SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM 10-K
                               ------------------

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2002
                               ------------------

                           Commission File No. 1-10927

                                  SIMTROL, INC.

                             A Delaware Corporation
                  (IRS Employer Identification No. 84-1104448)
                         2200 Norcross Parkway Suite 255
                             Norcross, Georgia 30071
                                 (770) 242-7566

                 Securities Registered Pursuant to Section 12(b)
                     of the Securities Exchange Act of 1934:

                                      None

                 Securities Registered Pursuant to Section 12(g)
                     of the Securities Exchange Act of 1934:

                     Common Stock, $.001 par value per share
                     ---------------------------------------

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No[X]

The aggregate market value of the shares of common stock held by non-affiliates
of the registrant was approximately $4,004,000, based on the closing price of
the registrant's common stock as quoted on the Over The Counter Bulletin Board
on May 31, 2003. For the purposes of this response, officers, directors and
holders of 5% or more of the registrant's common stock are considered to be
affiliates of the registrant at that date.

The number of shares outstanding of the registrant's common stock as of May 31,
2003: 21,371,202 shares of $.001 par value common stock.



<PAGE>






                                     PART I

                           FORWARD-LOOKING STATEMENTS

     This report contains forward-looking statements within the meaning of the
federal securities laws. Forward-looking statements are those that express
management's views of future events, developments, and trends. In some cases,
these statements may be identified by terminology such as "may," "will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms and other
comparable expressions. Forward-looking statements include statements regarding
our anticipated or projected operating performance, financial results,
liquidity, and capital resources. These statements are based on management's
beliefs, assumptions, and expectations, which in turn are based on the
information currently available to management. Information contained in these
forward-looking statements is inherently uncertain, and our actual operating
performance, financial results, liquidity, and capital resources may differ
materially due to a number of factors, most of which are beyond our ability to
predict or control. Factors that may cause or contribute to such differences
include, but are not limited to, Simtrol's ability to compete successfully in
its industry and to continue to develop products for new and rapidly changing
markets. We also direct your attention to the risk factors affecting our
business that are discussed elsewhere in Item 7. Simtrol disclaims any
obligation to update any of the forward-looking statements contained in this
report to reflect any future events or developments. The following discussions
should be read in conjunction with our consolidated financial statements and the
notes included thereto in Item 8.

ITEM 1.  BUSINESS.

General

Simtrol, Inc., ("Simtrol" or "the Company") an Atlanta-based holding company,
was incorporated under the laws of Delaware on September 19, 1988 as Fi-Tek III,
Inc. to raise capital and to seek out business opportunities in which to acquire
an interest. On August 21, 1990, we acquired 89.01% of the total common stock
and common stock equivalents then issued and outstanding of Videoconferencing
Systems, Inc., a Delaware corporation. Videoconferencing Systems was founded in
1985 through the acquisition of a portion of the assets of a Sprint Corporation
videoconferencing subsidiary. In December 1990, the name was changed from Fi-Tek
III, Inc. to VSI Enterprises, Inc. During the first half of 1991, we acquired
the remaining additional outstanding shares of common stock of Videoconferencing
Systems. In September 2001 the name was changed from VSI Enterprises, Inc. to
Simtrol, Inc.


We are a software technology company specializing in Audiovisual (AV) control.
Previously, we primarily designed, manufactured, marketed and supported
software-based command and control systems, including videoconferencing control
systems. We still provide maintenance support for certain of these systems. We
also conducted business under VSI Network Solutions, Inc., a majority owned
subsidiary, doing business as Eastern Telecom, which was engaged in the business
of marketing and selling telecommunications services and products. On February
18, 2000, we entered into a definitive agreement to sell Eastern Telecom, which
was completed on May 18, 2000.


Our principal executive offices and manufacturing facilities are located at 2200
Norcross Parkway, Suite 255, Norcross, Georgia 30071, and our telephone number
is (770) 242-7566.

Recent Developments

During 2002, we continued our previously announced plan to restructure our
company around the sales of the company's ONGOER PC-based control software. The
product was originally available for sale in April 2001 and represented a
departure for the company from its previous business of selling, installing, and
servicing its Omega videoconferencing control systems. The company no longer
sells videoconferencing systems directly, however, the company still maintains
service contracts with certain videoconferencing customers.

Due to the discontinuance of the company's older Omega product line of
videoconferencing systems and the slower than anticipated increase in sales of
ONGOER, in June 2002 we reduced our headcount by approximately 50% in


                                       2
<PAGE>

order to conserve resources and focus our sales and development efforts
with select audiovisual integrators and on software licensing opportunities in
order to reduce our cash used from operations. The company also moved to
significantly smaller office space in September 2002 to reduce overhead
expenses.

These changes were necessary because during the year following the launch of
ONGOER 1.0, we learned that integrators would have to change the way they sell,
design, program, invoice, install, and support control system solutions should
they wish to use the PC-based ONGOER product. Despite obvious benefits to moving
to a PC-based solution, a complete overhaul of internal operations was simply
not a choice integrators were willing to make during an uncertain economic
climate.

Despite reduced headcount and major reduction in expenses, the company retained
its top software talent and focused on adding important software features to
enhance the product. During the second half of 2002, success on two important
fronts took place. First, the company announced its first licensing agreement
with Polycom, the world's largest videoconferencing company. Under its agreement
with Polycom, the company licenses certain ONGOER code for use in Polycom's
PC-based iPower videoconferencing platform. This software provides Polycom's
customers with control capabilities for three serial devices - a VCR, projector
and document camera. This partnership with Polycom has provided credibility to
the company's software through a proven market leader and has provided for
increased exposure to AV integrators interested in exploring PC-based solutions.

Second, the company has established a strong partnership with Telaid, a
Connecticut-based systems integration and service firm. Together, Telaid and
Simtrol have successfully deployed sixteen ONGOER units at Morgan Stanley. The
Morgan Stanley account was instrumental in shaping the company's second software
product - OnGuard monitoring software. Success at Polycom and Telaid has
provided the company with increased visibility in the AV integration community,
strong reference accounts and valuable feedback on additional software features
that will further enhance the ONGOER and OnGuard products.

The company issued additional convertible notes and private common stock during
the year to fund its operations, however, the company continues to use
significant cash in operations and requires additional debt or equity financing.
This additional financing could be in the form of the sale of assets, debt,
equity, or a combination of these financing methods. The amount of such funding
that may be required will depend primarily on how quickly sales of our ONGOER
product take place and to what extent we are able to work out our overdue
accounts payables with our various vendors. There can be no assurance that we
will be able to obtain such financing if and when needed, or that if obtained,
such financing will be sufficient or on terms and conditions acceptable to us.
If we are unable to obtain this additional funding, our business, financial
condition and results of operations would be adversely affected.


As of December 31, 2002, we had cash and cash equivalents of $1,307. We do not
have sufficient funds for the next 12 months and have relied on periodic
investments in the form of common stock and convertible debt by certain of our
existing shareholders since the fourth quarter of 2001. We currently require
substantial amounts of capital to fund current operations and for the payment of
past due obligations including payroll and other operating expenses and the
continued development and deployment of our Ongoer product line. Our inability
to pay our audit fees on a timely basis resulted in the delay of the audit's
completion for 2002. Due to recurring losses from operations, an accumulated
deficit, negative working capital and our inability to date to obtain sufficient
financing to support current and anticipated levels of operations, our
independent public accountant's audit opinion states that these matters have
raised substantial doubt about our ability to continue as a going concern at
December 31, 2002 and 2001.


Products

Audio Visual Control and Monitoring Software

Our core business is the design, production, and sale of device control software
named ONGOER(TM) and monitoring software named OnGuard. Together, these software
products allow a PC to manage, control and monitor a wide variety of devices.

ONGOER(TM) allows end users to operate, as a single system, a broad range of
electronic equipment such as projectors, VCRs, computers, sound systems,
lighting and temperature controls and other audio and video devices in a variety
of settings. This is a significant departure from the products currently
available on the A/V control systems market in that it is a software-based
system that can be installed to run on readily available third-party hardware
such as PCs. Major competitors' A/V control systems are based on proprietary
hardware components employing code written in


                                       3
<PAGE>

proprietary scripting languages. In order to grow sales and to reach and
maintain profitability, management believes that we can better leverage our
technological and service competencies by marketing and selling ONGOER(TM)
through third-party resellers and system integrators specializing in the sale,
installation, support and service of A/V equipment, by licensing our software to
third parties in the audiovisual market, and by entering new markets for control
system technology.

ONGOER(TM) can be operated from any PC running Windows(R) 2000 or Windows(R) XP.
All interfaces, cables and cards and the hardware controller itself can be
purchased on the open market. With its unique open architecture, this software
delivers real-time control to audiovisual-system management. ONGOER's
software-based technology allows integrators to change configurations with ease
and any device that can connect to a PC can be controlled with ONGOER(TM).

We have developed OnROAD, ONGOER's remote operations, administration and
diagnostics utility, to facilitate detection and correction of system problems
from any remote location. Integrators will no longer have to travel to
customers' locations to fix minor problems. OnROAD allows integrators to
diagnose and repair the vast majority of system conflicts remotely. We provide
OnROAD as an integral part of the base software package and no additional
hardware or software is needed to perform these functions.

The PC controller is the heart of the ONGOER(TM) control system. The flexibility
of ONGOER(TM) lets integrators choose the controller: anything from a single-box
chassis to a multiprocessor server. There is no need to have an additional PC or
proprietary hardware controller because the PC can handle all of an AV system's
computing needs, as well as any additional software required for presentations
and other applications.

ONGOER(TM) not only makes the PC a control platform for numerous third-party
audiovisual devices, but its broad range of connection methods extends the
flexibility further. One may choose among numerous devices and connect via a
number of different methods.

End-users normally have contact with ONGOER only through the user interface.
ONGOER(TM) provides a great deal of flexibility in creating methods for human
interaction with the system. Because it relies on third-party hardware,
integrators can choose to incorporate a wide range of devices as user interfaces
such as inexpensive VGA monitors, sophisticated touch screens, personal digital
assistants like Palm Pilots, IPaqs, Visors, and even cellular phones. Graphical
user interfaces can be quickly and easily created with Microsoft(R) Visual
Basic. We also provide our OnLooker product as an integral part of the base
software package. OnLooker includes a library of artwork and customized ActiveX
controls to allow integrators to expedite the user interface development
process.

OnGuard is server-based management and monitoring software. The OnGuard Server
connects via standard TCP/IP networking to a set of ONGOER controllers to
monitor and control devices at remote locations.

OnGuard displays information about device health and status via a standard,
web-based browser interface. Technicians can log in from any place at any time
using standard web browsers to view the entire device control network at a
glance.

Proprietary Technology

Audio Visual Control Systems

ONGOER(TM) is PC-based general-purpose control software running as a system
service on a Windows 2000 or XP platform. ONGOER is capable of controlling any
equipment using a variety of interfaces, including serial, infrared, contact
closure, and others. PCI and AGP cards and Ethernet or USB interfaces may be
utilized to create connectivity to external equipment. Commodity, off-the-shelf
PC hardware is leveraged to create high quality, affordable solutions.
Custom user interfaces may be quickly generated in Visual Basic to assume any
form or function desired. Static or semi-static user interfaces may be
pre-packaged in kit form for mass consumption. Drag and drop "Wizard"
configuration software will be written to make custom user interface creation
accessible to novice programmers.

ONGOER uses a protocol called GoTalk over TCP/IP for command and control
signaling. Technicians can connect to machines and use web-based remote
diagnostics software called OnROAD to solve problems remotely. User


                                       4
<PAGE>

interfaces can be distributed via standard, familiar PC networking hardware
and software. Powerful monitoring software uses the TCP/IP infrastructure and
GoTalk to offer remote monitoring and management capability.

We regard our ONGOER(TM) software as proprietary and have implemented protective
measures of both a legal (copyright) and practical nature. We derive
considerable practical protection by supplying and licensing only a
non-modifiable run-time version to our customers and keeping confidential all
versions that can be modified. By licensing the software rather than
transferring title, we in most cases have been able to incorporate restrictions
in the licensing agreements, which impose limitations on the disclosure and
transferability of the software. No determination has been made as to the legal
or practical enforceability of these restrictions, or the extent of customer
liability for violations.

Product Development Strategies

We believe that the AV world is converging with the information technology (IT)
world where all devices will have to interconnect. Like PC's and servers, we
believe IT departments will demand AV products (projectors, audio processors,
video codecs, video switchers, cameras, electronic whiteboards, etc.) be
accessible "nodes" on a corporate network, where they can be controlled, managed
and monitored from centralized and/or remote locations. ONGOER and OnGuard
install on PC's and servers and support a product architecture that allows any
device connected to them to be accessible on an IP network.

Two major efforts are underway to increase the value of the ONGOER and OnGuard
software products. The first effort involves an advanced configuration wizard
(dubbed "CWIZ") that will allow integrators to rapidly build user interfaces for
use in ONGOER and OnGuard solution deployments. Currently, user interfaces for
ONGOER and OnGuard solutions are developed using Microsoft's Visual Basic
programming language. While the company will continue to support this
environment, CWIZ is a simple utility that does not require programming
knowledge of Visual Basic. Release 1.0 of CWIZ is scheduled for June 2003. A
formal product name will be announced upon release of 1.0 version software.

The second effort involves the anticipated June 2003 release of a server version
of OnGuard. The current OnGuard product was developed as an application and did
not support a server-based architecture. The engineering plan for the new
OnGuard server product features web client java applet technology in addition to
IP data collection, data forwarding, and configuration components.

Once established in the A/V control systems market, we envision developing
additional applications for other control system markets, including process
control applications in manufacturing environments and the burgeoning home
entertainment market.


Markets

Audio Visual Control Systems

Marketing and selling ONGOER(TM) successfully requires partnerships with
integrators and product companies alike. A sample of some of our partners that
support our technology as potential solutions to their clients:

        IBM Global Services - the largest systems integration firm in the world
        according to the VARBusiness 500.

        Telaid - a national A/V integrator
        ------

        Glovicom - a Belgium-based integrator and technology company
        --------

        Polycom  - the world's largest videoconferencing company
        --------

        SMART Technologies - the market leader in electronic whiteboard products
        ------------------


                                       5
<PAGE>

End user customers of our technology include Fortune 1000 companies, agencies of
state, local and federal governments, and health care facilities. They include
Morgan Stanley, Bank of America, Boeing, Lockheed Martin, Duracell, BellSouth,
and Johnson & Johnson.

Competition

Audio Visual Control Systems

Within the A/V control system market, we primarily compete with two companies,
both of which have significantly greater resources and market share. Both
companies offer control solutions based on proprietary hardware and software. We
offer control solutions utilizing open PC technology.

Our two major competitors in the A/V control systems market are AMX and
Crestron, who combined currently have close to 100% of the sales in this market.

AMX, headquartered in Richardson, Texas, was established in 1982. This publicly
traded company employs about 400 people, with dealers and distributors in 40
countries. AMX has a strong foothold in Fortune 500 companies. Typical AMX
applications include control of devices in corporate boardrooms, meeting
facilities, professional sporting arenas, museums, hospital operating rooms,
transportation systems, and schools.

Headquartered in Rockleigh, New Jersey, Crestron designs and manufactures
control and automation systems for corporate, industrial, educational, and
residential markets.

Both Crestron and AMX offer hardware-based control systems, the cores of which
are proprietary controllers fitted with proprietary cards and connectors
manufactured by or for them, and running proprietary operating systems. These
proprietary controllers communicate with controlled devices by means of code
written in proprietary languages (each company has developed their own).
Integrators who re-sell systems from each of these companies must send their
technical personnel to training courses offered by the companies themselves and
by several independent organizations.

