<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q
                   Quarterly Report Under Section 13 or 15(d)
                     of The Securities Exchange Act of 1934




For Quarter ended                                 Commission file number
    April 30, 2001                                           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) 889-3630
                                                          ---------------------



                                      N/A
-------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.


         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


         Common Stock outstanding as of April 30, 2001:
           18,000,000, par value $.0001 per share.

<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                         QUARTERLY REPORT FORM 10-Q FOR
           THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 2001 AND 2000
      AND FOR THE PERIOD FROM INCEPTION (AUGUST 1, 1986) TO APRIL 30, 2001


                                TABLE OF CONTENTS


                          PART I. FINANCIAL INFORMATION


Item 1.         Condensed Financial Statements:
<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----

<S>               <C>                                                                                             <C>
                  Balance Sheet as of April 30, 2001 and July 31, 2000                                              1

                  Statement of Operations and Comprehensive Income (Loss) for
                    the Three Months and Nine Months Ended April 30, 2001 and
                    2000 and the Period from inception (August 1, 1986)
                    through April 30, 2001                                                                          2

                  Statement of Cash Flows for the Nine Months Ended April 30,
                    2001 and 2000 and the Period from inception (August 1, 1986)
                    through April 30, 2001                                                                        3 - 4

                  Notes to Financial Statements                                                                   5 - 9


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


                           PART II. OTHER INFORMATION


Signatures                                                                                                          1
</TABLE>
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             CONDENSED BALANCE SHEET

                  APRIL 30, 2001 (UNAUDITED) AND JULY 31, 2000


<TABLE>
<CAPTION>
                                     ASSETS

                                                                                       April 30,           July 31,
                                                                                         2001                2000
                                                                                   ---------------       -------------
                                                                                      (Unaudited)
<S>                                                                                <C>                   <C>
Current assets
   Cash                                                                            $       24,503        $      33,482
   Investments                                                                          1,093,363              145,592
                                                                                   --------------        -------------

                                                                                   $    1,117,866        $     179,074
                                                                                   ==============        =============


                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accrued expenses                                                                $       20,369        $      21,015

Due to officer                                                                            182,461              177,961
Deferred income tax liability                                                             177,990                -
                                                                                   --------------        -------------

                                                                                          380,820              198,976
                                                                                   --------------        -------------

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                                      (460,055)            (578,453)
   Accumulated other comprehensive income - unrealized
     gain on securities available for sale, net of income taxes                           638,550                -
                                                                                   --------------        -------------

                                                                                          737,046              (19,902)
                                                                                   --------------        -------------

                                                                                   $    1,117,866        $     179,074
                                                                                   ==============        =============
</TABLE>



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

                                       -1-

<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

        CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)



<TABLE>
<CAPTION>



                                                            Three Months Ended                      Nine Months Ended
                                                                 April 30,                              April 30,
                                                    ---------------------------------      ---------------------------------
                                                         2001                2000               2001               2000
                                                     ------------        ------------       ------------       ------------
<S>                                                  <C>                 <C>                <C>                <C>
Revenues
   Interest and dividend income                      $      2,167        $      2,475       $      8,848       $      6,932
   Licensing revenue                                          -                   -                  -                  -
                                                     ------------        ------------       ------------       ------------

           Total revenues                                   2,167               2,475              8,848              6,932
                                                     ------------        ------------       ------------       ------------

Expenses
   Salaries                                                   -                   -                  -                  -
   Automobile rental and expenses                             -                   -                  -                  -
   Professional fees                                          798               5,667             32,166             18,245
   Licensing agreement                                        -                   -                  -                  -
   Other                                                    3,337               2,958              9,243             10,532
                                                     ------------        ------------       ------------       ------------

           Total expenses                                   4,135               8,625             41,409             28,777
                                                     ------------        ------------       ------------       ------------

                                                           (1,968)             (6,150)           (32,561)           (21,845)
                                                     ------------        ------------       ------------       ------------

Losses on investment accounted for under
   the equity method                                          -                   -                  -                  -
Recovery on note receivable                                   -                   -                  -                  -
                                                     ------------        ------------       ------------       ------------

                                                              -                   -                  -                  -
                                                     ------------        ------------       ------------       ------------

           Net loss before income tax benefit              (1,968)             (6,150)           (32,561)           (21,845)

Income tax benefit                                            -                   -              150,960               -
                                                     ------------        ------------       ------------       ------------

           Net income (loss)                               (1,968)             (6,150)           118,399            (21,845)

Other comprehensive income (loss) -
   unrealized gain (loss) on marketable
   securities, net of income tax benefit (expense)
   of $30,974 and $(328,950)                              (60,126)                -              638,550                -
                                                     ------------        ------------       ------------       ------------

           Comprehensive income (loss)               $    (62,094)       $     (6,150)      $    756,949       $    (21,845)
                                                     ============        ============       ============       ============

