
$500,000 commencing June 30, 2002 with two additional quarterly installments of
$365,000 due on March 31, 2003 and June 30, 2003.

The New Credit Facility restricts the payment of dividends, is secured by
substantially all of the assets of the Company and requires maintenance of
various financial and restrictive covenants including a minimum level of
quarterly EBITDA of $750,000 (commencing with the second quarter of 2002), total
liabilities cannot exceed fifty percent (50%) of net worth (as defined) and no
interest payment on the subordinated convertible notes issued to the Investors
(as defined below) until February 15, 2004. The Company will also pay $60,000 in
bank fees upon closing the New Credit Facility, and an additional $58,000 will
be due 90 days after closing.

In connection with the Credit Facility, the Company entered into an interest
rate cap agreement maturing on June 9, 2002, with a total notional amount of
$6,000,000. The Company paid the counterparty a premium of $29,000 on June 9,
2000, and will receive monthly an amount equal to the product of the amount by
which the Prime Rate 4.75% at March 31, 2002) exceeds the Cap Rate (11.5%)
multiplied by the notional amount. During 2002 and 2001, the Prime Rate has not
exceeded the Cap Rate. Accordingly, the Company has not received any payments
under this agreement during 2002 and 2001.

In April 1999, the Company executed a $900,000 mortgage loan with a lender
relating to a Company-owned property that houses a business unit operation. The
Company received $869,000 in proceeds, net of closing costs, from the
transaction. In July 1999, the $869,000 was applied to the balance of the Credit
Facility. Interest on the mortgage is at the greater of 8.50% or the U.S.
Treasury rate plus 375 basis points 9.00% at March 31, 2002). The loan carries a
ten-year term (maturing May 2009), is secured by the mortgaged property, and
requires equal monthly repayments of principal and interest of $10,000.

                                        6

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


6. SUBORDINATED CONVERTIBLE DEBT:

On February 15, 2000, the Company completed a $6 million financing transaction
involving the sale of convertible subordinated notes (the "Notes") and warrants
(the "Investor Warrants") to TDH III, L.P. ("TDH"), Dime Capital Partners, Inc.
and Robert E. Drury (collectively, the "Investors"). The proceeds of this
financing were used to repay $5 million under the previous credit facility, and
provide working capital for the Company. Additionally, J.B. Doherty, the
managing general partner of TDH, and Mr. Drury, joined the Company's Board of
Directors.

The Notes were due and payable upon the fourth anniversary of the date of
issuance and accrue interest at nine percent (9%) payable semi-annually. The
Company cannot voluntarily prepay the Notes. The Notes were initially
convertible into the Company's Common stock, no par value, at $3.50 per share,
which price may have been adjusted downward if, under certain circumstances, the
holders thereof convert the Notes prior to February 15, 2003. The Company also
issued the Investor Warrants to the Investors to purchase an additional
1,800,000 shares of Common stock of the Company (subject to downward adjustment
under certain circumstances), no par value, at $3.50 per share. The Investor
Warrants are exercisable beginning the later of (i) one year from the date of
issuance or (ii) the conversion of the Notes into Common Stock. The Investor
Warrants expire on February 15, 2005. The estimated fair value of the Investor
Warrants of $553,000 has been recorded as an increase to shareholders' equity
and a related reduction in the carrying amount of the Notes. The Company is
amortizing the $553,000 discount over the four-year term of the Notes.

In order for the Company to enter into the commitment letter with its senior
lenders to restructure the Credit Facility, the Investors had to commit to
forego payments of interest until February 15, 2004 on the Notes. As
consideration for such forbearance of interest, on April 12, 2002, the Company
and the Investors entered into a commitment letter to amend the $6 million
subordinated debt agreement. Under the terms of the commitment letter, the
Investors will receive new convertible subordinated notes (the "New Notes") that
will replace the existing Notes purchased by the Investors on February 15, 2000
and outstanding interest of $0.27 million will be capitalized. The New Notes and
accrued interest will be due and payable on February 15, 2004. Interest will
accrue at nine percent (9%) per annum, compounded semi-annually. Up to $1.9
million of the principal amount of the New Notes will be voluntarily convertible
into the Company's Common Stock, no par value, at a reduced price of $0.40 per
share, for approximately 4.8 million shares of Common Stock. Interest expense
accrued under Subordinated Convertible Debt at March 31, 2002 amounted to
approximately $410,000.