Because ONGOER(TM) is a software-based control system designed to run on
commodity hardware, we believe we have several advantages over AMX and Crestron.
The PC industry is a vast marketplace with enormous economies of scale. Computer
hardware including touch screens, wireless Smart Displays, and serial ports are
extremely powerful and inexpensive. Innovative and wireless network-enabled
devices are regularly introduced into the mass PC market. There are advantages
for end customers in familiarity and cost compared to proprietary,
hardware-based control systems.

Many end customers also strive for a unified collaboration/control solution,
such as the combination of Polycom iPower and Simtrol ONGOER, or the combination
of a SMART Display and Simtrol ONGOER. When the PC is already part of an A/V
room, there are even more compelling cost advantages to adding ONGOER software
to the existing PC and existing display.

End customers are also demanding a new breed of proactively monitored control
solutions. Traditional control systems companies are reacting by introducing
PC-like services and interfaces to PCs and innovative PC wireless Smart
Displays. These PC-like services cannot compete in terms of price and
performance with the much larger PC marketplace.

Traditional control systems position themselves to be the central technology and
view the PC as an "important device." Simtrol believes the PC to be the central
technology and view traditional hardware control boxes as a declining
technology.

Research And Development


Our product engineering, including costs associated with design and
configuration of fully developed Simtrol systems for particular customer
applications is accounted for in our financial statements as research and
development expenses. During the year ended December 31, 2002 our expenditures
for research and development of new products or new components for our ONGOER
product totaled $428,810, a decrease of 53% from the total expenditures of
$919,946 in 2001, which included $122,875 of costs capitalized related to the
development of ONGOER during that year prior to



                                       6
<PAGE>

the first shipment of the product in April 2001. During the current fiscal
year, we decreased our research and development expenses due principally to
business conditions.


Employees

As of May 31, 2003, we employed 8 persons full time, including two executive
officers. Of the full-time employees who were not executive officers, four were
engaged in research and development, one in service, and one in information
systems. Employee relations are considered good and we have no collective
bargaining contracts covering any of our employees.

Executive Officers

The executive officers of the Company are as follows:

Name                      Age              Position Held

Richard W. Egan           38               Chief Executive Officer
Stephen N. Samp           38               Chief Financial Officer and Secretary

         Executive officers are chosen by and serve at the discretion of our
Board of Directors. Executive officers will devote their full time to our
business and affairs.

         Richard W. Egan. Mr. Egan has served as a director and our Chief
Executive Officer since May 18, 2000. Mr. Egan joined us in June 1995 and served
as National Account Manager until July 1996 when he took over the position of
Regional Sales Director. From February 1998 to June 1999, he served as Executive
Vice President of Sales. In June 1999, he was appointed President of Simtrol,
Inc. Mr. Egan is a graduate of the Georgia Institute of Technology with a degree
in industrial and systems engineering.

         Stephen N. Samp. Mr. Samp joined us in April 2002 as Chief Financial
Officer and Secretary. From February 2001 until March 2002 he served as an
independent financial consultant. From March 1998 to February 2001 he served as
Vice President, Chief Financial Officer and Secretary of eOn Communications
(NASDAQ:EONC), a provider of unified voice, e-mail, and Web-based communications
systems and software. From June 1995 to February 1998, he served as Vice
President, Corporate Controller and Chief Accounting Officer of Guardsmark,
Inc., a private security services firm. Mr. Samp received an M.B.A. from The
Wharton School of the University of Pennsylvania and a B.S. from The Ohio State
University.

ITEM 2.  PROPERTIES.

We maintain our executive and sales offices, as well as our production
facilities, in 6,400 square feet of leased office and warehouse space in
Norcross, Georgia, under a three-year lease, which expires in August 2005. We
moved to this facility from our former facility in Norcross, Georgia in
September 2002.

ITEM 3.  LEGAL PROCEEDINGS.

In November 2000 we were named as a defendant in a lawsuit filed by the
bankruptcy trustee of VSI Network Services, Inc., a subsidiary of ours that
filed for Chapter 7 bankruptcy in 1999. This lawsuit, filed in the Northern
District of Georgia, Atlanta Division was for an accounting and to seek recovery
of alleged preferential transfers of funds. The lawsuit was seeking to recover
approximately $740,000 in alleged preference payments from us. On September 24,
2001, this lawsuit was settled by agreeing to pay $32,000 to the bankruptcy
trustee. This action has been dismissed and we completed payments to the trustee
in 2002.

We are involved in various claims and legal actions arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of
these matters will not have a material adverse effect our position or results of
operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


                                       7
<PAGE>

None.



                                       8
<PAGE>




                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common stock is traded on the Pink Sheets under the symbol "SMOL.PK"
effective May 23, 2003. Our common stock had previously been traded on the OTC
Bulletin Board under the symbol "SMOL" and prior to that under the symbol "VSIN"
until September 30, 2001 at which time we changed our name to Simtrol, Inc.
Previous to this our common stock had been traded on the Boston Stock Exchange
under the symbol "VSI" from November 1991 until February 18, 1998, when we
voluntarily delisted from the exchange. The common stock was quoted on the
Nasdaq SmallCap Market from February 28, 1992 through September 22, 1999.

The following table sets forth the quarterly high and low bid quotations per
share of common stock on the OTC Bulletin Board as reported for the periods
indicated. These prices also represent inter-dealer quotations without retail
mark-ups, markdowns, or commissions and may not necessarily represent actual
transactions.
<TABLE>
<CAPTION>


                                                                        HIGH              LOW
                                                                    --------------    -------------
             FISCAL YEAR ENDED DECEMBER 31, 2001
<S>                                                                    <C>              <C>
             First Quarter                                             $ 4.50           $  0.94
             Second Quarter                                              2.10              1.02
             Third Quarter                                               1.90              0.65
             Fourth Quarter                                              0.90              0.46


             FISCAL YEAR ENDED DECEMBER 31, 2002
             First Quarter                                             $ 1.01           $  0.46
             Second Quarter                                              0.66              0.15
             Third Quarter                                               0.28              0.08
             Fourth Quarter                                              0.33              0.08

</TABLE>


As of May 12, 2003, we had approximately 578 holders of record of common stock
and in excess of 4,200 beneficial holders of Simtrol common shares.

We have never paid cash dividends on our common stock and have no plans to pay
cash dividends in the foreseeable future. The policy of our Board of Directors
is to retain all available earnings for use in the operation and expansion of
our business. Whether dividends may be paid on the Common Shares in the future
will depend upon our earnings, capital requirements, financial condition, prior
rights of the preferred stockholders, and other relevant factors.

Following are the securities authorized for issuance under equity compensation
plans. All remaining securities available for further issuance are from the 2002
Stock Option Plan approved by shareholders of the company on June 12, 2002.



                                       9
<PAGE>

<TABLE>
<CAPTION>



                      Equity Compensation Plan Information
                                                                                                 Number of securities
                                                                                                remaining available for
                                                                                                 future issuance under
                                             Number of securities to      Weighted-average        equity compensation
                                             be issued upon exercise     exercise price of         plans (excluding
                                             of outstanding options,    outstanding options,    securities reflected in
                                               warrants and rights      warrants and rights           column (a))

                       Plan category                   (a)                      (b)                       (c)
                 Equity compensation plans
                 approved by security
<S>                                                        <C>                          <C>                    <C>
                 holders                                   974,500                      $1.76                  2,160,000
                 Equity compensation plans
                 not approved by security
                 holders                                         0                          0                          0
                           Total                           974,500                      $1.76                  2,160,000
</TABLE>


                                       10
<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA.


The following selected financial data for the five years ended December 31,
2002, 2001, 2000, 1999, and 1998 are derived from our consolidated financial
statements. Operations of Integrated Network Services are included in
discontinued operations as the subsidiary was closed in December 1998.
Information for the years ended December 31, 2000, 1999, and 1998 includes
Eastern Telecom, which was acquired in October 1996. We sold Eastern Telecom on
May 18, 2000; therefore, its results for each year listed below are also stated
as discontinued operations. See Note C to the consolidated financial statements.
Information for the years ended December 31, 2002, 2001, 2000, 1999 and 1998
includes VSI Solutions Inc., which was acquired in April 1995. The data should
be read in conjunction with the consolidated financial statements, related notes
and other financial information included herein.
<TABLE>
<CAPTION>

                                                              Year Ended December 31,
                                       -----------------------------------------------------------------------
                                           2002           2001          2000         1999           1998
                                       ------------- ---------------------------------------------------------
                                                       (In thousands, except per share data)
    STATEMENTS OF OPERATIONS DATA:
<S>                                    <C>           <C>           <C>           <C>           <C>
    Revenue                            $    1,294    $    1,899    $    4,041    $       7,132 $    13,574
    Cost of revenues                        1,162         1,312         2,309            3,716      12,243
                                       ----------    ----------    ----------    ------------- -----------
    Gross Profit                              132           587         1,732            3,416       1,331
    Operating and other expenses            2,571         7,055         4,044            5,936       9,558
                                       ----------    ----------    ----------    ------------- -----------
    Net loss from continuing operations
     before taxes
                                           (2,439)(1)    (6,468)(2)    (2,312)          (2,520)     (8,227)(3)

    Income tax benefit                          -            -            325                -          -
    Net (loss) from continuing
    operations                             (2,439)       (6,468)       (1,987)          (2,520)     (5,937)

    Income (loss) from discontinued
    operations                                  -             -           456             (320)     (8,709)(3)
    Gain on extinguishments of debt           149             -             -                -           -
                                       ----------    ----------    ----------    ------------- -----------
    Net loss                           $   (2,290)   $   (6,468)   $   (1,531)   $     (2,840) $   (16,936)
                                       ==========    ==========    ==========    ============= ===========

    Net loss per share from:
    Continuing operations              $    (0.15)   $    (0.42)   $    (0.14)   $      (0.20) $     (0.69)
    Gain on Extinguishment of debt           0.01             -             -                -           -
    Discontinued operations                  0.00          0.00          0.03           (0.03)       (0.73)
                                       ----------    ----------    ----------    ------------- -----------
                                       $    (0.14)   $    (0.42)   $    (0.11)   $      (0.23) $     (1.42)
                                           ======        ======        ======    ============= ===========

                                                                  December 31,
                                       --------------------------------------------------------------------
                                           2002         2001          2000          1999          1998
                                       ---------------------------------------- ---------------------------
                                                                 (In thousands)
    BALANCE SHEET DATA:
    Working capital (deficit)           $  (2,787)  $    (1,591)  $       993    $       (951)  $      (49)
    Total assets                              612         1,711         7,234            4,911       8,275
    Long-term debt                            134            29            42               -        1,106
    Stockholders' equity (deficit)         (2,416)         (764)        5,487          (1,197)       1,003

</TABLE>


(1)  The Company took a non-cash and non-recurring write-down of its inventory
     for $0.3 million in December 2002 to reflect the obsolescence of its Omega
     inventories.

(2)  The Company took a non-cash and non-recurring write-down of its investments
     of $3.4 million in 2001. The write-down included the value of its
     investment in the PentaStar Communications Inc. common shares of $1.1
     million and the investment of its interest in ACIS, Inc. of $2.3 million.


                                       11
<PAGE>


(3)  The Company took a non-cash and non-recurring charge of approximately $10.3
     million in 1998. The charge included: the write-down of obsolete or
     slow-moving videoconferencing and demonstration inventory ($1.88 million);
     the loss from the sale of investments in two companies ($450,000); a
     write-down of capitalized software development costs ($180,000); and the
     write-off of most of the goodwill from the acquisitions of VSI Europe in
     1992 and Eastern Telecom in 1996 ($7.76 million).


                                       12
<PAGE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere in this
Form 10-K.

Forward-Looking Statements

Certain statements contained in this filing and in the documents incorporated by
reference herein are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, such as statements relating to
financial results and plans for future business development activities, and are
thus prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors, which could cause actual results to differ
materially from future results expressed or implied by such forward-looking
statements. The words "may," "would," "could," "believe," "intend," "expect,"
"estimates," "anticipates," "intend," and similar expressions and variations
thereof are intended to identify forward-looking statements. Potential risks and
uncertainties include, but are not limited to, economic conditions, competition
and other uncertainties detailed from time-to-time in the Company's Securities
and Exchange Commission filings.

Overview


Simtrol, Inc. is an Atlanta-based holding company. We are a software technology
company specializing in Audio/Visual (AV) control in which we design,
manufacture, market, service and support our Ongoer software control system
designed to run on third-party hardware. Previously, our core business was the
design, manufacture, marketing and servicing of software based command and
control systems, including videoconferencing control systems through our wholly
owned subsidiary, Videoconferencing Systems, Inc. We continue to service the
videoconferencing segment of our business but have discontinued selling to this
market. In addition, we resold voice and data services and equipment on behalf
of large telecommunications companies, through our majority-owned subsidiary,
VSI Network Solutions, Inc., doing business as Eastern Telecom. We sold Eastern
Telecom to PentaStar Communications, Inc.; a Denver, Colorado based
communications services agent on May 18, 2000. The consolidated statements of
operations have been adjusted to reflect the discontinuance of Eastern Telecom's
operations.


Our command and control solutions allow end users to operate, as a single
system, a broad range of electronic equipment such as projectors, VCRs,
computers, sound systems, lighting and temperature controls and other
audio/video devices in a variety of settings. A typical customer is a large,
multi-site organization that utilizes sophisticated audio, video and
communications network technologies that require complex command and control
solutions. These solutions can be used in a variety of settings, including
corporate meetings and conferences, distance learning and judicial arraignment
systems. These customers also require superior after-the-sale service.
Historically, we have utilized a direct sales model. However, in order to
attempt to grow sales and to reach and maintain profitability, management
believes that we can better leverage our technological and service competencies
by marketing and selling our products through third party resellers and system
integrators, who specialize in the sale, installation, support and service of
audio/visual equipment, and by entering new markets for our control system
technology.


During 2000, we undertook a restructuring of our business operations and balance
sheet that are intended to achieve profitable operations and provide positive
operating cash flows. As part of this restructuring, we raised additional equity
capital and paid off our debt holders. This restructuring included raising
additional equity capital through the private sale of common stock and
exchanging our common stock for shares of Eastern Telecom held by its minority
interest holders, restructuring and then subsequently retiring our debt, selling
non-strategic assets and aggressively managing accounts receivable and
inventory.


These restructuring initiatives have enabled us to reposition our product line
and to expand our presence in the audio/visual command and control systems
market. This market, which to some degree overlaps the high-end
videoconferencing market historically served by us, is almost exclusively
maintained by thousands of resellers and system integrators. Our products have
been re-engineered such that they may also be sold through these third party
channels. We believe we offer a functionally superior, lower cost, fully
integrated solution which provides command and control and remote diagnostics
for audio, visual and room environment devices, and for network connectivity.


                                       13
<PAGE>



Once established in the audio/visual command and control market, we envision
developing additional applications for other command and control system markets,
including process control applications in manufacturing environments and the
burgeoning home entertainment market, that may involve licensing our control
software to existing OEM vendors, in addition to third-party reseller channels.

Critical Accounting Policies

We prepare the consolidated financial statements of Simtrol, Inc. in conformity
with accounting principles generally accepted in the United States of America.
As such, we are required to make certain estimates, judgments and assumptions
that we believe are reasonable based upon the information available. These
estimates and assumptions affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the periods presented. The significant accounting policies which
we believe are the most critical to aid in fully understanding and evaluating
our reported financial results include the following:

-    Revenue recognition. Our revenue recognition policy is significant because
     our revenue is a key component of our results of operations. In addition,
     our revenue recognition determines the timing of certain expenses. We
     follow very specific and detailed guidelines in measuring revenue; however,
     certain judgments affect the application of our revenue policy. Revenue
     results are difficult to predict, and any shortfall in revenue or delay in
     recognizing revenue could cause our operating results to vary significantly
     from quarter to quarter and could result in future operating losses. (See
     Note A to our consolidated financial statements).

