<PAGE>   1
                                  FORM 10-QSB

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

<TABLE>
<S>                                                         <C>                     
For quarterly period ended December 31, 1997                Commission File Number  0-21147
</TABLE>

                            IMARK TECHNOLOGIES, INC.
       (Exact name of small business issuer as specified in its charter)



         Delaware                                   87-0378128
   (State of incorporation)          (I.R.S. Employer Identification Number)


            580 Herndon Parkway, Suite 100, Herndon, Virginia 20170
             (Address of principal executive offices and zip code)


                                 (703) 925-3400
                          (Issuer's telephone Number)

      Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act 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 
                                  ---       ---

      State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.


   Common Stock, $.01 par value                    4,719,470 shares
             (Class)                      (Outstanding at February 13, 1998)


<PAGE>   2



TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page No.
                                                                                                              --------
<S>                                                                                                              <C>
PART I.         FINANCIAL INFORMATION                                                   
                                                                                        
   Item 1.      Financial Statements                                                    
                                                                                        
                Statements of Operations for the three and six months ended             
                   December 31, 1996 and 1997 and for the period from                   
                   July 1, 1993 (inception) to December 31, 1997..................................................2
                                                                                        
                Balance Sheets at June 30, 1997 and December 31, 1997.............................................3
                                                                                        
                Statements of Cash Flows for the six months ended                       
                   December 31, 1996 and 1997 and for the period from                   
                   July 1, 1993 (inception) to December 31, 1997..................................................4
                                                                                        
                Notes to Financial Statements.....................................................................5
                                                                                        
   Item 2.      Management's Discussion and Analysis of                                 
                   Financial Condition and Results of Operations..................................................5
                                                                                        
PART II.                                                                                
                                                                                        
   Item 4.      Submission of Matters to a Vote of Security Holders...............................................9
                                                                                       
                                                                                       
   Signatures   ..................................................................................................11
</TABLE> 


<PAGE>   3
                            IMARK TECHNOLOGIES, INC.

                            (Formerly CD-MAX, Inc.)
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                 PERIOD FROM  
                                                                                                                 JULY 1, 1993  
                                               THREE MONTHS ENDED                   SIX MONTHS ENDED            (INCEPTION) TO 
                                                  DECEMBER 31,                        DECEMBER 31,               DECEMBER 31, 
                                             1996              1997               1996              1997              1997 
                                       ---------------  -----------------   ----------------  ----------------  ---------------
<S>                                    <C>              <C>                 <C>               <C>               <C>                
Revenues                               $      15,000    $        32,500     $       27,504    $       38,000    $     100,898     
                                                                                                                                  
Costs and expenses:                                                                                                               
   Selling                                   119,231            217,326            213,224           340,054        1,359,685     
   General and administrative                224,126            293,817            498,323           509,316        3,702,098     
   Research and development                  262,966            352,467            483,915           655,791        2,716,747     
   Depreciation and amortization              15,846             34,335             21,121            60,651          216,885     
                                       ---------------  -----------------   ----------------  ----------------  ---------------
Total costs and expenses                     622,169            897,945          1,216,583         1,565,812        7,995,415     
                                                                                                                                  
Other income (expense):                                                                                                           
   Interest income                            64,401             28,678             90,210            56,443          253,577     
   Interest expense                           (7,287)              (174)           (37,246)             (639)        (118,279)    
                                       ---------------  -----------------   ----------------  ----------------  ---------------
                                                                                                                                  
Net loss                               $    (550,055)   $      (836,941)    $   (1,136,115)   $   (1,472,008)   $  (7,759,219)    
                                       ===============  =================   ================  ================  ===============
                                                                                                                                  
Net loss per common share              $        (.12)   $          (.18)    $         (.28)   $         (.31)      
                                       ===============  =================   ================  ================  
Net loss per common share              $        (.12)   $          (.18)    $         (.28)   $         (.31) 
  assuming dilution                                                                                          
Weighted average number of        
   common shares outstanding               4,718,270          4,719,470          4,023,769         4,718,870 
                                       ===============  =================   ================  ================  
</TABLE>


                            See accompanying notes.