In the event that the Investors convert the New Notes or the Company pays all of
the outstanding balance on February 15, 2004, the commitment letter provides
that the Investor Warrants will be cancelled. If, however, the Company pays
substantially all (a minimum of seventy-five percent (75%)) of the New Notes on
February 15, 2004, the commitment letter provides that the Investor Warrants
will be cancelled and additional warrants (the "Additional Warrants") will be
issued for the purchase of 8.2 million shares, no par value, at a price equal to
the lesser of (i) $0.25 or (ii) 80% of the then current market price of the
Common Stock, which Additional Warrants will be exercisable until February 15,
2006. In the event that the Company elects to pay seventy-five percent (75%) of
the outstanding balance on February 15, 2004, the commitment letter provides
that the remainder of the outstanding balance will be due on February 15, 2005,
and the Additional Warrants cannot be voted or exercised during such year
extension; provided, however, that if the Company does not pay the remaining
outstanding balance by February 15, 2005, the Additional Warrants would become
exercisable and the voting rights are effective. In the event that the Company
receives an extension to pay the remainder of the balance until February 15,
2005, the Investors elect to convert the New Notes, and the Company pays the
remainder due on February 15, 2005, the commitment letter provides that the
Additional Warrants will be cancelled; provided, however, that if the Investors
do not convert, the Additional Warrants will be reduced so that the Investors
can purchase up to an aggregate of 2.1 shares of Common Stock, no par value,
which will be exercisable until February 15, 2006. If the Company cannot meet
the minimum payment threshold on February 15, 2004, the Investor Warrants will
be cancelled, the Additional Warrants will be exercisable and the shares of
Common Stock exercisable thereunder shall be voted by the Investors.


7. INCOME TAXES:

At March 31, 2002, the Company had net operating loss carryforwards for federal
income tax purposes of approximately $15.9 million expiring in 2016 through
2021. The net operating loss carryforward differs from the accumulated deficit
principally due to differences in the recognition of certain expenses for
financial and income tax reporting purposes, as well as, the nondeductibility of
the loss on the sale of business units and goodwill amortization. The timing and
manner in which the company will utilize the net operating loss carryforwards in
any year, or in total, may be limited by the provision of the internal revenue
service code. Such limitation may have an impact on the ultimate realization and
timing of these net operating loss carryforwards.

                                        7

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


7. INCOME TAXES (continued):

At March 31, 2002, a valuation allowance was established for the Company's tax
benefit based upon the uncertainty of the realizability of the associated
deferred tax asset given the Company's losses to date under the guidelines set
forth in the Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes.


8. EARNINGS PER SHARE:

The Company has presented net income (loss) per share pursuant to SFAS No. 128,
"Earnings Per Share", which requires dual presentation of basic and diluted
earnings per share. Basic earnings per share ("Basic EPS") is computed by
dividing the net income (loss) for the period by the weighted average number of
shares of common stock outstanding for the period. Diluted earnings per share
("Diluted EPS") is computed by dividing net income (loss) for the period by the
weighted average number of shares of common stock and common stock equivalents
outstanding during the period. For the three months ended March 31, 2002, common
stock equivalents are not included because option exercise prices and debt
conversion prices exceed the average market price for the period and as such,
Basic EPS and Diluted EPS are the same. For the three months ended March 31,
2001, common stock equivalents are not included, as their effect is antidilutive
and, as such, Basic EPS and Diluted EPS are the same.


9. INTANGIBLE ASSETS:


                                           March 31,       December 31,
                                             2002              2001
                                             ----              ----
Goodwill                                 $ 41,553,000      $ 41,553,000
Developed technology                          469,000           469,000
                                         ------------      ------------
                                           42,022,000        42,022,000
Less: Accumulated amortization             (6,881,000)       (6,851,000)
                                         ------------      ------------
                                         $ 35,141,000      $ 35,171,000
                                         ============      ============

The Company continually evaluates whether events or circumstances have occurred
that indicate that the remaining useful lives of intangibles assets should be
revised or that the remaining balance of such assets may not be recoverable.
Other than the estimated range of impact on Goodwill from adopting FAS 142 (See
Note 2), as of March 31, 2002, the Company believes that no revisions of the
remaining useful lives or write-downs of intangible assets are required.