-    Capitalized software research and development costs. Our policy on
     capitalized software costs determines the timing of our recognition of
     certain development costs. In addition, this policy determines whether the
     cost is classified as development expense or capitalized. Software
     development costs incurred after technological feasibility has been
     established are capitalized and amortized, commencing with product release,
     on a straight-line basis over three years or the useful life of the
     product, whichever is shorter. Management is required to use professional
     judgment in determining whether development costs meet the criteria for
     immediate expense or capitalization.

-    Impairments of Assets/Investments. We record impairment losses on assets
     and investments when events and circumstances indicate that the assets
     might be impaired and the undiscounted cash flows estimated to be generated
     by those assets are less than the carrying amount of those items. Our cash
     flow estimates are based on historical results adjusted to reflect our best
     estimate of future market and operating conditions. The net carrying value
     of assets not recoverable is reduced to fair value. Our estimates of fair
     value represent our best estimate based on industry trends and reference to
     market rates and transactions. During 2002, we wrote off the remainder of
     our inventory due to obsolescence and the lack of market for our older
     hardware products.

Financial Condition


During the year ended December 31, 2002, our total assets decreased
approximately 64% to $611,651 from $1,711,236 at December 31, 2001. Significant
decreases in inventory due to obsolescence and accounts receivable due to our
lower sales volume during the year accounted for a majority of the decrease.
Capitalized software decreased $277,625 during the year due to amortization of
cost capitalized prior to March 2001 for ONGOER, at which time we began shipping
our Ongoer product to customers. Current liabilities increased in 2002 by
$447,864, or 18%, compared to 2001 principally due to an increase in convertible
debt of $861,710, offset partly by a decrease in deferred revenue of $390,167.


In order to continue funding operations of the Company, the Company issued a
total of $760,000 of Convertible Debt to numerous private investors, including
four members of the Board of Directors, at various times during 2002. The debt
accrues interest at prime rate plus 1% and was originally due on December 31,
2002. The proceeds of this debt were utilized for working capital purposes. In
conjunction with the issuance of the convertible debt, the Company issued
760,000 common stock purchase warrants to the holders of the Debt. The Debt is
convertible immediately into restricted shares of common stock of the Company at
prices ranging from $0.47 to $0.79 per share, which represented the market
prices of the company's traded common stock on the date of the issuances of the
Debt. The warrants, which expire at various dates in 2007, were exercisable
immediately at prices ranging from $0.47 to $0.79 per share, the market price of
the company's traded common stock on the day the warrants were issued. Each
warrant entitles the holder to purchase one common share of the restricted
common stock of the Company.


                                       14
<PAGE>

As the company was unable to repay this debt on its original due date of
December 31, 2002, the company negotiated extensions with the note holders. One
note holder converted their note and all accrued interest into 21,832 shares of
restricted common stock on December 31, 2002. The conversion price of the note
was adjusted to $0.24 at the time of the conversion. The conversion price of the
remaining debt that was extended was also set at $0.24 per share and the notes
bear interest at prime plus 1%. The warrant prices were adjusted to $0.24 from
various previous exercise prices as part of the renegotiation of the debt on
December 31, 2002. Subsequent to December 31, 2002, $735,000 of the convertible
debt and the accrued interest on this debt was converted into 3,204,083 shares
of restricted common stock of the company in accordance with the terms of the
notes. $420,000 of the debt is currently outstanding.

On August 5, 2002, the company completed the sale of 1,627,000 of its common
shares for aggregate gross proceeds of $325,400, in a private placement of its
stock to a limited number of accredited investors, including Board members. The
share price was $0.20 per share. Offering costs totaled approximately $70,000.
The proceeds of the offering were used to fund current operational and overhead
expenses of the company during the year. Additionally, the company issued
291,667 shares of restricted common stock in December 2002 to a limited number
of accredited investors, including two directors of the company. The share price
was $0.24 and total proceeds were $70,000. The proceeds were used to fund
current operational and overhead expenses of the company during the year.

The company is a debtor under various operating leases for equipment and office
space. The company does not believe that it has entered any transactions that
require additional disclosure beyond that contained in its financial and that
such statements properly reflect the obligations of the company.

Results Of Operations

Revenues


Revenues were $1,294,015, $1,899,328 and $4,041,204 in fiscal 2002, 2001 and
2000, respectively. The decrease in revenues of 32% from 2001 to 2002 and 53%
from 2000 to 2001 were primarily due to our decision to develop and sell our new
Ongoer software product line versus our older Omega videoconferencing systems.
Sales of Ongoer software have not been sufficient to replace the decrease in
Omega system sales as well as the decrease in Omega maintenance revenue as
former customers have either replaced these older systems with newer equipment
or declined maintenance contracts due to budgetary considerations.


Gross Profit


Gross profit as a percentage of revenues was approximately 11%, 31% and 43% in
fiscal years 2002, 2001, and 2000, respectively. The decrease in gross margin in
fiscal year 2002 as compared to fiscal year 2001 was due primarily to the
write-off of the remainder of our inventory due to obsolescence in 2002 and the
inclusion of a full year of capitalized software amortization in 2002 for the
Ongoer (TM) product line, which began shipping in March 2001. It is our policy
that software development costs are capitalized once the product becomes
technologically feasible and then these costs are amortized over 36 months once
the first sale is made. Amortization costs for the twelve months ended December
31, 2002 and 2001 were $277,624 and $208,215, respectively. The write-offs for
obsolescent inventory totaled $30,000 in 2002, $120,000 in 2001, and $208,000 in
2000.


Special Charge

In the fourth quarter of 2002, the company wrote off its remaining inventory of
$296,953 as it was deemed that the inventory was obsolete due to the non-renewal
of most of the maintenance contracts on Omega systems.

Selling, General & Administrative Expenses


Selling, general and administrative expenses were $1,584,178, $2,663,939, and
$3,288,724 for fiscal 2002, 2001 and 2000, respectively. The 41% decrease from
fiscal 2001 to 2002 resulted primarily from decreases in personnel and the
company's move to a significantly smaller headquarters in 2002 and the 19%
decrease 2000 to 2001 resulted from the consolidation of operations, reductions
in personnel and ongoing efforts to cut costs.



                                       15
<PAGE>

Research and Development Expenses


We charge research and development costs to expense as incurred until
technological feasibility of a software product has been established. Software
development costs incurred after technological feasibility has been established
are capitalized and amortized over three years or the useful life of the
product, whichever is shorter. These expensed costs were $428,810, $797,071 and
$495,589 for fiscal 2002, 2001, and 2000, respectively. The 46% decrease from
2001 to 2002 was due primarily to reductions in personnel during the year due to
business conditions, while the 61% increase from fiscal 2000 to fiscal 2001 was
the result of adding personnel to aid in the development of the new ONGOER(TM)
product line and no longer capitalizing software development cost on this
product.


Impairment Loss

In 2001, an impairment loss of $2,302,000 was charged to operations due to the
write-down of our investment in ACIS, Inc., in accordance with FAS 121. As a
result of continued inactivity in the operations of ACIS, we wrote our
investment down to an estimated fair market value of $0.

Loss on Decline in Market Value of Investment

We wrote the remainder of our investment in PentaStar Communications off during
2002, approximately $11,000, as PentaStar went into receivership during the
year. We wrote down the investment $1,131,147 in 2001 based on announcements at
that time that PentaStar was having liquidity problems. The 57,122 common shares
of PentaStar Communications, Inc., held in escrow, were part of the sale price
of Eastern Telecom, Inc. in 2000. The shares have no value and were abandoned by
the company during 2002. The declines in the market value of the stock were
deemed other than temporary as described in FAS 115.

Interest and Other Expenses

Other expenses were $557,675, $160,754, and $259,831 for fiscal 2002, 2001 and
2000, respectively. The increase from 2001 to 2002 consisted primarily of
finance charges associated with the Company's issuance of convertible debt
during the fourth quarter of 2001 and the first two quarters of 2002. See note F
to the financial statements. The decrease from 2000 to 2001 was the result of a
decrease in interest expense as we paid down our debt.

Net Loss from Continuing Operations


Net losses from continuing operations were $2,438,702, $6,468,180 and $1,986,872
for fiscal 2002, 2001 and 2000, respectively. The decreased loss in 2002 was
primarily due to the impairment loss recorded in 2001 on our investment in ACIS,
Inc., our lower operating expenses that resulted from our reductions in
personnel during 2002 as well as our move to a smaller headquarters space. The
increase in the loss from 2000 to 2001 was the result of lower revenues, the
impairment loss associated with our investment in ACIS, Inc. and a write down of
the PentaStar shares due to a decline in value that we viewed as other than
temporary.


Extraordinary Gain on Debt Extinguishments

Extraordinary gains in 2002 were due to debt extinguishments of $84,350 related
to the company's inactive subsidiary, Integrated Network Services, Inc. (INS)
and the $64,565 reduction of accounts payable to Glovicom, N.V., resulting from
the exchange of Simtrol's warrant to purchase 19% of Glovicom for this amount in
the second quarter 2002.

Discontinued Operations


On May 18, 2000, we sold Eastern Telecom, our network reselling subsidiary and,
as a result have accounted for Eastern Telecom as discontinued operations.
Operating loss from discontinued operations was $32,556 in 2000. Operations of
Integrated Network Services were included in discontinued operations as the
subsidiary was closed in December 1998.


Net Loss


                                       16
<PAGE>

The net loss for 2002 was $2,289,787, or $0.14 per share, compared to a net loss
for 2001 of $6,468,180, or $0.42 per share, and a net loss of $1,530,599 or
$0.11 per share for 2000. The decreased net loss for 2002 was due mainly to the
impairment loss and loss on investments in 2001, as well as the lower operating
expenses incurred during the current year as a result of decreased personnel.
The net loss for 2001 was due to lower revenues versus 2000 as the company
discontinued selling new Omegas systems during the year.


Liquidity and Sources of Capital

General


As of December 31, 2002, we had cash and cash equivalents of $1,307. We do not
have sufficient funds for the next 12 months and have relied on periodic
investments in the form of common stock and convertible debt by certain of our
existing shareholders since the fourth quarter of 2001. We currently require
substantial amounts of capital to fund current operations and for the payment of
past due obligations including payroll and other operating expenses and the
continued development and deployment of our Ongoer product line. Our inability
to pay our audit fees on a timely basis resulted in the delay of the audit's
completion for 2002. Due to recurring losses from operations, an accumulated
deficit, negative working capital and our inability to date to obtain sufficient
financing to support current and anticipated levels of operations, our
independent public accountant's audit opinion states that these matters have
raised substantial doubt about our ability to continue as a going concern at
December 31, 2002 and 2001.


We used $1,314,790 in cash from operating activities in 2002, primarily due to
our loss of $2,289,787, partially offset by decreased accounts receivable of
$309,819 due to lower volumes and improved collections, as well as the $296,593
write-off of inventory due to obsolescence. The decrease in cash used from
operations in 2001 of $1,859,929 was due mainly to the reduced operations of the
company due to business conditions. Cash used in investing activities consisted
of $21,318 for 2002 compared to $145,381 used in 2001, which consisted primarily
of $122,876 used for software development. The current year expenditures
consisted of leasehold improvements on our new office space. Cash provided by
financing activities in 2002 of $1,264,651 was due primarily to the $760,000
raised through issuance of convertible debt, $325,400 net proceeds raised
through the sale of restricted common stock, and $176,813 net borrowings under a
note payable and capital leases. Cash provided by financing in 2001 consisted
primarily of $400,000 of convertible debt issued to two of our directors in
November 2001. See notes F and H to the financial statements.

In order to continue funding operations of the company during 2002, the Company
issued a total of $760,000 of Convertible Debt to numerous private investors,
including four members of the Board of Directors, at various times during 2002.
The debt accrues interest at prime rate plus 1% and was originally due on
December 31, 2002. The proceeds of this debt were utilized for working capital
purposes. In conjunction with the issuance of the convertible debt, the Company
issued 760,000 common stock purchase warrants to the holders of the Debt. The
Debt is convertible immediately into restricted shares of common stock of the
Company at prices ranging from $0.47 to $0.79 per share, which represented the
market prices of the company's traded common stock on the date of the issuances
of the Debt. The warrants, which expire at various dates in 2007, were
exercisable immediately at prices ranging from $0.47 to $0.79 per share, the
market price of the company's traded common stock on the day the warrants were
issued. Each warrant entitles the holder to purchase one common share of the
restricted common stock of the Company.

As the company was unable to repay this debt on its original due date of
December 31, 2002, the company negotiated extensions with the note holders. One
note holder converted their note and all accrued interest into 21,832 shares of
restricted common stock on December 31, 2002. The conversion price of the note
was adjusted to $0.24 at the time of the conversion. The conversion price of the
remaining debt that was extended was also set at $0.24 per share and the notes
bear interest at prime plus 1%. The warrant prices were adjusted to $0.24 from
various previous exercise prices as part of the renegotiation of the debt on
December 31, 2002. Subsequent to December 31, 2002, $735,000 of the convertible
debt and the accrued interest on this debt was converted into 3,204,083 shares
of restricted common stock of the company in accordance with the terms of the
notes. $420,000 of the debt is currently outstanding.

On August 5, 2002, the company completed the sale of 1,627,000 of its common
shares for aggregate gross proceeds of $325,400, in a private placement of its
stock to a limited number of accredited investors, including Board members. The
share price was $0.20 per share. Offering costs totaled approximately $70,000.
The proceeds of the offering were used to fund current operational and overhead
expenses of the company during the year. Additionally, the company issued
291,667 shares of restricted common stock in December 2002 to a limited number
of accredited investors,


                                       17
<PAGE>

including two directors of the company. The share price was $0.24 and total
proceeds were $70,000. The proceeds were used to fund current operational and
overhead expenses of the company during the year.

In November and December 2001 we issued convertible debt to two Directors of the
Company in return for advancing us $400,000 to meet general operating expenses.
This debt matures on February 7, 2002, is convertible into shares of the Company
at $0.49 per share and bear interest at prime plus 1%. In exchange for this
convertible debt we issued warrants to these Directors on the basis of one
warrant for each $1.00 advanced. In the event that this debt must be extended
these Directors shall receive additional warrants. We received a 60-day
extension on February 7, 2002 and issued 100,000 additional warrants to each
Director. In return for this funding we pledged certain assets of the Company.

In March 2000, we raised a total of approximately $5.6 million in new equity
through two related transactions. In the first transaction, we raised $4,054,876
through the sale of 1,351,625 shares of common stock at $3.00 per share to 38
accredited investors. Approximately $826,668 of the proceeds was used to repay
the remaining balance of the 7% Secured Convertible Debenture held by Thompson
Kernaghan & Co. Ltd. ("Kernaghan"). Under the terms of a debt restructuring
agreement, Kernaghan had the option to convert the Secured Convertible Debenture
into shares of our common stock beginning January 1, 2000 at the initial rate of
7.5% per month, with a conversion price equal to the lesser of $1.00 or the
5-day average closing bid price of our common stock prior to the date of any
such transaction, with a floor of $0.50 per share. Kernaghan had previously
converted $144,529 of principal plus accrued interest into 216,945 shares of our
common stock.


In the second transaction, we exchanged 524,126 of our common shares for 240,265
(24%) of the Eastern Telecom shares held by its minority shareholders. By this
transaction, we retired 68% of our put obligations under a shareholders
agreement that gave Eastern Telecom's minority shareholders the right to put
their shares to us at $6.50 per share. The remaining minority interest shares
were repurchased pursuant to the terms of a shareholders agreement.