                                       2

<PAGE>   4
                            IMARK TECHNOLOGIES, INC.
                             (Formerly CD-MAX, Inc.
                         (A Development Stage Company)

                                 BALANCE SHEETS


<TABLE>                                                                       
<CAPTION>                                                                     
                                                                                       JUNE 30,           DECEMBER 31, 
                                                                                         1997                1997     
                                                                                 -------------------   -----------------
<S>                                                                              <C>                   <C>               
ASSETS                                                                                                                  
Current assets:                                                                                                         
   Cash                                                                          $       1,119,242     $        86,941  
   Accounts receivable                                                                      20,250              47,000  
   Short-term investments                                                                1,803,701             908,144  
   Prepaid expenses and other current assets                                                50,295                   -  
                                                                                 -------------------   -----------------
Total current assets                                                                     2,993,488           1,042,085
                                                                                                                        
Computer equipment                                                                         368,775             626,291  
Less accumulated depreciation                                                              (84,822)           (145,473) 
                                                                                 -------------------   -----------------
                                                                                           283,953             480,818  
                                                                                                                        
Deposits                                                                                    11,829             181,220  
                                                                                 -------------------   -----------------
                                                                                                                        
Total assets                                                                     $       3,289,270     $     1,704,123
                                                                                 ===================   =================
                                                                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                    
Current liabilities:                                                                                                    
   Accounts payable                                                              $          83,989     $       141,372  
   Accrued expenses                                                                         66,898              52,576  
   Unearned royalties                                                                       17,180              17,180  
   Current portion of capital lease obligations                                             33,325              25,151  
                                                                                 -------------------   -----------------
Total current liabilities                                                                  201,392             236,279  
                                                                                                                        
Capital lease obligations, net of current portion                                           23,803              17,490  

                                                                                                                        
Stockholders' equity:                                                                                                   
   Preferred stock, $1.00 par value; 1,000,000 shares authorized; no shares                                             
         issued and outstanding                                                                  -                   -   
   Common Stock, $.01 par value; 20,000,000 shares authorized, 4,718,270                                                
         and 4,719,470 shares issued and outstanding at June 30, 1997 and                                               
         December 31, 1997, respectively                                                    47,183              47,195 
   Stock purchase loans                                                                          -            (142,073)
   Capital in excess of par value                                                        9,304,103           9,304,451  
   Deficit accumulated during the development stage                                     (6,287,211)         (7,759,219) 
                                                                                 -------------------   -----------------
Total stockholders' equity                                                               3,064,075           1,450,354  
                                                                                 -------------------   -----------------
Total liabilities and stockholders' equity                                       $       3,289,270     $     1,704,123  
                                                                                 ===================   =================
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>   5
                            IMARK TECHNOLOGIES, INC.
                            (Formerly CD-MAX, Inc.)
                         (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE> 
<CAPTION>
                                                                                                              PERIOD FROM     
                                                                                                              JULY 1, 1993    
                                                                             SIX MONTHS ENDED                (INCEPTION) TO   
                                                                               DECEMBER 31,                   DECEMBER 31,    
                                                                       1996                  1997                 1997        
                                                              -------------------    ------------------    ----------------   
<S>                                                           <C>                    <C>                     <C>              
OPERATING ACTIVITIES                                                                                                          
Net loss                                                      $      (1,136,115)     $     (1,472,008)       $ (7,759,219)    
Adjustments to reconcile net loss to net cash                                                                                 
       used in operating activities:                                                                                          
      Depreciation and amortization                                      21,121                60,651             146,929     
      Amortization of debt issuance costs                                     -                     -             139,909     
      Issuance of compensatory stock options                                  -                     -             242,452     
      Interest expense associated with warrants issued in                                                                     
         connection with the Bridge Loan Agreement                        4,167                     -              29,167     
      Interest expense associated with warrants issued in                                                                     
         connection with the Private Placement                           16,667                     -              50,000     
      Changes in operating assets and liabilities:                                                                            
         Accounts receivable                                            (49,520)              (26,750)            (47,000)    
         Prepaid expenses                                                25,263                50,295                   -     
         Deposits                                                             -              (169,391)           (181,220)    
         Debt issuance costs                                             69,954                     -            (139,909)    
         Accounts payable                                                52,907                57,383             141,372     
         Accrued expenses                                              (170,184)              (14,322)             54,659     
         Unearned royalties                                                   -                     -              17,180     
                                                              -------------------   -------------------     ---------------   
Net cash used in operating activities                                (1,165,740)            1,514,142          (7,305,680)    
                                                                                                                              