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

Weighted average number of shares                      18,000,000          18,000,000         18,000,000         18,000,000
                                                     ============        ============       ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                                         Cumulative
                                                       August 1, 1986
                                                          (Date of
                                                        Inception) to
                                                          April 30,
                                                            2001
                                                        -------------
<S>                                                     <C>
Revenues
   Interest and dividend income                         $    234,727
   Licensing revenue                                           1,469
                                                        ------------

           Total revenues


Expenses
   Salaries                                                  312,800
   Automobile rental and expenses                             28,618
   Professional fees                                         245,156
   Licensing agreement                                        12,707
   Other                                                     221,042
                                                        ------------

           Total expenses                                    820,323
                                                        ------------

                                                            (584,127)
                                                        ------------

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

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

           Net loss before income tax benefit               (611,015)

Income tax benefit                                           150,960
                                                        ------------

           Net income (loss)                               (460,055)

Other comprehensive income (loss) -
   unrealized gain (loss) on marketable
   securities, net of income tax benefit (expense)
   of $30,974 and $(328,950)                                 638,550
                                                        ------------

           Comprehensive income (loss)                  $    178,495
                                                        ============

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

Weighted average number of shares                         17,764,749
                                                        ============
</TABLE>


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

                                       -2-
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                                                                 Cumulative
                                                                                                                  August 1,
                                                                                                                    1986
                                                                                                                  (Date of
                                                                                 Nine Months Ended               Inception)
                                                                                     April 30,                       to
                                                                          -------------------------------         April 30,
                                                                             2001                2000               2001
                                                                          -----------         -----------       ------------
<S>                                                                       <C>                 <C>                <C>
Cash flows from operating activities
   Net income (loss)                                                      $   118,399         $   (21,845)       $(  460,055)
   Adjustments to reconcile net income (loss) to net cash
     used in operating activities
       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                                                      (5,438)               -               (29,812)
         Deferred income taxes                                               (150,960)               -              (150,960)
         Deferred lease costs                                                    -                   -                (7,200)
         Accrued expenses                                                        (647)              3,244             20,368
         Due to officer                                                         4,500               4,500            182,461
         Other                                                                   -                   -                   549
                                                                          -----------         -----------        -----------

           Net cash used in operating activities                              (34,146)            (14,101)          (395,606)
                                                                          -----------         -----------        -----------
</TABLE>


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

                                   (Continued)

                                       -3-

<PAGE>



                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                        CONDENSED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                                 Cumulative
                                                                                                                  August 1,
                                                                                                                    1986
                                                                                                                  (Date of
                                                                                 Nine Months Ended               Inception)
                                                                                     April 30,                       to
                                                                          -------------------------------         April 30,
                                                                             2001                2000               2001
                                                                          -----------         -----------       ------------
<S>                                                                       <C>                 <C>                <C>
Cash flows from investing activities
   Investments and related advances                                       $    25,167         $      -           $(  220,438)
   Collection of note receivable                                                 -                   -                97,500
   Acquisition of computer equipment                                             -                   -            (   13,556)
                                                                          -----------         -----------        -----------

           Net cash provided by investing activities                           25,167                -            (  136,494)
                                                                          -----------         -----------        -----------

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                                                (8,979)            (14,101)            24,503

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

Cash, end of period                                                       $    24,503         $   188,886        $    24,503
                                                                          ===========         ===========        ===========

Supplemental cash flow disclosures
   Income taxes paid                                                      $       433         $     -0-          $     9,621
                                                                          ===========         ===========        ===========
</TABLE>



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

                                       -4-
<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 April 30, 2001, and no assurance can be given that it will
     generate operating revenues and earnings in the future.


2 - BASIS OF PRESENTATION

          The condensed financial statements have been prepared in accordance
     with generally accepted accounting principles for interim financial
     information and applicable rules and regulations of the Securities and
     Exchange Commission. They do not include all of the information and
     footnotes required by generally accepted accounting principles for complete
     financial statements. In the opinion of management, all adjustments
     (consisting primarily of normal recurring adjustments) considered necessary
     for a fair presentation have been included. The results of operations for
     the periods presented are not necessarily indicative of the results to be
     expected for the full year. The accompanying financial statements should be
     read in conjunction with the Company's audited financial statements and
     Form 10-k for the year ended July 31, 2000.


3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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.



                                   (Continued)

                                       -5-
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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 net income (loss) by the weighted average
     number of common shares outstanding for the period. During the three and
     nine months ended April 30, 2001 and 2000, basic and diluted loss per share
     was less than $.01. The Company has not issued any dilutive potential
     common stock since inception.

     Investments

          At April 30, 2001, the Company held a twelve-month U.S. Treasury bill
     with a face value 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 April 30, 2001, the Company 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 in shareholders' equity as a
     separate component of other comprehensive income. Dividend and interest
     income are recognized when earned.