On May 18, 2000 we received $1,787,000 in cash from the sale of Eastern Telecom,
of which $500,000 was placed in escrow pending the collection of specified
accounts receivable. As of December 31, 2002 approximately $416,000 of those
accounts receivable had been collected and remitted to the company. The
remainder has been deemed uncollectible and a reserve has been established for
this amount. We also received 57,122 shares of Pentastar Communications stock
with a market value as of December 31, 2000 of $1,256,684. This stock was also
held in escrow and was ultimately never released. As Pentastar Communications
went into receivership in 2002, the remaining balance of these shares was
written off. The Eastern Telecom assets were combined with the assets of
USTeleCenters, Inc. and Vermont Network Services Corporation and under an
earn-out provision in the sales agreement, we were entitled to additional
compensation based on the combined financial results of the combined Eastern
Telecom, USTeleCenters and Vermont Network Services acquired operations for
calendar year 2000. These earn-out targets were not met and no additional
compensation was received.


We expect to spend less than $25,000 on capital expenditures in fiscal 2003.

Operating Loss Carryforwards


As of December 31, 2002, we had operating loss carryforwards for U.S. income tax
purposes of approximately $41,000,000 available to reduce future taxable income
through 2022. We also have investment, research and experimental credits of
approximately $156,000 available to reduce future income taxes payable through
2022. During 1993, we experienced a change in control, as defined under Section
382 of the Internal Revenue Code. As a result, the utilization of approximately
$7,000,000 in tax loss carryforwards will be limited to approximately $1,000,000
annually.



                                       18
<PAGE>









Contractual obligations under lease arrangements are as follows:

<TABLE>
<CAPTION>



                              Contractual                   Payments due by period
                              obligations
                                                                                         More
                                                           Less than            3-5      than 5
                                                 Total      1 year    1-3 years  years    years
<S>                                            <C>         <C>         <C>       <C>      <C>
                          Long-Term Debt       215,246     83,707      131,539   0        0
                          Obligations
                          Capital Lease         29,484     29,484      0         0        0
                          Obligations
                          Operating Lease      234,688     71,096      137,358   26,234   0
                          Obligations
                          Purchase             0          0            0         0        0
                          Obligations
                          Other Long-Term
                          Liabilities
                          Reflected on         1,155,000   1,155,000   0         0        0
                          Balance Sheet
                          under GAAP
                                        Total  1,634,418   1,339,287   268,897   26,234   0

</TABLE>

                                       19
<PAGE>




Factors Affecting Future Performance

The following summarizes certain of the risks inherent in our business:

We may not be able to obtain additional capital to finance our operations when
needed.

We require additional capital or other funding to finance our operations, as we
do not generate sufficient cash from operations to sustain the operation of the
company. If we are unable to attain sufficient funding, our operations may not
continue. We may seek additional equity financing through the sale of securities
on a public or a private placement basis on such terms as are reasonably
attainable. We may not be able to obtain such financing when needed, or that if
obtained, it may not be sufficient or on terms and conditions acceptable to us.
If we sell shares of our common stock, our existing shareholders will suffer
dilution, which could be material.

We may not be able to achieve or sustain profitability in the future.


After 17 years of operations, we have not reported any profits for a full year
of operations and, as of December 31, 2002, we had an accumulated deficit of
$60.0 million. We may not be able to achieve or sustain profitability in the
future, as sales of our Ongoer product have not proven to be sufficient to fund
our operations. As a result, we may incur additional losses and negative cash
flow from operations for the foreseeable future.


If we fail to secure sufficient capital or fail to create a strong marketing
support team, then our efforts to penetrate new markets could fail, resulting in
decreased cash flow.

Expanding our presence in the audio/visual command and control market will
require capital for further software product development, and the creation of
new sales channels. The inability to secure sufficient capital or the failure to
create a strong sales channel/marketing support organization could result in a
failed effort to penetrate these new markets, and adversely affect operating
results and cash flow.

If we fail to develop competitive products in response to technological changes,
our business will not grow or remain competitive.


The market for our products is characterized by rapidly changing technology,
evolving industry standards and frequent product introductions. Product
introductions are generally characterized by increased functionality and quality
at reduced prices. If we are unable, for technological or other reasons, to
develop competitive products in a timely manner in response to changes in the
industry, our business and operating results would be significantly harmed. For
example, the successful launch of ONGOER(TM), our second-generation PC-based
device controller, depends on our ability to complete the design and development
of complex audio/visual control software built on a new software kernel
co-developed with ACIS, Inc.


Our ability to successfully develop and introduce on a timely basis new and
enhanced products that embody new technology, and achieve levels of
functionality and prices that are acceptable to the market will be a significant
factor in our ability to grow and to remain competitive. For instance, the
ability to transact business via the Internet is becoming increasingly
important. Accordingly, in order to remain competitive, we are currently
developing a system, that will allow us to deliver products and services to our
customers via the Internet. We may not be able to timely or effectively
implement this strategy.

Operating results could be adversely affected by a disruption in supply or a
significant price increase of videoconferencing components or failure of a third
party supplier to remain competitive in price.

Substantially all of our videoconferencing components, subsystems and assemblies
are made by outside vendors. Disruption in supply, a significant increase in
price of one or more of these components or failure of a third party supplier to
remain competitive in functionality or price could result in lost sales. We
could experience such problems in the future. Similarly, excessive rework costs
associated with defective components or process errors associated with our
anticipated new product line of videoconferencing systems could adversely affect
our business and operating results.


                                       20
<PAGE>



We depend on purchases from a few significant customers, and any loss
cancellation, or reduction of purchases by these customers could harm our
business.


We currently sell control software and service previously sold videoconferencing
systems for a small number of major customers. During the year ended December
31, 2002, approximately 50% of our revenues were from three large customers.
Further, we do not have long term contracts with any of our other customers, so
our customers could stop purchasing our products at any time. In October 2002,
one customer that represented approximately 24% of our revenue for 2002 did not
renew their maintenance contract on their Omega systems. The loss of any of
additional major customers, or any reduction in purchases by these customers,
could significantly harm our business.


If we cannot attract, retain, train or manage our key management or technical
personnel effectively, our ability to develop and sell new products could be
hindered, resulting in a reduction in sales.

Our development, management of our growth and other activities depend on the
efforts of key management and technical employees. Competition for such persons
is intense. Because we do not have long-term employment agreements with our key
management personnel or technical employees, we could lose one or more of our
key management or technical personnel, which could result in significant harm to
our business. Our future success is also dependent upon our ability to
effectively attract, retain, train, motivate and manage our employees, and
failure to do so could hinder the development and marketing of our products and
result in a reduction in sales, and our customers could shift their purchases to
our competitors.

We may not be able to maintain or improve our competitive position because there
are competitors who currently engage in or may enter the market with far greater
technical and financial resources than we have.

Competition in the command and control and video communications markets is
intense. We expect other competitors, some with significantly greater technical
and financial resources, may enter these markets. If we cannot continue to offer
new command and control and videoconferencing products with improved performance
and reduced cost, our competitive position will erode. Moreover, competitive
price reductions may adversely affect our results of operations. In the command
and control market, our primary competitors are AMX, Inc. and Crestron
Electronics, Inc.

Fluctuations in our quarterly performance could adversely affect our total
revenues and net income levels.

Our revenues have historically occurred predominantly in the third month of each
fiscal quarter. Accordingly, our quarterly results of operations are difficult
to predict, and delays in the closing of sales near the end of the quarter could
cause quarterly revenues and, to a greater degree, operating and net income to
fall substantially short of anticipated levels. Our total revenues and net
income levels could also be adversely affected by:

-    cancellations or delays of orders,

-    interruptions or delays in the supply of key components,

-    changes in customer base or product mix,

-    seasonal patterns of capital spending by customers,

-    delays in purchase decisions due to new product announcements by us or our
     competitors, and

-    increased competition and reductions in average selling prices.

We may not be able to regain our Nasdaq listing.

Effective as of the close of business on September 22, 1999, our common stock
was delisted from the Nasdaq SmallCap Market and began trading on the OTC
Bulletin Board. The delisting occurred as a result of the minimum bid price on
our common stock being less than $1.00 per share and our net tangible assets
being under $2.0 million. Because the requirements for a new listing on the
Nasdaq Stock Market are substantially more onerous than the requirements for
continued listing, we may not be in a position in the future to reapply for
listing on Nasdaq. Because the OTC Bulletin Board is generally a less efficient
market than the Nasdaq Stock Market, the liquidity and volatility of our shares
could be adversely impacted. Furthermore, institutional investors are less
likely to be interested in stocks trading on the OTC Bulletin Board.


                                       21
<PAGE>



The Securities and Exchange Commission's rules regarding penny stocks may
restrict your ability to resell our shares.

Our common stock is subject to Rules 15g-1 through 15g-9 of the Securities
Exchange Act of 1934, which imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors. Generally, accredited investors include
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual incomes exceeding $200,000 individually or
$300,000 jointly with their spouses. The broker/dealer must make a special
suitability determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to the sale. The broker/dealer must furnish
the purchaser a document outlining the risks associated with investing in penny
stocks. Furthermore, the broker/dealer must inform the purchaser of:

-    the bid and offer price quotes for penny stock,

-    the number of shares to which the quoted prices apply;

-    the brokerage firm's compensation for the trade; and

-    the compensation received by the brokerage firm's salesperson for the
     trade.

Consequently, the rules may adversely affect the ability of broker/dealers to
sell our common stock, which may affect your ability to resell our common stock.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


We conduct most of our business in the United States and therefore, we believe
our exposure to foreign currency exchange rate risk at December 31, 2002 was not
material. The value of our financial instruments is generally not significantly
impacted by changes in interest rates and we have no investments in derivatives.
Fluctuations in interest rates are not expected to have a material impact on
interest expense.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following financial statements are filed with this report:

         Report of Independent Certified Public Accountants

         Consolidated Balance Sheets as of December 31, 2002 and December
         31, 2001

         Consolidated Statements of Operations for Years Ended December 31,
         2002, 2001 and 2000

         Consolidated Statements of Stockholders' Equity for Years Ended
         December 31, 2002, 2001 and 2000

         Consolidated Statements of Cash Flows for Years Ended December 31,
         2002, 2001 and 2000

         Notes to Consolidated Financial Statements




                                       22
<PAGE>



               Report of Independent Certified Public Accountants



To the Board of Directors and Stockholders of
Simtrol, Inc.


We have audited the accompanying consolidated balance sheets of Simtrol, Inc. (a
Delaware corporation) and subsidiaries as of December 31, 2002 and 2001 and the
related statements of operations, stockholders' deficit, and cash flows for the
years ended December 31, 2002, 2001, and 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.


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


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Simtrol, Inc. and subsidiaries
as of December 31, 2002 and 2001, and the results of its operations and its cash
flows for the years ended December 31, 2002, 2001 and 2000, in conformity with
accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note B to the
financial statements, the Company has experienced net losses of $2,289,787,
$6,468,180, and $1,530,599 for the years ended December 31, 2002, 2001, and 2000
respectively. Additionally, the Company's current liabilities exceeded its
current assets by $2,787,219 and the Company had a stockholders' deficit of
$2,415,906 at December 31, 2002. These factors, amongst others, raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note B. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ GRANT THORNTON LLP

Atlanta, Georgia
May 16, 2003


                                       23
<PAGE>



                         Simtrol, Inc. and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS

<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                       ----------------------------------------
                                                                              2002                 2001
                                                                       -------------------- -------------------
  CURRENT ASSETS
<S>                                                                     <C>                           <C>
     Cash and cash equivalents                                          $          1,307              72,764
     Accounts receivable, less allowance for doubtful accounts
       of $215,270 and $226,244 at December 31, 2002 and 2001,
       respectively                                                               65,498             375,347
     Inventories, less allowance for obsolescence of $1,068,888 and
       $826,585 at December 31, 2002 and 2001, respectively                            -             395,012
     Prepaid expenses                                                             39,170              11,591
                                                                       -------------------- -------------------

         Total current assets                                                    105,975             854,714

  PROPERTY AND EQUIPMENT, net                                                    147,459             206,400

  OTHER ASSETS
     Software development costs, net                                             347,030             624,655
     Investments                                                                       -              10,853
     Other long term assets                                                       11,187              14,614
                                                                       -------------------- -------------------

                                                                                 358,217             650,122
                                                                       -------------------- -------------------


                                                                                 611,651     $       1,711,236
                                                                       ==================== ===================
</TABLE>

The accompanying notes are an integral part of these statements.


                                       24
<PAGE>


                                 LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                                 December 31,
                                                                            2002             2001
                                                                     ------------------ ---------------
CURRENT LIABILITIES
<S>                                                                  <C>                <C>
   Current portion of note and lease payable                         $         110,366  $       38,453
   Convertible debt                                                          1,155,000         293,290
   Accounts payable                                                            926,539       1,042,995
   Accrued expenses                                                            465,873         360,659
   Deferred revenue                                                            235,416         625,583
   Current liabilities of discontinued operations                                    -          84,350
                                                                     ------------------ ---------------

       Total current liabilities                                             2,893,194       2,445,330

Note and lease payable, less current portion                                   134,363          29,462

COMMITMENTS AND CONTINGENCIES                                                        -               -

STOCKHOLDERS' DEFICIT
   Preferred stock, $.00025 par value; authorized
     800,000 shares, none issued and outstanding                                     -               -
   Common stock, authorized 40,000,000 shares of
     $.001 par value; issued and outstanding
     17,182,953 shares at December 31, 2002
     and 15,238,703 at December 31, 2001                                        17,183          15,239
   Additional paid-in capital                                               57,572,918      56,937,425
   Accumulated deficit                                                     (60,006,007)    (57,716,220)
                                                                     ------------------ ---------------

            Total Stockholders' Deficit                                     (2,415,906)       (763,556)
                                                                     ------------------ ---------------


                                                                     $         611,651  $    1,711,236
                                                                     ================== ===============

</TABLE>

The accompanying notes are an integral part of these statements


                                       25
<PAGE>



                         Simtrol, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                    For years ended December 31,
                                                           --------------------------------------------

                                                               2002           2001            2000

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


<S>                                                           <C>           <C>             <C>
  Revenue                                                     1,294,015     $1,899,328      $4,041,204
  Cost of revenue                                               865,101      1,312,597       2,308,932
  Inventory Obsolescence Charge (Note A-4)                      296,953              -               -
                                                           -------------  -------------   -------------
     Gross Profit                                               131,961        586,731       1,732,272

  Operating Expenses

     Selling, general and administrative                      1,584,178      2,663,939       3,288,724
     Research and development                                   428,810        797,071         495,589
     Impairment loss                                                  -      2,302,000               -
                                                           -------------  -------------   -------------

     Total Operating Expenses                                 2,012,988      5,763,010       3,784,313
                                                           -------------  -------------   -------------


       Loss from operations                                  (1,881,027)    (5,176,279)     (2,052,041)


  Loss on decline in market value of investment                       -     (1,131,147)              -
  Other expenses, primarily financing charges                  (557,675)      (160,754)       (259,831)
                                                           -------------  -------------   -------------

       Net loss from continuing operations
         before income taxes                                 (2,438,702)    (6,468,180)     (2,311,872)

  Income taxes - benefit                                              -              -         325,000
                                                           -------------  -------------   -------------

       Net loss from continuing operations                   (2,438,702)    (6,468,180)     (1,986,872)


  Discontinued operations:
     Operating loss from
       discontinued operations                                        -              -         (32,556)

     Gain on sale of a subsidiary, net of taxes                       -              -         488,829
                                                           -------------  -------------   -------------
                                                                      -              -         456,273
  Extraordinary gain on debt extinguishments                    148,915              -               -
                                                           -------------  -------------   -------------