INVESTING ACTIVITIES                                                                                                          
Purchases of property and equipment                                     (70,546)             (257,516)           (467,545)    
Purchase of short-term investments                                            -                     -          (1,803,701)    
Sale of short-term investments                                                -               895,557             895,557     
                                                              -------------------   -------------------     ---------------   
Net cash (used in) provided by investing activities                     (70,546)              638,041          (1,375,689)    
                                                                                                                              
FINANCING ACTIVITIES                                                                                                          
Net proceeds from notes payable                                               -                     -           1,655,500     
Net proceeds from issuance of warrants                                        -                     -             104,455     
Principal payments on notes payable                                    (875,000)                    -          (1,000,000)    
Principal payments on notes payable to related parties                 (171,666)                    -            (180,000)    
Principal payments on capital lease obligations                         (24,676)              (14,487)           (117,561)    
Stock purchase loans                                                          -              (142,073)           (142,073)
Net cash proceeds from issuance of common stock                       6,618,106                   360           8,447,989     
                                                              -------------------   -------------------     ---------------   
Net cash provided by (used in) financing activities                   5,546,764              (156,200)          8,768,310     
                                                              -------------------   -------------------     ---------------   
                                                                                                                              
Net increase (decrease) in cash                                       4,310,478            (1,032,301)             86,941     
Cash at beginning of period                                             296,012             1,119,242                  -      
                                                              -------------------   -------------------     ---------------   
Cash at end of period                                         $       4,606,490      $         86,941        $     86,941     
                                                              ===================   ===================     ===============   
</TABLE>

                            See accompanying notes.

                                       4

<PAGE>   6
1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, we do not include all of the information and
footnotes required by generally accepted accounting principles (consisting of
normal recurring accruals) considered necessary for a fair presentation.
Operating results for the three and six month periods ended December 31, 1997
are not necessarily indicative of the results that may be expected for the year
ended June 30, 1998. For further information, refer to the financial statements
and footnotes thereto included in the Company's 10-KSB for the year ended June
30, 1997, on file with the Securities and Exchange Commission.

         On December 30, 1997, the shareholders of the Company approved to
change the name of the Company from CD-MAX, Inc. to Imark Technologies, Inc.

RECENT PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 130 ("SFAS No. 130"), "Reporting
Comprehensive Income," which is required to be adopted for the Company's June
30, 1999 financial statements. The Statement establishes new rules for the
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. Comprehensive income is the total of
net income and all other nonowner changes in equity. The impact of SFAS No. 130
on the June 30, 1999 financial statements is not expected to be material.

         In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 131 ("SFAS No. 131"),
"Disclosures about Segments of an Enterprise and Related Information," which
is required to be adopted for the Company's June 30, 1999 financial
statements.  SFAS No. 131 requires an enterprise to report certain additional
financial and descriptive  information about its reportable operating
segments.  The impact of SFAS No. 131 on the June 30, 1999 financial statements
is not expected to be material.