                                        8

<PAGE>

                                 PART I - ITEM 2
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

This Report on Form 10-Q contains certain forward-looking statements that
involve substantial risks and uncertainties. When used in this Report, the words
"anticipate," "believe," "estimate," "expect," "intend," and similar
expressions, as they relate to the Company or its management, are intended to
identify such forward-looking statements. The Company's actual results,
performance, or achievements could differ materially from the results expressed
in, or implied by, these forward-looking statements. Factors that could cause or
contribute to such differences include those set forth in "Business--Risk
Factors" as disclosed in the Company's Annual Report on Form 10-K for the year
ending December 31, 2001 and other ImageMax filings with the Securities and
Exchange Commission, and risks associated with the results of the continuing
operations of ImageMax. Accordingly, there is no assurance that the results in
the forward-looking statements will be achieved.

ImageMax was founded in November 1996 to become a leading, national
single-source provider of integrated document management solutions. The
Company's revenues are derived from a broad range of media conversion, storage
and retrieval services, the sale of proprietary, as well as third party
open-architecture software products which support digital imaging and indexing
services and the sale and service of a variety of document management equipment.

The Company's revenues consist of service revenues, which are generally
recognized as the related services are rendered, and product revenues, which are
recognized when the products are shipped to clients. Service revenues are
primarily derived from media conversion, storage and retrieval, imaging and
indexing of documents, and the service of imaging and micrographic equipment
sold. Product revenues are derived from equipment sales and software sales and
support. Cost of revenues consists principally of the costs of products sold and
wages and related benefits, supplies, facilities and equipment expenses
associated with providing the Company's services. Selling and administrative
("S&A") expenses include salaries and related benefits associated with the
Company's executive and senior management, marketing and selling activities
(principally salaries and related costs), and financial and other administrative
expenses

Critical Accounting Policies

The following discussion and disclosures included elsewhere in this filing, are
based upon the unaudited consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires the
Company to make estimates, judgments and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities at the date of the financial statements and
for the period then ended. On an on-going basis, the Company evaluates the
estimates used, including those related to the allowance for doubtful accounts,
impairments of tangible and intangible assets, income taxes, and contingencies.
The Company has based its estimates on historical experience, current conditions
and various other assumptions that the Company believes to be reasonable under
the circumstances. These estimates form the basis for making judgments about the
carrying values of assets and liabilities and are not readily apparent from
other sources. The Company uses these estimates to assist in the identification
and assessment of the accounting treatment necessary with respect to commitments
and contingencies. Actual results may differ from these estimates under
different assumptions or conditions. The Company believes the following critical
accounting policies involve more significant judgments and estimates used in the
preparation of the consolidated financial statements.

Revenue Recognition

The Company recognizes media conversion services revenue on services in process,
such as scanning projects, based on the percentage-of-completion method in
accordance with SOP 81-1. Revenue generated from software sales fall under the
guidance of SOP 97-2. Hardware and other equipment revenue is recognized FOB
shipping point.

Accounting for Acquisitions

The Company was founded in November 1996 and on December 4, 1997 completed its
initial public offering (the "Offering"). Concurrent with the Offering, the
Company began material operations with the acquisition of 14 document management
service companies and in the first eight months of 1998 acquired an additional
13 document management service companies. The purchase price of these
acquisitions was determined after due diligence of the acquired business, market
research, strategic planning, and the forecasting of expected future results and
synergies. Estimated future results and expected synergies are subject to
revisions as the Company integrates each acquisition and attempts to leverage
resources.

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<PAGE>

Each acquisition was accounted for using the purchase method of accounting in
accordance with Accounting Principles Board Opinion No. 16, "Accounting for
Business Combinations" resulting in the capitalization of the cost in excess of
fair value of the net assets acquired in each of these acquisitions as goodwill.

The Company's acquisitions have resulted in a significant accumulation of
goodwill and for acquisitions prior to July 1, 2001, the Company amortized the
related goodwill over an estimated benefit period of 30 years. There have been
no acquisitions completed after July 1, 2001 and the Company is no longer
amortizing goodwill beginning on January 1, 2002, in accordance with SFAS 142,
"Goodwill and Other Intangible Assets". The Company has preliminarily reviewed
goodwill for impairment consistent with the guidelines of SFAS 142 using a
discounted future cash flow approach. The methodology for determining impairment
under SFAS 142 is significantly different and could result in different
determinations than under SFAS 121. Pursuant to SFAS 142, the Company reviewed
its goodwill for impairment and while the Company has not determined the exact
amount of impairment under this standard, it believes the non-cash cumulative
effect charge to shareholders' equity will be in excess of approximately $7.5
million. This estimated charge will be recorded in the second quarter of 2002.