       Net loss                                            $ (2,289,787)  $ (6,468,180)   $ (1,530,599)
                                                           =============  =============   =============

  Net loss per common share:
     Loss from continuing operations                              (0.15)  $      (0.42)   $      (0.14)
     Gain (loss) from discontinued operations                      0.00           0.00            0.03
      Gain on extinguishments of debt                              0.01              -               -
                                                           -------------  -------------   -------------

                                                                  (0.14)  $      (0.42)          (0.11)
                                                           =============  =============   =============

  Weighted average shares outstanding                        16,110,577     15,222,410      14,571,780
                                                           =============  =============   =============
</TABLE>


The accompanying notes are an integral part of these statements


                                       26
<PAGE>



                         Simtrol, Inc. and Subsidiaries

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


              For the years ended December 31, 2002, 2001 and 2000


<TABLE>
<CAPTION>







                                           ----------------------
                                                Common stock
                                           ----------------------                                Accumulated
                                                                   Additional                       other
                                            Number of      Par       paid in      Accumulated   comprehensive
                                              Shares      value      capital        deficit         income         Total
                                           ------------ --------- -------------  -------------   ------------  ------------

<S>              <C>                      <C>           <C>       <C>            <C>              <C>          <C>
Balance, January 1, 2000                    12,300,144   $12,300   $48,508,074   $(49,717,441)    $        -   $(1,197,067)
                                           ------------ --------- -------------  -------------   ------------  ------------

Net loss for the year                                                              (1,530,599)             -    (1,530,599)
  Other comprehensive income (loss)
   Unrealized gain on investments                   -          -             -               -       114,684       114,684

    Comprehensive income (loss)                     -          -             -     (1,530,599)       114,684    (1,415,915)
                                           ------------ --------- -------------  -------------   ------------  ------------

Issuance of common shares in private
 placement                                   1,351,625     1,352     4,053,524              -              -     4,054,876
Issuance of common shares in conversion of
 minority interest                             524,126       524     1,572,009                                   1,572,533
Issuance of common shares for investment in
 ACIS                                          500,000       500     2,154,500              -              -     2,155,000
Exercise of stock warrants                     151,898       152        78,944              -              -        79,096
Exercise of stock options                      118,480       118        93,790              -              -        93,908
Issuance of common shares for conversion of
 convertible debenture  s                      216,945       217       144,529              -              -       144,746
                                           ------------ --------- -------------  -------------   ------------  ------------

Balance, December 31, 2000                  15,163,218    15,163    56,605,370    (51,248,040)       114,684     5,487,177
                                           ------------ --------- -------------  -------------   ------------  ------------


Net loss for the year                                                              (6,468,180)                  (6,468,180)
  Other comprehensive income (loss)
   Realized loss on investments                      -         -             -              -       (114,684)     (114,684)
                                           ------------ --------- -------------  -------------   ------------  ------------
    Comprehensive income (loss)                     -          -             -     (6,468,180)      (114,684)   (6,582,864)
                                           ------------ --------- -------------  -------------   ------------  ------------

Beneficial conversion feature of
 convertible debt                                    -         -       124,332              -              -       124,332
Warrants issued to debt holders                      -         -       127,173              -              -       127,173
Exercise of stock options                       30,031        30        21,051              -              -        21,081
Issuance of common shares for purchase of
  Quality Software Associates                   45,454        46        59,499              -              -        59,545
                                           ------------ --------- -------------  -------------   ------------  ------------

Balance, December 31, 2001                  15,238,703    15,239    56,937,425    (57,716,220)             -      (763,556)
                                           ------------ --------- -------------  -------------   ------------  ------------

Net Loss for the period                                                            (2,289,787)                  (2,289,787)
                                           ------------ --------- -------------  -------------   ------------  ------------
Comprehensive loss                                                                 (2,289,787)             -    (2,289,787)
                                           ------------ --------- -------------  -------------   ------------  ------------

Exercise of Warrants                             3,751         4         2,434                                       2,438
FMV of warrants issued and beneficial
conversion feature                                                     304,599                                     304,599
Issuance of common stock in Private
Placements net of expenses                   1,918,667     1,918       323,482                                     325,400
Conversion of Convertible Debt                  21,832        22         4,978                                       5,000
                                           ------------ --------- -------------  -------------   ------------  ------------
                                            17,182,953   $17,183   $57,572,918   $(60,006,007)   $             $(2,415,906)
                                           ============ ========= =============  =============   ============  ============
</TABLE>


The accompanying notes are an integral part of these statements.


                                       27
<PAGE>



                         Simtrol, Inc. and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                 For Years Ended December 31,
                                                                       --------------------------------------------
                                                                            2002           2001            2000
                                                                       -------------  -------------   -------------

  Cash flows from operating activities:
<S>                                                                   <C>            <C>             <C>
     Net loss                                                          $ (2,289,787)  $ (6,468,180)   $ (1,530,599)
     Adjustments to reconcile net loss to net cash used in operating
      activities:
       (Gain) loss on sale of subsidiary                                          -              -        (813,829)
       Loss in decline of market value of investments                        10,853      1,131,147               -
       Inventory obsolescence charge                                        296,593              -               -
       Loss on disposal of equipment                                         12,931              -               -
       Impairment loss on investments                                             -      2,302,000               -
       Depreciation and amortization                                        794,796        504,502         327,381
       Debt Extinguishments                                                (148,915)             -               -
       Changes in operating assets and liabilities:
        Accounts receivable                                                 309,849        304,619         856,051
        Inventories                                                          59,886         12,032         369,296
        Prepaid expenses and other assets                                   (24,152)       (11,591)              -
        Accounts payable                                                    (51,891)       550,403        (488,278)
        Accrued expenses                                                    105,214       (107,537)       (748,493)
        Deferred revenue                                                   (390,167)       (77,324)       (297,605)
       Effect of operating activities of discontinued operations                  -              -          21,340
                                                                       -------------  -------------   -------------
         Net cash used by operating activities                           (1,314,790)    (1,859,929)     (2,304,736)

  Cash flows from investing activities:
     Purchases of property and equipment, continuing operations             (21,318)       (22,505)       (116,141)
     Proceeds from sale of minority interest in subsidiary                        -              -               -
     Change in other assets, continuing operations                                -       (122,876)       (530,399)
     Proceeds from sale of subsidiary                                             -              -       1,287,835
     Effect of investing activities of discontinued operations                    -              -          (1,572)
                                                                       -------------  -------------   -------------
         Net cash provided by (used in) investing activities                (21,318)      (145,381)        639,723
                                                                       -------------  -------------   -------------


  Cash flows from financing activities:
     Net borrowings (payments) on notes payable and short term credit       176,813       (148,813)       (861,160)
     facilities
     Proceeds from convertible debt                                         760,000        400,000               -
     Proceeds from exercise of stock options and warrants                     2,438         21,081         173,004
     Proceeds from private placement, net of issuance costs                 325,400              -       4,054,876
     Payment for minority interest                                                -              -        (759,845)
                                                                       -------------  -------------   -------------
         Net cash provided by financing activities                        1,264,651        272,268       2,606,875

  Increase (decrease) in cash and cash equivalents                          (71,457)    (1,733,042)        941,862
  Cash of subsidiary bought or sold                                               -         26,258               -
  Change in cash and cash equivalents included in net current assets
  of discontinued operations                                                      -              -          38,860

  Cash and cash equivalents at beginning of the period                       72,764      1,779,548         798,826
                                                                       -------------  -------------   -------------


  Cash and cash equivalents at end of the period                              1,307         72,764       1,779,548
                                                                       =============  =============   =============

  Supplementary disclosure:
     Interest paid                                                                -         13,791         115,831
                                                                       =============  =============   =============

     Income taxes paid                                                            -              -               -
                                                                       =============  =============   =============


  Supplemental schedule of non cash investing and financing activities:
     Non cash investing and financing activities:
       Conversion of debt to common stock                                     5,000              -         144,746
                                                                       =============  =============   =============
       Issuance of stock warrants                                           239,607        124,332               -
                                                                       =============  =============   =============
       Issuance of common stock for investment in ACIS                            -              -       2,155,000
                                                                       =============  =============   =============
       Issuance of common stock in conversion of Minority Interest                -              -       1,572,533
                                                                       =============  =============   =============
       Notes payable for capital lease                                            -              -          66,733
                                                                       =============  =============   =============
       Beneficial conversion feature of convertible debt                     64,993        120,977               -
                                                                       =============  =============   =============
</TABLE>


The accompanying notes are an integral part of these statements.


                                       28
<PAGE>
                         Simtrol, Inc. and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001



NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Simtrol, Inc., formerly known as VSI Enterprises, Inc., was incorporated in
Delaware in September 1988 and, together with its wholly-owned subsidiaries (the
"Company"), develops, markets and supports software based audio/visual control
systems and videoconferencing products that operate on PC platforms.

   1.    Accounting Estimates

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the reported amount of assets and liabilities and disclosures 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.   Principles of Consolidation

   The consolidated financial statements include the accounts of the Company and
   its wholly owned and majority-owned subsidiaries. All significant
   intercompany transactions and balances have been eliminated in consolidation.

    3.   Cash and Cash Equivalents

   For financial reporting purposes, the Company considers all highly liquid
   investments with an original maturity of three months or less to be cash
   equivalents.

    4.   Inventories

   Inventories consisted of videoconferencing system components and parts and
   were valued at the lower of cost (first-in, first-out method) or market. At
   December 31, 2002, the Company provided an obsolescence allowance of $296,953
   against its inventory as a result of certain significant customers declining
   to renew their maintenance contracts on videoconferencing equipment.

    5.      Property and Equipment

   Property and equipment are stated at cost. Depreciation is provided for in
   amounts sufficient to relate the cost of depreciable assets to operations
   over their estimated useful lives ranging from 3-10 years on a straight-line
   basis for financial reporting purposes and accelerated methods for tax
   reporting purposes.

    6.   Software Development Costs

   All software development costs are charged to expense as incurred until
   technological feasibility has been established for the product. Software
   development costs incurred after technological feasibility has been
   established are capitalized and amortized, commencing with product release,
   on a straight-line basis over three years or the useful life of the product,
   whichever is shorter. Accumulated amortization of software development costs
   was $1,861,040 and $1,583,416 at December 31, 2002 and 2001, respectively.
   Amortization expense charged to operations was $277,624, $208,218, and
   $25,696 for the years ended December 31, 2002, 2001 and 2000, respectively.
   The Company capitalized $0, $122,875, and $530,399 of software development
   costs in 2002, 2001 and 2000, respectively.


                                       29
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued

   7.    Investments

   Investments consisted of investments in equity securities and a 5% cost
   investment in another entity.

   The investment in equity securities consisted of 57,122 shares of PentaStar
   Communications, Inc. common stock, received in conjunction with the Company's
   sale of Eastern Telecom Inc. ("ETI") (see note C). The investment in equity
   securities was accounted for as available-for-sale and was stated at fair
   market value with unrealized gains and losses on this investment included in
   the shareholders' equity section of the balance sheet. On April 1, 2002,
   PentaStar was placed into receivership. As a result, at March 31, 2002, the
   company wrote off the remainder of the investment balance, $10,853, in
   accordance with Statement of Financial Accounting Standards ("SFAS") No. 115,
   Accounting for Certain Investments in Debt and Equity Securities, as
   management determined that the decline in the market value of this investment
   represented an impairment that was other than temporary. At December 31,
   2001, management had adjusted the cost basis of this investment and recorded
   a realized loss of $1,131,147 due to cash flow difficulties experienced by
   PentaStar during that year.

   On March 3, 2000, the Company issued 500,000 shares of its common stock in
   exchange for 250,000 shares of ACIS, Inc. ("ACIS"), representing
   approximately 5% of ACIS' common stock. ACIS is a Texas based, software
   technology Company, principally owned by the Company's previous Chief
   Technology Officer. ACIS is involved in the development of an advanced
   operating kernel to support the Company's new product architecture for
   PC-based device control. In further consideration of the Company's
   development contribution, ACIS granted the Company a warrant to acquire up to
   20% of ACIS' common stock at an exercise price of $2.00 per share. This
   option was exercisable by the Company any time through March 31, 2002. This
   investment in ACIS was recorded at cost of $2,302,000. On March 31, 2002, the
   option expired as the company chose not to exercise it.

   At December 31, 2001, as a result of continued inactivity in the operations
   of ACIS and the downturn in the technology industry as a whole, an impairment
   loss of $2,302,000 was incurred related to the write down of the Company's
   investment in ACIS to its estimated fair market value. SFAS No. 121,
   Accounting For The Impairment Of Long-Lived Assets and For Long-Lived Assets
   To Be Disposed Of, requires impairment losses to be recognized for long-lived
   assets when indicators of impairment are present and the undiscounted cash
   flows are not sufficient to recover the assets' carrying amount. The
   impairment loss is measured by comparing the fair value of the asset to its
   carrying amount. In accordance with SFAS No. 121, the impairment charge was
   taken when it was determined that sufficient time had passed since the
   initial investment in ACIS was made for management to adequately assess its
   value, which was December 31, 2001. No impairment charge was recorded in 2002
   or 2000.

   8.    Comprehensive Income (Loss)


   Comprehensive income (loss) includes the changes in equity resulting from
   transactions with non-owners for the periods reported. There were no
   additional components of comprehensive income in the year ended December 31,
   2002. For the period ended December 31, 2001 and 2000, the unrealized gain on
   investments was the only component of comprehensive income


                                       30
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued

9.       Revenue Recognition

Revenue consists of the sale of software control devices, videoconferencing
systems and related maintenance contracts on these systems. The Company sold two
different products during the presented periods: the PC-based software product
Ongoer and the older proprietary hardware and software product, Omega. Revenue
on the sale of hardware is recognized upon shipment. Revenue from Ongoer
software sales is recognized upon shipment as the company sells the product to
audiovisual integrators. Revenues from the sale and installation of Omega
systems in previous years were recognized upon completion of the installation.
The company did not install any Omega systems during the year ended December 31,
2002. Revenue on maintenance contracts is recognized over the term of the
related contract resulting in $235,416 and $625,583 of deferred revenue at
December 31, 2002 and 2001, respectively.

The Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") 101, Revenue Recognition in Financial Statements, in December 1999. SAB
101 summarizes certain of the SEC staff's views in applying accounting
principles generally accepted in the United States to revenue recognition in
financial statements. The Company has determined that they are in compliance
with SAB 101.

10.       Income Taxes

The Company accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
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
enacted tax rates applied to taxable income. The effect on deferred tax assets
and liabilities of a change in tax rates are recognized in income in the period
that includes the enactment date. A valuation allowance is provided for deferred
tax assets when it is more likely than not that the asset will not be realized.

11.       Stock Based Compensation

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." FAS 148 amends FAS 123 "Accounting
for Stock-Based Compensation" to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, FAS 148 amends the disclosure requirements
of FAS 123 to require more prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
additional disclosure requirements of FAS 148 which are effective for fiscal
years ending after December 15, 2002, has been adopted by the Company (see Note
I).

The Company has elected to continue to follow the intrinsic value method of
accounting as prescribed by Accounting Principles Board Opinion No. 25 (or APB
25), "Accounting for Stock Issued to Employees," to account for employee stock
options. Under APB 25, no compensation expense is recognized unless the exercise
price of the company's employee stock options is less than the market price of
the underlying stock on the date of grant. The Company has not recorded such
expenses in any of the periods presented as the options are granted with an
exercise price equal to the fair market value of the underlying stock on the
date of grant.


                                       31
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


NOTE A NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued

   12.    Net Loss Per Common Share

   Basic net earnings (loss) per share is computed by dividing net earnings
   (loss) available to common stockholders by the weighted average number of
   common shares outstanding during the period. Diluted net earnings (loss) per
   share gives effect to all potentially dilutive securities. There is no
   difference between basic loss per share and diluted loss per share for any
   period presented.