EARNINGS PER SHARE

         In 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 ("Statement 128"), "Earnings per
Share." Statement 128 replaced the previously reported primary and fully
diluted earnings (loss) per share with basic and diluted earnings (loss) per
share.  Unlike primary earnings (loss) per share, basic earnings (loss) per
share excludes any dilutive effects of options, warrants and convertible
securities.  Diluted loss per share is very similar to the previously reported
fully diluted loss per share. All loss per share amounts for all periods have
been presented, and where necessary, restated to conform to the Statement 128
requirements.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

         This Report contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties and represent
management's judgment as of the date of this Form 10-QSB. The Company's actual
results could differ significantly from the results discussed in the
forward-looking statements. Factors that



                                      5
<PAGE>   7
could cause or contribute to such differences include those discussed under the
caption "Risk Factors" in the Company's Prospectus, dated August 16, 1996,
issued in conjunction with the Company's registration statement on Form SB-2,
on file with the Securities and Exchange Commission. The Company disclaims any
intent or obligation to update these forward-looking statements

OVERVIEW

         The Company is a development stage company engaged in the
development and marketing of e-commerce services. The Company commenced
operations in July 1993. Prior thereto, the principals of the Company were
involved in the development of the Company's technology, development of the
business plan and arrangement for the initial capitalization of the Company.
The Company offers electronic commerce services to information publishers who
want to quickly and easily sell their content on the Internet or CD-ROM.
Commerce services include NET-MAX for Internet web-based content, NET-MAX+ for
server push or Internet web-based content, and CD-MAX for CD-ROM based content.
The Company's services provide proprietary capabilities surrounding the access,
distribution and payment of electronic content and give information publishers
the ability to establish subscription, debit/pay-down accounts, or pay-per-use
pricing. A rapid implementation model presents publishers with a way to quickly
begin generating revenue while minimizing initial investment and risk.

         From July 1, 1993 (inception) through December 31, 1997, the
Company recognized revenues from operations of $100,898 and as of December 31,
1997 had an accumulated deficit of $7,759,219. The Company has continued to
operate at a loss since inception and expects to incur significant additional
operating losses until the Company generates significant revenues from
operations which are sufficient to cover its monthly operating expenses.

         The Company has entered into agreements with nine information
publishers pursuant to which it will receive software customization,
transaction and licensing fees (which represent a percentage of the revenue
billed by the Company on behalf of the publisher), provided that the publishers
are successful in marketing their information. The first commercial use of the
CD-MAX system began in August 1995, and to date, a total of $68,398 in revenues
have been generated from all uses of the system. The first commercial use of
the NET-MAX system was in September 1997 and to date $32,500 in revenues have
been generated by the Company.

         The Year 2000 issue is the result of computer programs being
written using two digits rather than four to define the applicable year. Any
computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.

         Based on a recent assessment, the Company determined that its
computer systems, including its NET-MAX, NET-MAX+, and CD-MAX commerce
services, will function properly with respect to dates in the year 2000 and
thereafter.  The Company has initiated formal communications with its
significant suppliers and customers to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure to
remediate their own Year 2000 issues. However, there can be no guarantee that
the systems of other companies on which the Company's systems rely will be
timely converted and would not have an adverse effect on the Company's systems
The Company has determined it has no exposure to contingencies related to the
Year 2000 issue for the products it has sold.


                                      6
<PAGE>   8
RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED WITH THREE MONTHS ENDED DECEMBER
31, 1996

REVENUES

         For the three months ended December 31, 1997, the Company recognized 
revenues of $32,500 as license fee income pursuant to its agreements with
publishers. For the three months ending December 31, 1996, the Company
recognized revenues of $15,000 from license fees pursuant to its agreements with
publishers. These revenues consisted primarily of software development and
licensing fees.


OPERATING EXPENSES

         The Company's operating expenses were $897,945 for the three months
ended December 31, 1997, compared to $622,169 for the three months ended
December 31, 1996. This increase of $275,776 or 44% was attributable primarily
to the following factors:

         Sales and Marketing. Selling expenses were $217,326 for the three
months ended December 31, 1997, compared to $119,231 for the three months ended
December 31, 1996. This increase of $98,095 or 82% was attributable primarily
to increased expenses for three additional marketing professionals and
increased advertising and consulting costs.