Historical Results of Operations

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

Overview. For the three months ended March 31, 2002, net income was $38,000 or
$0.01 per Basic and Diluted share compared to a net loss of $370,000 or $0.06
per Basic and Diluted share for the three months ended March 31, 2001.

Revenues. For the three months ended March 31, 2002, total revenues decreased
$2.0 million, or 16.0%, as compared to the corresponding period in 2001. This
was due to a product revenue decrease of 27.9% and a service revenue decrease of
13.6%. For the three months ended March 31, 2002, service revenue and product
revenue, respectively, comprised 85.8% and 14.2% of total revenues, as compared
to 83.5% and 16.5% in the corresponding period in 2001.

The decline in total revenue was due primarily to the Company's shift of focus
towards services, particularly digitally based conversion services, and the
de-emphasis of equipment sales and analog conversion services in the majority of
its markets. The Company believes that the migration towards digital services,
which includes the Company's Internet document repository service,
ImageMaxOnline, will result in a higher gross profit percentage, as service
revenues generally carry a higher gross profit percentage than equipment
revenues and analog conversion services.

Gross profit. For the three months ended March 31, 2002, gross profit decreased
by $0.5 million, or 10.7%, as compared to the corresponding period in 2001.
Gross profit percentage increased from 36.0% to 38.3% due to favorable revenue
mix gains due to the Company's migration to digital conversion services, along
with lower operating costs.

Selling and administrative expenses. For the three months ended March 31, 2002,
S&A expenses decreased by $0.3 million, or 8.2%, as compared to the
corresponding period in 2001. The decrease resulted from the Company's ongoing
efforts to reduce administrative costs while investing in strengthening our
sales force and more effective marketing methods.

Interest expense. For the three months ended March 31, 2002, interest expense
amounted to $0.3 million, as compared to interest expense of $0.5 million in the
corresponding period in 2001. The decrease is due to lower senior debt levels
and lower interest rates in 2002 versus 2001.

                                       10

<PAGE>

Liquidity and Capital Resources

As of March 31, 2002 and December 31, 2001, the Company had cash and cash
equivalents of $0.1 million and working capital of $0.3 million. In addition,
the Company made $0.5 million in principal payments on the Term Loan in the
quarter ended March 31, 2002. For the three months ended March 31, 2002 net cash
provided by operating activities amounted to $0.6 million; net cash used in
investing activities amounted to $0.1 million; and net cash used in financing
activities amounted to $0.5 million.

Net cash provided by operating activities primarily represents net income (loss)
before depreciation and amortization. For the three months ended March 31, 2002,
improved cash collections , liquidation of inventory and recognition of deferred
revenue were offset by reductions in accounts payable, accrued expenses, and
prepaid expense.

Net cash used in investing activities represents the Company's investments in
capital equipment and technology. For the three months ended March 31, 2002, the
Company made capital expenditures of $0.1 million, principally production
equipment, and computer hardware.

Net cash used in financing activities primarily represents the $0.5 million of
payments under the Term Loan. The funds used to repay borrowings under the Term
Loan were derived from existing cash reserves and cash provided by operations.

Credit Facility (The following disclosure is consistent with Note 5 to the
Consolidated Financial Statements)

On June 12, 2000, the Company closed on a $14.5 million senior credit facility
(the "Credit Facility") pursuant to the Credit Agreement dated June 9, 2000 (the
"Credit Agreement") with Commerce Bank, N.A. and FirsTrust Bank (together, the
"Banks"). The Credit Facility consisted of a two-year $7.0 million revolving
credit line (the "Revolving Credit Line") and a four-year $7.5 million term loan
(the "Term Loan").

Under the Revolving Credit Line, interest was payable monthly at the prime rate
plus 1.5% (effective rate of 6.25% as of March 31, 2002). The outstanding
principal amount of the Revolving Credit Line was approximately $4.2 million as
of March 31, 2002 and was due and payable at the end of the term in June 2002.
Borrowing availability was based on the level of the Company's eligible accounts
receivable, as defined in the Credit Agreement.

Under the Term Loan, interest was payable monthly at the prime rate plus 2.0%
(effective rate of 6.75% as of March 31, 2002). The outstanding principal amount
of the Term Loan was $2.23 million as of March 31, 2002 and was due and payable
in quarterly payments of $500,000 commencing September 30, 2000 until March 31,
2004. In addition, on an annual basis, the Company was required to reduce the
principal amount outstanding under the Term Loan to the extent that EBITDA (as
defined in the Credit Agreement), as adjusted, exceeded certain specified levels
set forth in the Credit Agreement and upon certain asset sales by the Company,
if any.