   The following securities could potentially dilute basic earnings per share in
   the future and were not included in the computation of diluted net loss per
   share because they would have been antidilutive for the periods presented:
<TABLE>
<CAPTION>

                                                                       2002             2001              2000
                                                                  --------------    -------------    --------------

<S>                                                                    <C>              <C>              <C>
     Common stock options                                              974,500          919,331          972,198
     Common stock warrants                                           3,149,963        2,198,714        1,788,714
                                                                     ---------        ---------        ---------

       Total securities                                              4,124,463        3,118,045        2,760,912
                                                                     =========       ==========        =========
</TABLE>


   13.    Fair Value of Financial Instruments

   Management believes that the carrying amounts of certain financial
   instruments, including cash and cash equivalents, accounts receivable,
   accounts payable and accrued expenses approximate their fair values as of
   each balance sheet date given the relatively short maturity of each of these
   instruments. The fair value of the Company's debt approximates fair value
   based on borrowing rates currently available to the Company for borrowings
   with comparable terms and conditions.

   14.   Advertising Expenses

   The Company expenses all advertising expenses as incurred. Advertising
   expenses for the years ended December 31, 2002, 2001, and 2000 were $0,
   $17,105 and $7,861, respectively.

   15.   Technological Change and New Products

   The market for the Company's products is characterized by rapidly changing
   technology, evolving industry standards and frequent product introductions.
   Product introductions are generally characterized by increased functionality
   and better videoconferencing picture quality at reduced prices. The
   introduction of products embodying new technology may render existing
   products obsolete and unmarketable. The Company's ability to successfully
   develop and introduce on a timely basis new and enhanced products that embody
   new technology, and achieve levels of functionality at a price acceptable to
   the market, will be a significant factor in the Company's ability to grow and
   to remain competitive. If the Company is unable, for technological or other
   reasons, to develop competitive products in a timely manner in response to
   changes in the industry, the Company's business and operating results will be
   materially and adversely affected.


                                       32
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001



NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- Continued

   15.   Technological Change and New Products

   Management periodically evaluates the realizability of its technology-related
   assets, including inventories and software development costs. Due to the
   termination of most of the maintenance contracts for the Omega systems and
   the company's focus on selling Ongoer software, the company provided an
   allowance against its remaining inventory of $296,953, at December 31, 2002.
   Management believes that no material impairment of the remaining software
   development costs existed at December 31, 2002. This balance is currently
   being amortized over a 36-month period and amortization began in April 2001.
   It is possible, however, that management's estimates may change in the near
   term due to technological, regulatory, and other changes in the Company's
   industry.


   16 - Debt Extinguishment

   Extraordinary gains in the amount of $148,915 for the year ended December 31,
   2002 were recorded as a result of debt extinguishments of $84,350 related to
   the company's inactive subsidiary, Integrated Network Services, Inc. (INS),
   and a $64,565 reduction of accounts payable to Glovicom, N.V., resulting from
   the exchange of the Company's warrant to purchase 19% of Glovicom for this
   amount.

   17 - Note and Lease Payable

   On July 31, 2002, the Company signed a 36-month lease to occupy approximately
   6,400 square feet of office space in Norcross, Georgia, beginning September
   1, 2002. Simultaneously, the Company signed a promissory note to AMB
   Property, L.P. in the amount of $229,165, for all unpaid rent through August
   31, 2002 at the former headquarters. In September 2002, the principal amount
   of the note was reduced to $215,246 to reflect the return of the company's
   deposit on its old office space. The note has an interest rate of 12% and
   requires monthly principal only payments beginning November 1, 2002. No
   payments were made on the note as of December 31, 2002. The lender has not
   declared the note in default at December 31, 2002. All interest will be
   waived if the company makes the 34 monthly principal payments in a timely
   fashion. The promissory note has a cross default provision to the lease on
   the new office space such that a default on the note would represent a
   default on the lease as well.

   A schedule of the maturities of the note and lease payable are as follows:
<TABLE>
<CAPTION>

   Year
   Ending
<S>                                                                      <C>
   2003 ................................................................ $    110,366
   2004 ................................................................       71,749
   2005 ................................................................       62,614
   2006 and thereafter................................                              -
                                                                         ------------
    Total .............................................................. $    244,729
                                                                         ============
</TABLE>


   18.   Reclassifications

   Certain amounts in the 2001 and 2000 financial statements have been
reclassified to conform to the current year presentation.

                                       33
<PAGE>

                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001

NOTE B - REALIZATION OF ASSETS

   The accompanying financial statements have been prepared in conformity with
   accounting principles generally accepted in the United States of America,
   which contemplate continuation of the Company as a going concern. However,
   the Company has incurred net losses of $2,289,787, $6,468,180, and $1,530,599
   for the years ended December 31, 2002, 2001, and 2000, respectively. In
   addition, at December 31, 2002, the Company's current liabilities exceed its
   current assets by $2,787,219 and the Company continues to use, rather than
   provide, significant cash in its operations for each of the years ended
   December 31, 2002, 2001, and 2000. These factors, amongst others, raise
   substantial doubt about the Company's ability to continue as a going concern.

   In view of the matters described in the preceding paragraph, recoverability
   of a major portion of the recorded asset amounts shown in the accompanying
   balance sheet is dependent upon continued operations of the Company, which in
   turn is dependent upon the Company's ability to obtain additional financing
   and succeed in its future operations. The financial statements do not include
   any adjustments relating to the recoverability and classification of recorded
   asset amounts or amounts and classification of liabilities that might be
   necessary should the Company be unable to continue in existence.

   In response to the matters described in the preceding paragraphs, management
   is exploring a variety of financing alternatives, including additional
   private placements of its stock and/or additional convertible debt.

NOTE C - DISCONTINUED OPERATIONS AND SALE OF SUBSIDIARIES

   On February 18, 2000, the Company and its network reselling subsidiary, VSI
   Network Solutions Inc., doing business as Eastern Telecom ("ETI"), entered
   into a definitive agreement to sell substantially all of the assets of ETI to
   PentaStar Communications, Inc., a Denver, Colorado based communications
   services agent. The definitive agreement was subject to, among other things,
   stockholder approval, which occurred at the Annual Meeting held on May 18,
   2000. The Company received initial consideration of approximately $1.8
   million in cash, $500,000 of which was held in escrow until specified
   accounts receivable had been collected. In addition, the Company received
   57,122 shares of PentaStar Communications, Inc. common stock, with a market
   value of $1,142,000. The sale of ETI resulted in a gain of $813,829. As a
   result of the decision to discontinue the Company's network reselling
   business, operating results for ETI for 2000 have been reclassified and
   reported as discontinued operations in accordance with Accounting Principles
   Board Opinion No. 30. Summary operating results of the discontinued network
   reselling and system integration operations are as follows:
<TABLE>
<CAPTION>

                                                       2002           2001               2000
                                                       ----           ----               ----
               Revenue:
<S>                                                 <C>           <C>
                 Network reselling                  $        -    $                  $ 2,181,341
                                                    -----------   ------------       ------------
               Costs and expenses:
                 Network reselling                           -              -          2,213,897
                                                    -----------   ------------       ------------

                 Income (loss) from discontinued    $        -    $         -        $   (32,556)
                 operations                         ===========   ============       ============

</TABLE>


                                       34
<PAGE>




                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001

NOTE C - DISCONTINUED OPERATIONS AND SALE OF SUBSIDIARIES - CONTINUED


   During the fourth quarter of 1998, the Company discontinued operations of its
   system integration subsidiary, Integrated Network Services, Inc ("INS") and
   in September 1999, INS filed for protection under Chapter 7 of the U.S.
   Bankruptcy Code. Assets and liabilities of the discontinued system
   integration operations are included in the consolidated balance sheets as
   assets and liabilities of discontinued operations and are made up as follows:
<TABLE>
<CAPTION>

                                                                2002          2001
                                                                ----          ----

<S>                                                                             <C>
                   Current assets of system integration            -            14,545
                   Current liabilities of system integration       -           (98,895)
                                                            --------------  -----------
                   Net current deficit of system integration     $ -       $   (84,350)
                                                            ==============  ============
</TABLE>



   As the final payments to the Trustee were made during 2002 in settlement of
   the suit noted above for INS, the assets and liabilities of the discontinued
   operation were written off in 2002 and the resulting gain was recorded as an
   extraordinary gain on extinguishments of debt.


 NOTE D - ACQUISITION

   On March 28, 2001, the Company acquired Quality Software Associates, Inc.
   (QSA), a custom programmer of audio/visual control systems. The purchase
   included the transfer of 45,454 shares of VSI common stock valued at $59,544
   for all of the outstanding shares of QSA.

   This acquisition has been accounted for using the purchase method of
   accounting. Accordingly, the various assets acquired and liabilities assumed
   have been recorded at their respective estimated fair values as of the date
   of acquisition. The results of operations of QSA have been included in the
   accompanying statements of operations since the date of acquisition.

   The following summarizes the allocation of the purchase price to the major
   categories of assets acquired and liabilities assumed for this acquisition:
<TABLE>
<CAPTION>

                                                                               Year Ended
                                                                              December 31,
                                                                                  2001
                                                                           --------------------
<S>                                                                        <C>
    Cash                                                                   $            26,258
    Accounts receivable                                                                168,263
    Computers and equipment                                                            106,082
                                                                               ----------------
      Total assets                                                                     300,603
                                                                               ----------------
    Liabilities
                                                                                       241,059
                                                                               ----------------
    Purchase Price                                                         $            59,544
                                                                               ================
</TABLE>


                                       35
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001



NOTE E - PROPERTY AND EQUIPMENT

   Property and equipment consist of the following as of December 31, 2002 and
2001:
<TABLE>
<CAPTION>

                                                                                          Estimated
                                                                                           Service
                                                                   2002          2001        Life
                                                                -------------------------------------

<S>                                                            <C>              <C>       <C>
         Machinery and equipment                                $  340,631   $ 1,789,002   3-10 years
         Furniture and fixtures                                     39,150       238,179     10 years
         Leasehold improvements                                     21,318        64,595      5 years
                                                                -----------  ------------
                                                                   401,099     2,091,776
         Less accumulated depreciation                            (253,640)   (1,885,376)
                                                                -----------  ------------

                                                                $  147,459   $   206,400
                                                                ===========  ============
</TABLE>

   Depreciation expense charged to continuing operations was approximately
   $105,861, $131,639 and $95,000 for the years ended December 31, 2002, 2001
   and 2000, respectively, and is included in selling, general and
   administrative expense in the accompanying consolidated statements of
   operations. In conjunction with the company's move to its new office in
   September 2002, the Company sold or scrapped the majority of its property and
   equipment. Proceeds from the disposal of the equipment were de minimis.


NOTE F - CONVERTIBLE DEBT

   In order to continue funding its operations, the Company issued a total of
   $760,000 of Convertible Debt to numerous private investors, including four
   members of the Board of Directors, at various times during 2002. The debt
   accrues interest at prime rate plus 1% and was due on December 31, 2002. The
   proceeds of this debt were utilized for working capital purposes. In
   conjunction with the issuance of the convertible debt, the Company issued
   760,000 common stock purchase warrants to the holders of the Debt. The Debt
   is convertible immediately into restricted shares of common stock of the
   Company at prices ranging from $0.47 to $0.79 per share, which represented
   the market prices of the company's traded common stock on the date of the
   issuances of the Debt. The warrants, which expire at various dates in 2007,
   are exercisable immediately at prices ranging from $0.47 to $0.79 per share,
   the market price of the company's traded common stock on the day the warrants
   were issued. Each warrant entitles the holder to purchase one common share of
   the restricted common stock of the Company. $5,000 of the Convertible Debt
   was exchanged for common shares at a rate of $0.24 per share on December 31,
   2002, while the remainder of the Debt was extended to various due dates
   throughout 2003. In conjunction with the extension of the debt, the
   conversion price of the debt was adjusted to $0.24 per share and the warrants
   granted at the origination dates of the notes also had their exercise prices
   adjusted to $0.24. As a result, the company will recognize approximately
   $58,000 as finance charges over the remaining terms of the notes to reflect
   the lowering of the warrant exercise price at December 31, 2002. In January
   2003, $735,000 of the convertible debt was converted to 3,204,083 shares of
   restricted common stock.

   In connection with the issuance of the convertible debt, $151,352 of the debt
   proceeds was allocated to the fair value of the warrants and $64,993 of the
   proceeds was allocated to beneficial conversion feature of the notes. In
   connection with the issuance of 760,000 stock purchase warrants to debt
   holders, the Company valued the warrants in accordance with SFAS No. 123,
   Accounting for Stock-Based Compensation utilizing the following assumptions:
   expected volatility of 85 %, risk free interest rate of 5.25%, and an
   expected term of two years, and allocated the proceeds to Capital Stock in
   accordance with APB 14, Accounting for Convertible Debt issued with Stock
   Purchase



                                       36
<PAGE>

                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001

   Warrants. For 2002, all of these amounts were expensed as financing costs
   relating to the amortization of the beneficial conversion feature and warrant
   value over the original term of the debt.

   During 2001, the Company issued $400,000 of Convertible Debt to two
   shareholders. The debt accrues interest at prime rate plus 1%, was originally
   due February 7, 2002 and is collateralized by all of the assets of the
   Company. The proceeds of this debt were utilized for working capital
   purposes. The Debt is convertible into shares of common stock of the Company
   at $0.49 per share. None of this debt has been converted as of December 31,
   2002. In conjunction with the issuance of the convertible debt, the Company
   issued 400,000 common stock purchase warrants to the holders of the Debt. The
   warrants, which expire at various dates in 2006, are exercisable immediately
   and entitle the holder to purchase one common share of the common stock of
   the Company at prices ranging from $0.46 to $0.53 per share. Also, the
   agreement called for the issuance of additional warrants to the debt holders
   for each 60 day extension period on the debt as follows: 100,000 warrants to
   each debt holder for the first 60 day extension and 60,000 warrants to each
   debt holder at the date of each subsequent 60 day extension. On February 7,
   2002, the debt holders granted a 60-day extension and as a result, the
   Company issued an additional 100,000 warrants, which entitle the debt holders
   to each purchase 100,000 shares of the Company's common stock at $0.49 per
   share. In conjunction with the issuance of these warrants to the shareholders
   on February 7, 2002, $88,254 was estimated as the fair value of the warrants
   and is being expensed over the remaining life of the debt. As of December 31,
   2002, this entire amount had been amortized as a finance charge. The
   shareholders agreed on February 7, 2002 to extend the due date of the loans
   until December 31, 2002. On December 31, 2002, the note holders agreed to
   extend the due date of the debt until December 31, 2003.

   In connection with the issuance of the convertible debt during 2001, $120,977
   of the debt proceeds was allocated to capital stock to recognize the
   beneficial conversion feature of the debentures. This debt discount is to be
   amortized to financing costs over the term of the debt. For the year ended
   December 31, 2001, $55,413 was expensed as financing costs relating to this
   amortization of the beneficial conversion feature and the remaining $65,564
   was expensed during 2002.

   In connection with the issuance of 400,000 stock purchase warrants to debt
   holders, the Company valued the warrants in accordance with SFAS No. 123,
   Accounting for Stock-Based Compensation utilizing the following assumptions:
   expected volatility of 132 %, risk free interest rate of 5.25%, and an
   expected term of five years, and allocated $124,332 of the proceeds to
   Capital Stock in accordance with APB 14, Accounting for Convertible Debt
   issued with Stock Purchase Warrants. This warrant value will be amortized to
   financing costs over the stated term of the debt. For the year ended December
   31, 2001, $83,186 was expensed as financing costs relating to the
   amortization of this fair value of the warrants.