         General and Administrative. General and administrative expenses
were $293,817 for the three months ended December 31, 1997, compared to
$224,126 for the three months ended December 31, 1996. This increase of $69,691
or 31% was primarily due to an increase in administrative travel expenses.

         Research and Development. Research and development expenses were
$352,467 for the three months ended December 31, 1997, compared to $262,966 for
the three months ended December 31, 1996. This increase of $89,501 or 34% was
primarily attributed to a $55,780 increase in consultant fees and a $42,926
increase in rent. The Company moved to its new offices in November and
continued to pay rent for the old offices until December, 1997.

         Due to the above, the Company had a net loss of $836,941 for the
three months ended December 31, 1997, compared to a net loss of $550,055 for
the three months ended December 31, 1996.

SIX MONTHS ENDED DECEMBER 31, 1997 COMPARED WITH SIX MONTHS ENDED DECEMBER 31,
1996

REVENUES

         For the six months ended December 31, 1997, the Company recognized
revenues of $38,000 as license fee income pursuant to its agreements with
publishers. For the six months ending December 31, 1996, the Company


                                      7
<PAGE>   9
recognized revenues of $27,504 from license fees pursuant to its agreements
with publishers.  These revenues consisted primarily of software development
and licensing fees.

OPERATING EXPENSES

         The Company's operating expenses were $1,565,812 for the six months
ended December 31, 1997, compared to $1,216,583 for the six months ended
December 31, 1996. This increase of $349,229 or 29% was attributable primarily
to the following factors:

         Sales and Marketing. Selling expenses were $340,054 for the six
months ended December 31, 1997, compared to $213,224 for the six months ended
December 31, 1996. This increase of $126,830 or 59% was attributable primarily
to increased expenses for three additional marketing professionals and
increased advertising and consulting costs.

         General and Administrative. General and administrative expenses
were $509,316 for the six months ended December 31, 1997, compared to $498,323
for the six months ended December 31, 1996. This increase of $10,993 or 2% was
attributed to a $71,924 increase in travel costs which were offset by a $69,955
decrease in debt issuance costs.

         Research and Development. Research and development expenses were
$655,791 for the six months ended December 31, 1997, compared to $483,915 for
the six months ended December 31, 1996. This increase of $171,876 or 36% was
primarily attributed to a $48,794 increase in salaries, a $83,966 increase in
consultants, and a $54,455 increase in rent.

         Due to the above, the Company had a net loss of $1,472,008 for the
six months ended December 31, 1997, compared to a net loss of $1,136,115 for
the three months ended December 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

                The Company is in the process of raising additional
funds during the first quarter of 1998. There is no certainty that the Company
will be able to raise such funds. Should the Company be unable to raise the
additional Capital, the Company must significantly reduce its operating expense
and/or redeem its redeemable warrants.

         The Company is currently spending approximately $290,000 per
month and, as of December 31, 1997, had cash, cash equivalents and
short-term investments of approximately $995,000.

      The Company has financed its operations primarily through funds obtained 
from the sale of Common Stock. On August 16, 1996 the Company completed a
Public Offering of 1,322,500 Units, each unit consisting of two shares of Common
Stock and one Redeemable Warrant. The gross proceeds to the Company were
approximately $8.1 million; as of December 31, 1997, $1,454,726 of the total
offering proceeds were used to pay off private placement notes payable and
related party notes payable and related offering expenses. The net proceeds from
this offering are being used to support continuing operations and research and
development. As of December 31, 1997 an additional $1,800,000 of the net
proceeds have been used to purchase short-term certificates of deposit.



                                      8
<PAGE>   10

         The Company has experienced net losses from operations since its
inception and at December 31, 1997 had an accumulated deficit of $7,759,219. At
December 31, 1997 the Company's primary liabilities are trade payables of
$141,372 and accrued expenses of $52,576 for employee fringe benefits.

         The Company has no material commitments other than its facility,
equipment leases, and employment agreements with three of its senior executives
which call for annual salaries of approximately $64,000 to $89,500 per year per
individual.