The Credit Facility restricted the payment of dividends and was secured by
substantially all assets of the Company and required maintenance of various
financial and restrictive covenants including minimum levels of EBITDA and net
worth. The Company also issued warrants to the Banks to purchase an additional
100,000 shares of common stock of the Company (subject to downward adjustment
under certain circumstances) at $3.50 per share. The warrants are exercisable
beginning one year from the date of issuance. The warrants expire five years
from the date of issuance. The Company also paid $242,500 in bank fees to the
Banks upon closing.

On March 30, 2001, the Company entered into an amendment to the Credit Facility
(the "Amendment") which reduced the minimum levels of EBITDA required under the
restrictive covenants. In addition, the Amendment increased the level of
payments under the Term Loan by a minimum of $1,000,000 over a 12 month period.
The increase included minimum payments of $600,000 on May 30, 2001, $150,000 on
June 30, 2001, and $150,000 on September 30, 2001, all of which were made. The
balance of $100,000 was to be split over December 31, 2001 and March 31, 2002
and was repaid.

The Company has been in technical default on its senior Credit Facility
(relating to EBITDA and net worth covenants) since September 30, 2001. In order
to remedy such default, on April 12, 2002, the Company and the Banks have
entered into a commitment letter to restructure the senior Credit Facility. The
commitment letter provides that the Company and the Banks will enter into a new
$7.48 million senior credit facility (the "New Credit Facility") with the Banks
consisting of a $5.25 million revolving credit line (the "New Revolving Credit
Line") and a $2.23 million term loan (the "New Term Loan").

Under the New Revolving Credit Line, interest will be payable monthly at prime
plus 2.0% with principal due and payable June 30, 2003. Borrowing availability
under the New Revolving Credit Line is based on the level of the Company's
eligible accounts receivable (as defined).

                                       11

<PAGE>

Under the New Term Loan, interest will be payable monthly at prime plus 2.0%
with principal due and payable in three consecutive quarterly installments of
$500,000 commencing June 30, 2002 with two additional quarterly installments of
$365,000 due on March 31, 2003 and June 30, 2003.

The New Credit Facility restricts the payment of dividends, is secured by
substantially all of the assets of the Company and requires maintenance of
various financial and restrictive covenants including a minimum level of
quarterly EBITDA of $750,000 (commencing with the second quarter of 2002), total
liabilities cannot exceed fifty percent (50%) of net worth (as defined) and no
interest payment on the subordinated convertible notes issued to the Investors
(as defined below) until February 15, 2004. The Company will also pay $60,000 in
bank fees upon closing the New Credit Facility, and an additional $58,000 will
be due 90 days after closing.

Convertible Subordinated Debt (The following disclosure is consistent with Note
6 to the Consolidated Financial Statements)

On February 15, 2000, the Company completed a $6 million financing transaction
involving the sale of convertible subordinated notes (the "Notes") and warrants
(the "Investor Warrants") to TDH III, L.P. ("TDH"), Dime Capital Partners, Inc.
and Robert E. Drury (collectively, the "Investors"). The proceeds of this
financing were used to repay $5 million under the previous credit facility, and
provide working capital for the Company. Additionally, J.B. Doherty, the
managing general partner of TDH, and Mr. Drury, joined the Company's Board of
Directors.

The Notes were due and payable upon the fourth anniversary of the date of
issuance and accrue interest at nine percent (9%) payable semi-annually. The
Company cannot voluntarily prepay the Notes. The Notes were initially
convertible into the Company's Common stock, no par value, at $3.50 per share,
which price may be adjusted downward if, under certain circumstances, the
holders thereof convert the Notes prior to February 15, 2003. The Company also
issued the Investor Warrants to the Investors to purchase an additional
1,800,000 shares of Common stock of the Company (subject to downward adjustment
under certain circumstances), no par value, at $3.50 per share. The Investor
Warrants are exercisable beginning the later of (i) one year from the date of
issuance or (ii) the conversion of the Notes into Common Stock. The Investor
Warrants expire on February 15, 2005. The estimated fair value of the Investor
Warrants of $553,000 has been recorded as an increase to shareholders' equity
and a related reduction in the carrying amount of the Notes. The Company is
amortizing the $553,000 discount over the four-year term of the Notes.