     Effects of Recently Issued Accounting Pronouncements

          In September 1998, the Financial Accounting Standards Board issued
     FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
     Activities", which requires entities to recognize all derivatives in their
     financial statements as either assets or liabilities measured at fair
     value. FASB Statement No. 133 also specifies new methods of accounting for
     hedging transactions, prescribes the items and transactions that may be
     hedged and specifies detailed criteria to be met to qualify for hedge
     accounting. FASB Statement No. 133, as amended by FASB Statement No. 137
     and FASB Statement No. 138, is effective for fiscal quarters beginning
     after June 15, 2000. The Company currently does not use derivative
     instruments as defined by FASB Statement Nos. 133 and 138 and, accordingly,
     these statements have no effect on its results of operations or its
     financial position.



                                   (Continued)

                                       -6-
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Effects of Recently Issued Accounting Pronouncements (Continued)

          In December 1999, the Securities and Exchange Commission staff
     released Staff Accounting Bulletin No. 101, "Revenue Recognition in
     Financial Statements" ("SAB 101"). SAB 101 provides interpretive guidance
     on the recognition, presentation and disclosure of revenue in the financial
     statements. The Company does not believe that the adoption of SAB 101 will
     have a material effect on the Company's financial results.


4 - 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 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. Unrealized holding losses on the H Power Corp. shares,
     which are reflected in other comprehensive income, were $91,100 and $-0-
     for the three months ended April 30, 2001 and 2000, respectively. At April
     30, 2001, the H Power Corp. shares had a quoted market price of $7.7400 per
     share, for a total investment of $967,500.



                                   (Continued)

                                       -7-
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS




5 - INCOME TAXES

          At July 31, 2000, the Company has net operating loss carryforwards of
     approximately $444,000, expiring during the years 2004 to 2020, available
     to reduce future Federal taxable income. In accordance with FASB Statement
     No. 109, "Accounting for Income Taxes", the Company had 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 April 30, 2001, the Company recorded an accumulated unrealized gain
     on marketable securities of approximately $1 million, which is presented,
     net of taxes, in other comprehensive income. Consequently, the Company
     believes that the realization of deferred tax benefits was more likely than
     not and, accordingly, recorded a deferred tax asset of $150,960.

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

                                                         Three Months Ended
                                                              April 30,
                                                    --------------------------
                                                       2001              2000
                                                    ------------    ----------

          Gross deferred tax assets
            Net operating loss carryforwards        $    150,960    $  150,960

          Valuation allowance                              -          (150,960)

          Gross deferred tax liabilities
            Unrealized gain on investments               328,950             -
                                                    ------------    ----------

                                                    $    177,990    $       -0-
                                                    ============    ==========



                                   (Continued)

                                       -8-
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS



6 - 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 $1,500
     for each of the three months ended April 30, 2001 and 2000.

          At April 30, 2001 and 2000, the balance due to officer consists of
     noninterest-bearing amounts payable to the president of the Company as
     follows:

                                                2001                   2000
                                           -------------          -------------

          Officer's salary                 $     125,961          $     125,961
          Rent                                    56,500                 50,500
                                           -------------          -------------

                                           $     182,461          $     176,461
                                           =============          =============

          These liabilities have been classified as noncurrent based on the
     president's intent not to demand payment before February 1, 2002.



                                      -9-
<PAGE>

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

           Financial Condition

                   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 April 30, 2001, the H Power Corp. shares had a quoted
           market price of $7.7400 per share, for a total investment of
           $967,000. On this basis, the Company reported at April 30, 2001,
           $638,550, as accumulated other comprehensive income from unrealized
           gain on securities available for sale, net of income taxes, and
           deferred income tax liability of $177,990, comprised of gross
           deferred tax liabilities from such unrealized gain ($328,950) less
           the income tax benefit ($150,960) available from net loss
           carryforwards of approximately $444,000.

           Results of Operations

                   The Company reported a net loss of $1,968 for the three-month
           period ended April 30, 2001, compared to a net loss of $6,150 for the
           three-month period ended April 30, 2000. The Company reported net
           income of $118,399 for the nine-month period ended April 30, 2001,
           compared to a net loss of $21,845 for the nine-month period ended
           April 30, 2000. The increase is attributable primarily to an income
           tax benefit of $150,960, which results from the Company's belief that
           realization of deferred tax benefits respecting its net operating
           loss carryforward was more likely than not.



                                      -10-
<PAGE>

                              DYNAMARK CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          QUARTER ENDED APRIL 30, 2001




         SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.




DATE:                                   DYNAMARK CORPORATION



June 15, 2001                           By:  /s/ Allan Rothstein
-------------------------------            ------------------------------------
                                                  Allan Rothstein
                                                  President and Director