CERTAIN BUSINESS RISKS

         The Company expects that its existing funds, interest income, and
committed license fees and research payments from existing collaboration
agreements will be sufficient to fund the Company's operations for at least 
the next quarterly period. The Company's future capital requirements and the
adequacy of its available funds will depend on many factors, including progress
in its research and development programs, the magnitude of those programs, the
ability of the Company to establish collaborative and licensing arrangements,
the cost involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims and competing technological and market developments. The Company
is currently seeking to raise additional equity capital.

         There can be no assurance that the Company's services will be
accepted by the marketplace in a successful and timely manner; that the Company
will achieve positive cashflow to fund its operations prior to exhausting its
capital resources; or that the Company will be able to raise additional
capital.

         A description of these and other risks relating to the Company's
business is set forth under the caption "Risk Factors" in the Company's
Prospectus, dated August 16, 1996, issued in conjunction with the Company's
registration statement on Form SB-2, on file with the Securities and Exchange
Commission.

II.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company held its annual meeting of shareholders on December 30,
1997. At the meeting, the shareholders of the Company (i) elected each of the
persons listed below to serve as director of the Company until the 1998 annual
meeting of shareholders or until his successor is elected, (ii) approved the
amendment of the articles of Incorporation of the Company to increase the
number of authorized shares of common stock from 10 million to 20 million
shares, par value $.01 per share, (iii) approved the amendment of the Articles
of Incorporation to change the name of the Company to "Imark Technologies,
Inc.", (iv) approved the reservation of an additional 500,000 shares of common
stock for issuance under the 1993 Stock Incentive Plan and (v) approved the
selection of Ernst & Young LLP as independent auditors of the Company for the
fiscal year ending June 30, 1998.

The Company had 4,719,470 shares of Common Stock outstanding as of November 24,
1997, the record date for the annual meeting. At the annual meeting, holders of
a total of 4,234,527 shares were present or represented by proxy. The following
sets forth the information regarding the results of the voting at the annual
meeting:


                                      9
<PAGE>   11
(i)         Election of Directors

<TABLE>
<CAPTION>
            1.  Election of Directors        For          Withheld 
                <S>                          <C>          <C>      
                Philip J. Gross              4,223,586    10,941   
                Weldon P. Rackley            4,223,586    10,941   
                                                                   
                Steven P. Schnipper          4,221,480    13,047   
                John D. Wiedemer             4,223,466    11,061   
                Robert A. Wiedemer           4,223,166    11,361   
</TABLE>

(ii)        Amendment of Articles re: increase in the number of shares

<TABLE>
            <S>                      <C>      
            Votes in favor:          3,921,268
            Votes against:              88,451
            Abstentions:               224,808
</TABLE>

(iii)       Amendment of Articles to change the name

<TABLE>
            <S>                      <C>  
            Votes in favor:          4,219,747
            Votes against:               5,745
            Abstentions:                 9,035
</TABLE>

(iv)        Reserve of shares for 1993 Stock Option Plan

<TABLE>
            <S>                       <C>  
            Votes in favor:           4,219,747
            Votes against:                5,745
            Abstentions:                  9,035
</TABLE>

(v)         Selection of Audit Firm

<TABLE>
            <S>                       <C>  
            Votes in favor:           4,218,586
            Votes against:                7,138
            Abstentions:                  8,803
</TABLE>




                                      10
<PAGE>   12
                                   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.

                                                 Imark Technologies, Inc.
                                      ------------------------------------------
                               
                                                       (Registrant)


Date: February 13, 1998                          /s/  ROBERT A. WIEDEMER
                                      ------------------------------------------
                                                    Robert A. Wiedemer
                                            President, Chief Executive Officer,
                                                   and Chairman of Board       
                                               (Principal Executive Officer)
                               

Date: February 13, 1998                          /s/  PHILIP J. GROSS
                                      ------------------------------------------
                                                    Philip J. Gross,
                                       Secretary, Treasurer,Sr. Vice President-
                                         Chief Financial Officer, and Director
                                            (Principal Accounting Officer)



                                      11