In order for the Company to enter into the commitment letter with its senior
lenders to restructure the Credit Facility, the Investors had to commit to
forego payments of interest until February 2004. As consideration for such
forbearance of interest, on April 12, 2002, the Company and the Investors
entered into a commitment letter to amend the $6 million subordinated debt
agreement. Under the terms of the commitment letter, the Investors will receive
new convertible subordinated notes (the "New Notes") that will replace the
existing Notes purchased by the Investors on February 15, 2000 and outstanding
interest of $0.27 million will be capitalized. The New Notes and accrued
interest will be due and payable on February 15, 2004. Interest will accrue at
nine percent (9%) per annum, compounded semi-annually. Up to $1.9 million of the
principal amount of the New Notes will be voluntarily convertible into the
Company's Common Stock, no par value, at a reduced price of $0.40 per share, for
approximately 4.8 million shares of Common Stock.

In the event that the Investors convert the New Notes or the Company pays all of
the outstanding balance on February 15, 2004, the commitment letter provides
that the Investor Warrants will be cancelled. If, however, the Company pays
substantially all (a minimum of seventy-five percent (75%)) of the New Notes on
February 15, 2004, the commitment letter provides that the Investor Warrants
will be cancelled and additional warrants (the "Additional Warrants") will be
issued for the purchase of 8.2 million shares, no par value, at a price equal to
the lesser of (i) $0.25 or (ii) 80% of the then current market price of the
Common Stock, which Additional Warrants will be exercisable until February 15,
2006. In the event that the Company elects to pay seventy-five percent (75%) of
the outstanding balance on February 15, 2004, the commitment letter provides
that the remainder of the outstanding balance will be due on February 15, 2005,
and the Additional Warrants cannot be voted or exercised during such year
extension; provided, however, that if the Company does not pay the remaining
outstanding balance by February 15, 2005, the Additional Warrants would become
exercisable and the voting rights are effective. In the event that the Company
receives an extension to pay the remainder of the balance until February 15,
2005, the Investors elect to convert the New Notes, and the Company pays the
remainder due on February 15, 2005, the commitment letter provides that the
Additional Warrants will be cancelled; provided, however, that if the Investors
do not convert, the Additional Warrants will be reduced so that the Investors
can purchase up to an aggregate of 2.1 shares of Common Stock, no par value,
which will be exercisable until February 15, 2006. If the Company cannot meet
the minimum payment threshold on February 15, 2004, the Investor Warrants will
be cancelled, the Additional Warrants will be exercisable and the shares of
Common Stock exercisable thereunder shall be voted by the Investors.

                                       12

<PAGE>

The Company continues to selectively invest in equipment and technology to meet
the needs of its operations and to improve its operating efficiency. The Company
may also consider selective synergistic in-market acquisitions in the future.
The Company believes that its operating cash flow together with the unused
portion of the new Revolving Credit Line will be sufficient to finance current
operating requirements for at least the next twelve months including capital
expenditures.

Accounting Pronouncements Pending Adoption

See Note 3 in the Notes to Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's major market risk exposure is to changing interest rates. The
Company has variable-rate debt representing 56.1% of its total long-term debt at
March 31, 2002. If interest rates average 25 basis points more in 2002 than they
did during 2001, the Company's interest expense would increase approximately
$18,000. Year-to-date as of May 10, 2002, the prime rate and the Company's
interest rates on variable-rate debt have not changed. The Company has limited
its interest rate risk by entering into an interest rate cap agreement. The
agreement, which matures on June 9, 2002, is for a total notional amount of
$6,000,000. In connection with this agreement the Company paid the counterparty
a premium of $29,000 on June 9, 2000, and will receive monthly an amount equal
to the product of the amount by which the Prime Rate (4.75% at March 31, 2002)
exceeds the Cap Rate (11.5%) multiplied by the notional amount. During 2002, the
Prime Rate has not exceeded the Cap Rate. Accordingly, the Company has not
received any payments under this agreement during 2002.

                                       13

<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

A.  Exhibits:

     None.

B.  Reports on Form 8-K:

     None.

                                       14

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                                   SIGNATURES

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

IMAGEMAX, INC.

BY: /S/ MARK P. GLASSMAN                                   May 15, 2002
    --------------------                                   ------------
Mark P. Glassman
Chief Executive Officer

BY: /S/ DAVID B WALLS                                      May 15, 2002
    -----------------                                      ------------
David B. Walls
Chief Financial Officer, Treasurer and Secretary

                                       15