   Additionally during 2001, the Company issued two shareholders 5,000 warrants
   each for various loans made to the Company. The warrants, which expire in
   2006, entitle the holders to purchase one common share of the common stock of
   the Company at $0.66 and $0.75 per share, respectively. The Company valued
   the warrants in accordance with SFAS No. 123, Accounting for Stock-Based
   Compensation utilizing the following assumptions: expected volatility of
   133%, risk free interest rate of 5.25%, and an expected term of five years,
   and expensed $6,196 as financing costs relating to this issuance.

   Effective August 31, 1999, the Company restructured its term note payable,
   which consisted of principal and accrued interest totaling $1,089,750. The
   Company paid $150,000 at closing, and the remaining balance of $939,750 was
   exchanged for a 7% Secured Convertible Debenture, due and payable on August
   31, 2000. In January and February 2000, the convertible debenture holder
   converted $144,747 of principal and interest into 216,945 shares of the
   Company's common stock. The Company paid the remaining balance of the
   convertible debenture on March 1, 2000 using the proceeds from the private
   placement (Note H).


                                       37
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


NOTE G - REDEEMABLE MINORITY INTEREST

   On August 31, 1999, the Company received $1,040,000 in proceeds from the sale
   of 16.0% of its ownership interest in its subsidiary, ETI. These minority
   shareholders had a put option, which gave them the right to put their ETI
   shares back to the Company at the price paid at the earlier of the sale of
   ETI or August 31, 2000. In conjunction with this transaction, the Company
   issued minority shareholders 780,000 warrants to purchase shares of common
   stock of the company at $0.50 per share and 260,000 warrants to purchase
   shares of common stock of the Company at $1.00 per share. These warrants have
   a term of five years, expiring on August 31, 2004 and were exercisable
   immediately. The Company valued these warrants at $223,600 using the
   Black-Scholes option-pricing model in accordance with SFAS No. 123,
   Accounting for Stock-Based Compensation utilizing the following assumptions:
   expected volatility of 117%, risk free interest rate of 6.09%, and an
   expected term of five years. The value of these warrants was amortized to
   interest expense over the period to the first date on which the shares of ETI
   were eligible to be put back to the Company, which was August 31, 2000.
   Interest expense related to these warrants was $149,067 for the year ended
   December 31, 2000.

   As a result of this transaction and the conversion of the term notes into
   shares of ETI, at December 31, 1999 the Company held a 64.5% majority
   ownership in ETI. On February 24, 2000, the Company exchanged 524,126 of its
   common shares for 240,265 shares of ETI held by the minority shareholders.
   The remaining minority interest shares were repurchased pursuant to the terms
   of the shareholders agreement at the time of the sale of ETI, which amounted
   to $709,722.


NOTE H - PRIVATE PLACEMENTS

   On August 5, 2002, the company completed the sale of 1,627,000 of its common
   shares for aggregate gross proceeds of $325,400, in a private placement of
   its stock to a limited number of accredited investors, including Board
   members. The share price was $0.20 per share. Offering costs totaled
   approximately $70,000. The proceeds of the offering were used to fund current
   operational and overhead expenses of the company during the year.
   Additionally, the company issued 291,667 shares of restricted common stock in
   December 2002 to a limited number of accredited investors, including two
   directors of the company. The share price was $0.24 and total proceeds were
   $70,000. The proceeds were used to fund current operational and overhead
   expenses of the company during the year.

   On February 24, 2000, the Company issued a private placement memorandum for
   the sale of up to 1,500,000 shares of the Company's stock at $3.00 per share.
   The Company received proceeds of $4,054,876 from the sale of 1,351,625 shares
   of common stock at $3.00 per share. Approximately $826,668 of these proceeds
   were used to repay the remaining balance of the 7% Secured Convertible
   Debenture held by Thompson Kernaghan & Co. Ltd. ("Kernaghan").


                                       38
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001



NOTE I - STOCK OPTIONS, WARRANTS, AND EMPLOYEE STOCK PURCHASE PLAN

   Stock Option Plan and Warrants

   The Company's board of directors and stockholders have approved stock option
   plans that cover up to 3,134,500 shares of common stock. The plan provides
   for the expiration of options ten years from the date of grant and requires
   the exercise price of the options granted to be at least equal to 100% of
   market value on the date granted. Stock option transactions are summarized
   below:
<TABLE>
<CAPTION>

                                                   2002                      2001                      2000
                                          ----------------------------------------------------------------------------
                                                        Weighted                 Weighted                  Weighted
                                                        Average                  Average                   Average
                                                        Exercise                 Exercise                  Exercise
                                            Shares       Price      Shares        Price        Shares       Price
                                            -------      ------     -------       ------       -------      -----

<S>                                            <C>       <C>           <C>        <C>            <C>      <C>
           Outstanding, beginning of year      919,331   $2.62         972,198    $ 2.75         530,695  $    3.01
             Granted                           340,000   $0.37         208,250     $1.43         754,500  $    2.59
             Exercised                             -        -         (30,031)     $0.70        (118,480) $    0.79

             Forfeited                       (284,831)   $ 2.88      (231,086)    $ 2.31       (194,517)  $    4.12
                                          ------------            ------------                 ---------
             Outstanding, end of year         974,500    $ 1.76       919,331     $ 2.62         972,198  $    2.75
                                          ============================================================================
</TABLE>

   The following table summarizes information about stock options outstanding at
December 31, 2002:
<TABLE>
<CAPTION>

                                              Options Outstanding                       Options Exercisable
                                                                                        --------------------
                              ----------------------------------------------------
                                                     Weighted
                                                     Average         Weighted                           Weighted
                  Range of          Number          Remaining        Average           Number           Average
                  Exercise      Outstanding at     Contractual       Exercise      Exercisable at       Exercise
                    Price         31-Dec-02         Life (Years)      Price           31-Dec-02          Price
                 ------------ -----------------  ------------------------------  -------------------   --------
<S>                <C>   <C>        <C>                <C>            <C>              <C>               <C>
                   $0.20-$1.00      541,500            5.74           $0.45            241,150           $0.52
                   $1.12-$2.00      173,250            7.37           $1.91            154,851           $1.90
                   $2.50-$4.25      194,750            7.40           $3.81            125,000           $3.77
                 $4.75 - $9.24      59,250             4.18           $5.26            59,250            $5.26
               $11.00 - $17.25       5,750             3.17           $13.88            5,750            $13.88
                              -----------------                                  -------------------
                                    974,500            6.25           $1.76            618,891           $2.19
                              =================        ====           =====      ===================     =====

</TABLE>

   In connection with the purchase of the outstanding notes payable and
   establishment of a line of credit during 1994, 62,500 common stock purchase
   warrants were granted to a director at an exercise price of $1.60 per share.
   These warrants expire in July 2004.

   On May 1, 1999, 325,000 purchase stock warrants were granted to officers of
   the Company at an exercise price of $0.53 per share. These warrants expire
   May 1, 2004 and vested through May 1, 2000. 45,000 of these warrants were
   exercised during 2000. Additionally, on August 17, 1999, 25,000 purchase
   stock warrants were granted to an officer of the Company at an exercise price
   of $0.43 per share. These warrants vested on January 1, 2000 and expire on
   August 17, 2004.


                                       39
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


NOTE I - STOCK OPTIONS, WARRANTS, AND EMPLOYEE STOCK PURCHASE PLAN - Continued

   Stock Option Plan and Warrants - Continued

   In connection with the purchase of outstanding notes payable and
   establishment of a line of credit in previous years, 62,500 common stock
   purchase warrants were granted to a director at an exercise price of $1.60
   per share. 6,250 of these warrants were exercised during 2000. These warrants
   expire in July 2004.

   The Company uses the intrinsic value method in accounting for its stock
   option plans and warrants granted to employees. In applying this method, no
   compensation cost has been recognized. Had compensation cost for the
   Company's stock option plans been determined based on the fair value at the
   grant dates for awards under those plans, the Company's net loss and loss per
   share would have resulted in the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                  2002              2001                2000
                                                              --------------    --------------      --------------
     Net loss:
<S>                                                       <C>               <C>                 <C>
       As reported                                        $    (2,289,787)  $    (6,468,180)    $    (1,530,599)
       Pro forma                                               (2,595,490)       (7,125,674)         (2,217,893)

     Net loss per common share:
       As reported                                        $         (0.14)  $         (0.42)    $         (0.11)
       Pro forma                                                    (0.16)            (0.47)              (0.15)
</TABLE>


   For purposes of the pro forma amounts above, the fair value of each option
   grant was estimated on the date of grants using the Black-Scholes options
   pricing model with the following weighted average assumptions used for grants
   in 2002, 2001 and 2000, respectively; expected volatility of 85%, 132.6% and
   125%, risk-free interest rates of 4.25 %, 4.75%-5.75% and 5.5%-5.88% and
   expected lives of 3-7 years for all periods presented.


   Employee Stock Purchase Plan

   The Company has an employee stock purchase plan ("Plan") that provides for
   the sale of up to 75,000 shares of common stock to eligible employees. The
   purchase price for shares of common stock purchased pursuant to the Plan is
   the lesser of: 85% of the fair market value of common stock on the first pay
   date or 85% of the fair market value of common stock on the last pay date of
   each plan period. The Board of Directors suspended the Plan in September
   1998. The Company has no current plans to reinstate the Plan.


                                       40
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001



   NOTE J - INCOME TAXES

   The Company's temporary differences result in a net deferred income tax asset
   which is reduced to zero by a related deferred tax valuation allowance,
   summarized as follows at December 31, 2002 and 2001:
<TABLE>
<CAPTION>

                                                                                   2002                2001
                                                                                   ----                ----
   Deferred income tax assets:
<S>                                                                          <C>                   <C>
     Operating loss carryforwards                                            $  15,787,000         $  14,304,000
     Loss on decline of market value of investment                                       0               435,000
     Nondeductible accruals and allowances                                         494,000               405,000
     Capitalized inventory costs                                                         0                63,000
     Tax credit carryforwards                                                      156,000               156,000
                                                                          --------------------- -----------------
   Gross deferred income tax assets                                             16,437,000            15,363,000
   Deferred income tax asset valuation allowance                               (16,437,000)          (15,321,000)
                                                                          ----------------      ----------------
       Net deferred income tax asset                                         $           0         $      42,000
                                                                             =============         =============

   Deferred income tax liabilities                                           $           0         $     (42,000)
                                                                             =============         =============

   Net deferred income tax                                                   $           -         $           -
                                                                             =============         =============

</TABLE>

   At December 31, 2002, the Company had net operating loss carryforwards for
   U.S. income tax purposes of approximately $41 million available to reduce
   future taxable income and approximately $156,000 of investment and research
   and experimental credits available to reduce future income taxes payable,
   which expire in varying amounts through the year 2022.

   The Company experienced a change in control, as defined under Section 382 of
   the Internal Revenue Code during calendar year 1993. As a result,
   approximately $7,000,000 of the available tax loss carryforwards will be
   limited to a maximum utilization of approximately $1,000,000 annually.

NOTE K- MAJOR CUSTOMERS

   Revenue from three customers comprised approximately 50% of consolidated
   revenues for the year ended December 31, 2002. At December 31, 2002, related
   accounts receivable from these companies comprised 42% of consolidated
   receivables.

   Revenue from five customers comprised approximately 66% of consolidated
   revenues for the year ended December 31, 2001. At December 31, 2001, related
   accounts receivable from these companies comprised 77% of consolidated
   receivables.

   Revenue from four customers comprised approximately 58% of consolidated
   revenues for the year ended December 31, 2000. At December 31, 2000, related
   accounts receivable from these companies comprised 30% of consolidated
   receivables.

   Management believes that concentration of credit risk with respect to trade
   receivables is minimal due to the composition of the customer base. The
   Company's customers are primarily large national and multinational companies
   and agencies of the U.S. government. Allowances are maintained for potential
   credit losses, and such losses have been within management's expectations.


                                       41
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001


   NOTE L - OPERATING SEGMENTS AND RELATED INFORMATION

   In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
   Enterprise and Related Information." This statement requires the disclosure
   of certain information regarding the Company's operating segments.

   Prior to 1998, the Company's three industry segments were made up of video
   conferencing, computer system integration and telephone network reselling.
   These industry segments were all operating in separate, one hundred percent
   owned, subsidiaries. In 1998, the Company discontinued operations of its
   computer system integration subsidiary. On May 18, 2000, the Company sold all
   of the assets of its network reselling subsidiary. These segments are
   included in discontinued operations in the accompanying consolidated balance
   sheets and statements of operations. As a result, at December 31, 2002, the
   Company is operating only in one segment.


   NOTE M - COMMITMENTS AND CONTINGENCIES

   Operating Leases

   The Company leases office space and equipment under noncancellable operating
leases expiring at various dates through 2007.

   The following is a schedule of future minimum lease payments required under
   operating leases that have remaining initial or noncancellable lease terms as
   of December 31, 2002:
<TABLE>
<CAPTION>

   Year
   Ending
<S>                                                                      <C>
   2003 ................................................................ $       71,096
   2004 ................................................................         76,566
   2005 ................................................................         60,792
   2006 ................................................................         24,746
   2007 ................................................................          1,488
   Thereafter ..........................................................             -
                                                                         ----------------
    Total .............................................................. $       234,688
                                                                         ================
</TABLE>

   Rent expense for the years ended December 31, 2002, 2001, and 2000 was
approximately $199,000, $305,000 and $292,000, respectively.

   NOTE N - LITIGATION

   In November 2000 the company was named as a defendant in a lawsuit filed by
   the bankruptcy trustee of VSI Network Services, Inc., a subsidiary of the
   Company that filed for Chapter 7 bankruptcy in 1999. This lawsuit, filed in
   the Northern District of Georgia, Atlanta Division was for an accounting and
   to seek recovery of alleged preferential transfers of funds. The lawsuit was
   seeking to recover approximately $740,000 in alleged preference payments from
   the Company. On September 24, 2001, this lawsuit was settled by agreeing to
   pay $32,000 to the bankruptcy trustee. This action has been dismissed. The
   company paid this settlement in full during 2002.


                                       42
<PAGE>



                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001

NOTE N - LITIGATION -CONTINUED

   The Company is involved in various claims and legal actions arising in the
   ordinary course of business. In the opinion of management, the ultimate
   disposition of these matters will not have a material adverse effect on the
   Company's financial position or results of operations.


NOTE O - QUARTERLY FINANCIAL DATA (UNAUDITED)

   The following summarizes certain quarterly results of operations (in
thousands, except per share data):
<TABLE>
<CAPTION>

                                                                 Quarters ended
                                                 ------------------------------------------------
                                                  March 31     June 30    Sept 30      Dec 31
                                                  --------     -------   --------      ------
                 Year ended December 31, 2002
<S>                                                     <C>          <C>      <C>        <C>
                 Net revenue                            $386         $374     $371       $163
                 Loss from operations                   (539)        (531)    (273)      (538)
                 Net loss                               (698)        (500)    (406)      (686)
                 Net loss per common share
                     Basic and Diluted                ($0.05)      ($0.03)  ($0.02)    ($0.04)

                                                                 Quarters ended
                                                 ------------------------------------------------
                                                  March 31     June 30     Sept. 30    Dec. 31
                                                  --------     -------     --------    -------
                 Year ended December 31, 2001
                 Net revenue                           $ 435         $549       $369     $546
                 Loss from operations                   (548)      (1,047)      (780)  (2,801)
                 Net loss                               (512)      (1,076)      (787)  (4,093)
                 Net loss per common share
                     Basic and Diluted                ($0.03)      ($0.07)    ($0.05)  ($0.27)
</TABLE>


NOTE P - RECENTLY ISSUED ACCOUNTING STANDARDS

 During June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business Combinations
(SFAS No. 141) and No. 142, Goodwill and Other Intangible Assets (SFAS No. 142).
SFAS No. 141 changed the accounting for business combinations, requiring that
all business combinations be accounted for using the purchase method and that
intangible assets be recognized as assets apart from goodwill if they arise from
contractual or other legal rights, or if they are separable or capable of being
separated from the acquired entity and sold, transferred, licensed, rented or
exchanged. SFAS No. 141 is effective for all business combinations initiated
after June 30, 2001. SFAS No. 142 specifies the financial accounting and
reporting for acquired goodwill and other intangible assets. Goodwill and
indefinite life intangible assets will not be amortized but rather will be
tested at least annually for impairment. SFAS No. 142 is effective for fiscal
years beginning after December 15, 2001. The adoption of these standards did not
have a material effect on the financial statements.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations. SFAS No. 143 addresses financial
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs and is
effective for the fiscal years beginning after June 15, 2002. Management does
not expect the impact of SFAS No. 143 to be material to the Company's
consolidated financial statements.


                                       43
<PAGE>

                         Simtrol, Inc. and Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 2002 and 2001

NOTE P - RECENTLY ISSUED ACCOUNTING STANDARDS -  CONTINUED


In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, and establishes a single accounting model for the impairment or
disposal of long-lived assets. SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001. The adoption of SFAS No. 144 did not have a
material impact on the Company's consolidated financial statements.

On May 1, 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 is effective for the Company's fiscal year beginning
October 1, 2002. Management does not expect the impact of SFAS No. 145 to be
material to the Company's consolidated financial statements.

On July 30, 2002, the FASB issued Statement of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146"), that is applicable to exit or disposal activities initiated after
December 31, 2002. This standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. This standard does not
apply where SFAS 144 is applicable.

In December 2002, EITF issued Issue 00-21, or "EITF 00-21," Accounting for
Revenue Arrangements with Multiple Deliverables. EITF 00-21 provides guidance on
determining whether a revenue arrangement contains multiple deliverable items
and if so, requires revenue be allocated among the different items based on fair
value. EITF 00-21 also requires that revenue on any item in a revenue
arrangement with multiple deliverables not delivered completely must be deferred
until delivery of the item is completed. The effective date of EITF 00-21 for
the Company will be July 1, 2003. The Company does not believe that the adoption
of EITF 00-21 will have a significant impact on its consolidated financial
statements.





                                       44
<PAGE>



               Report of Independent Certified Public Accountants
                                 on Schedule II



Board of Directors
Simtrol, Inc.

In connection with our audit of the consolidated financial statements of
Simtrol, Inc. and Subsidiaries referred to in our report dated May 16, 2003,
which is included in the annual report to security holders and incorporated by
reference in Part II of this form, we have also audited Schedule II for the
years ended December 31, 2002, 2001 and 2000. In our opinion, the schedule
presents fairly, in all material respects, the information required to be set
forth therein as of and for the years ending December 31, 2002, 2001 and 2000.

/s/ GRANT THORNTON LLP

Atlanta, Georgia
May 16, 2003




                                       45
<PAGE>



                          Simtrol, Inc and Subsidiaries

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>

                       Column A                           Column B        Column C        Column D       Column E
                       --------                           --------        --------        --------       --------
                                                                         Additions
                                                         Balance at      Charged to                      Balance at
                                                         Beginning       Costs and       Deductions       End of
                      Description                        of Period       Expenses     Describe (1)(2)     Period
                      -----------                        ----------      ---------    ----------------    ------
  Year ended December 31, 2002
<S>                                                         <C>               <C>
     Reserve for obsolete inventory                         $   826,585    $  242,303      $        0    $ 1,068,888
     Reserve for doubtful accounts receivable                   226,244                        10,974        215,270

  Year ended December 31, 2001
     Reserve for obsolete inventory                         $   618,656    $  211,138      $    3,209    $   826,585
     Reserve for doubtful accounts receivable                   244,630        (8,432)          9,954        226,244

  Year ended December 31, 2000
     Reserve for obsolete inventory                         $ 1,000,000    $  277,405      $  658,749    $   618,656
     Reserve for doubtful accounts receivable                   148,289       204,817         108,476        244,630
</TABLE>

(1)  - Obsolete items that have been disposed and accounts receivable write
     offs.

(2)  - Column C-2 "Charged to other accounts" has been omitted, as the response
     is "none".


                                       46
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosure matters
that are required to be described by Item 304 of Regulation S-K.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

BOARD OF DIRECTORS

Our Board of Directors consists of five directors. Our By-laws provide that the
Board of Directors shall consist of not less than three nor more than seven
members, the precise number to be determined from time to time by our Board of
Directors.

         Larry M. Carr. Mr. Carr, age 59, has served as a director since June
1994 and as our Chairman of the Board since January 1998. Mr. Carr founded
Nursefinders, Inc., a temporary services company in the healthcare industry, in
1974. Although Adia Services, Inc., acquired Mr. Carr's interest in this
company, Mr. Carr still owns and operates numerous Nursefinders franchises and
assists in the administration and management of several other franchises through
an entity known as Management Services, Inc. Mr. Carr is Chairman of the Board
of Northwest National Bank, located in Arlington, Texas, a director of Mobility
Electronics, Inc., of Scottsdale, Arizona, which designs, develops and markets
connectivity and remote peripheral interface technology and products and is a
director of several privately held companies, including OHA Financial, Inc.,
Trinity Airweights, LLC and Computerized Healthcare, Inc.

     Julia B. North. Ms. North, age 55, has served as a director for us since
October 1997. Ms. North served as President and Chief Executive Officer of
Simtrol, Inc. from October 1997 until her resignation in June 1999. Ms. North
served in various capacities with BellSouth Corporation from 1972 to October
1997, including as President of its Consumer Services Division. Ms. North is a
director of WinnDixie Stores, Inc., a food retailer, and MAPICS, Inc., a global
developer of extended enterprise applications. Ms. North received a bachelor
degree in mathematics from Baylor University and a masters from the
Massachusetts Institute of Technology in Management of Technology.

     Edward S. Redstone. Mr. Redstone, age 74, has served as a director for us
since July 1996. Mr. Redstone has been a private investor since 1994. From 1984
to 1994, he served as Chairman of the Board of Martha's Vineyard National Bank.
Mr. Redstone was a co-founder of National Amusements, which, among other things,
is the controlling stockholder of Viacom. Mr. Redstone also founded First
Bancorporation. Mr. Redstone is a graduate of Colgate University and the Harvard
Graduate School of Business Administration, where he received his MBA.

     Dallas S. Clement. Mr. Clement, age 37, has served as a director for us
since April 2001. Mr. Clement, has served as Senior Vice President, Strategy and
Development for Cox Communications, Inc. ("Cox") since August 2000. Prior to
that, he served as Vice President and Treasurer of Cox from January 1999 to July
2000. Mr. Clement joined Cox in 1990 as a Policy Analyst and was promoted to
Manager of Investment Planning in January 1993, Director of Finance in 1994, and
Treasurer in 1996. From April 1995 to December of 1996, Mr. Clement served as
Assistant Treasurer for Cox Enterprises, Inc. and Cox. Prior to joining Cox, Mr.
Clement held analyst positions with Merrill Lynch and the Program on Information
Resources Policy. Mr. Clement serves as a director of Lightspan, Inc. A graduate
of Harvard College with an A.B. in applied mathematics and economics, Mr.
Clement also holds an M.S. in engineering-economics systems from Stanford
University.

         Richard W. Egan.  See description in "Executive Officers" in Part I.

         There are no family relationships between any of our directors or
executive officers and any other of our directors or executive officers.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than 10% of our
outstanding common stock to file with the Securities and Exchange Commission


                                       47
<PAGE>

reports of changes in ownership of our common stock held by such persons.
Officers, directors and greater than 10% shareholders are also required to
provide us with copies of all forms they file under this regulation. To the best
of our knowledge, based solely on a review of the copies of such reports
furnished to us and representations that no other reports were required, during
the year ended December 31, 2002, all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% shareholders were
complied.

         Although it is not our obligation to make filings pursuant to Section
16 of the Securities Exchange Act of 1934, we have adopted a policy requiring
all Section 16 reporting persons to report monthly to our Chief Financial
Officer as to whether any transactions in our securities occurred during the
previous month.

Information with respect to executive officers is set forth under the caption
"Executive Officers" in Part I of this report.

Audit Committee Report

We have reviewed and discussed our audited financial statements for the year
ended December 31, 2002 with management and have discussed with Grant Thornton
LLP, certified public accountants, the independent auditors and accountants for
us, the matters required to be discussed by SAS 61 (Codification of Statements
on Auditing Standards, AU Section 380) with respect to those statements.

         We have received and reviewed the letter from Grant Thornton LLP
required by Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees) and have
discussed with Grant Thornton LLP its independence in connection with its audit
of our most recent financial statements. Based on this review and these
discussions, we recommended to the Board of Directors that these audited
financial statements be included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002.

Messrs. Redstone and Clement and Ms. North are independent, as defined in Rule
4200(a)(14) of the National Association of Securities Dealer's listing
standards.

         The information in the foregoing paragraphs shall not be deemed to be
soliciting material, or be filed with the SEC or subject to Regulation 14A or
14C or to liabilities of Section 18 of the Securities Act, nor shall it be
deemed to be incorporated by reference into any filing under the Securities Act
or the Exchange Act, except to the extent that we specifically incorporate these
paragraphs by reference.

Mr. Edward S. Redstone
Ms. Julia B. North
Mr. Dallas S. Clement


                                       48
<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION.

The following table provides certain summary information for the fiscal years
ended December 31, 2002, 2001, and 2000 concerning compensation paid or accrued
by us to or on behalf of our Chief Executive Officer and our other executive
officers whose total annual salary and bonus exceeded $100,000 during the year
ended December 31, 2002 (the "Named Executive Officers"):

Summary Compensation Table
<TABLE>
<CAPTION>

                                                                                                                  Long Term
                                                          Annual Compensation                                     Compensation
                                                          -----------------------------------------------------   ---------------
                                                                                                                  Number of
                                                                                                                  Options or
                                                                                              Other Annual        Warrants Awarded
Name and Principal Position              Year             Salary             Bonus            Compensation
-------------------------------------    -------------    ---------------    ------------     -----------------   -----------------

<S>                                      <C>              <C>                <C>                  <C>                       <C>
Richard W. Egan                          2002             $115,000           $         -          $         -               60,000
Chief Executive Officer (1)              2001             $130,000(1)        $     1,250          $         -                    -
                                         2000             $127,765(1)        $    10,421          $        205             150,000
</TABLE>


Mr. Egan was named Chief Executive Officer on May 18, 2000. (1) Includes sales
commissions of $0 in 2002, $0 in 2001, and $1,377 in 2000.

Directors' Fees

Our present policy does not provide for any cash compensation to non-employee
directors or for our employees for their services as directors. Each of our
non-employee directors receives an automatic grant of options to purchase 15,000
shares of common stock on each July 5 under the terms of our Stock Option Plans.
Each non-employee director was granted 15,000 shares on July 5, 2002 under our
2002 Stock Option Plan. Our board non-employee board members do not receive any
other form of compensation.

In addition, all new non-employee directors receive a onetime grant of an option
to purchase 5,000 shares of our common stock at an exercise price equal to the
fair market value of such stock on the date of grant. Such options expire,
unless previously exercised or terminated, ten years from the date of grant.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is currently comprised of
Larry M. Carr, Edward S. Redstone and Julia B. North. None of the members of the
Compensation Committee served as an officer or employee of Simtrol or any of our
subsidiaries during 2002. Except as set forth below, there were no material
transactions between the Company and any of the members of our Compensation
Committee during 2002.



                                       49
<PAGE>


The following table indicates the options granted to named executive officers
during 2002.

<TABLE>
<CAPTION>


                            OPTION/SAR GRANTS IN 2002
                                                                                           Potential
                                                                                        realizable value
                                                                                       at assumed annual
                                                                                         rates of stock
                                                                                             price
                                                                                        appreciation for
                                           Individual grants                              option term
                                                  Percent of
                                    Number of       total      Exercise
                                   securities    options/SARs  of base
                       Name        underlying     granted to   price       Expiration
                                   option/SARs   employees in    ($/Sh)       date
                                   granted (#)   fiscal year


                       (a)            (b)             (c)        (d)          (e)
                                                                                        5% ($)   10% ($)
                                                                                          $         $
                                                                                         (f)        (g)

<S>                                <C>          <C>             <C>        <C> <C>      <C>      <C>
                 Richard Egan      50,000       14.7            $0.48      5/6/2012     $15,093  $38,250

                 Richard Egan     10,000        2.9            $0.20       7/25/2012    $1,258   $3,187
</TABLE>




The following table provides certain information concerning the value of
unexercised warrants and unexercised options held by the Named Executive
Officers under our Stock Option Plans as of December 31, 2002. No options or
warrants were exercised by any of the Named Executive Officers during 2002.
<TABLE>
<CAPTION>

                                         Number of Unexercised Options or          Value of Unexercised In-the-Money
                                         Warrants at                               Options and Warrants at Fiscal Year
                             Fiscal Year End End (a)
                                         --------------------------------------    -------------------------------------
Name                                     Exercisable         Unexercisable         Exercisable         Unexercisable
-------------------------------------    ----------------    ------------------    ---------------     -----------------

<S>                                         <C>                       <C>                    <C>                 <C>
Richard W. Egan                             170,001                   110,000                $0                  $0
</TABLE>




(a) Dollar values were calculated by determining the difference between the fair
market value of the Company's stock at 12/31/02 ($0.20 per share) and the
exercise prices of the options and warrants.



                                       50
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


         The following table sets forth certain information regarding the
beneficial ownership of our common stock as of May 31, 2003 by (i) each person
known by us to be the beneficial owner of more than five percent (5%) of the
outstanding common stock; (ii) each of our directors; (iii) the Named Executive
Officers (as defined herein); and (iv) all of our directors and executive
officers as a group.
<TABLE>
<CAPTION>

                                                         Shares Beneficially Owned(1)
Name of Beneficial Owner                                                                        Percent of Class
----------------------------------------------------    -------------------------------     --------------------------

<S>                                                             <C>       <C>                          <C>
Larry M. Carr                                                   4,847,888 (2)                          20.47%
Julia B. North                                                     72,246 (3)                          *
Edward S. Redstone                                              2,525,301 (4)                          13.20%
Richard W. Egan                                                   231,497 (5)                         1.07%
Dallas S. Clement                                                 288,212 (6)                         1.34%

All directors and executive officers
as a group (5 persons)                                         10,150,2521 (7)                         39.12%
-------------------------------
</TABLE>

*Less than 1% of outstanding shares.

(1)      "Beneficial Ownership" includes shares for which an individual,
         directly or indirectly, has or shares voting or investment power or
         both and also includes warrants and options that are exercisable within
         60 days of May 31, 2003. All of the listed persons have sole voting and
         investment power over the shares listed opposite their names unless
         otherwise indicated in the notes below. Beneficial ownership as
         reported in the above table has been determined in accordance with Rule
         13d-3 of the Securities Exchange Act of 1934. The percentages are based
         on 21,371,202 shares outstanding as of May 31, 2003, 2,586,308 shares
         issuable to executive officers and directors upon the exercise of
         warrants, 1,666,667 shares issuable to executive officers and directors
         upon the conversion of certain debt, and 373,751 options that will
         become exercisable by executive officers and directors within 60 days
         of May 31, 2003.

 (2)     Consists of 2,374,100 shares held directly, 133,750 shares of common
         stock subject to stock options that are exercisable within 60 days of
         May 31, 2003, 833,333 shares subject to conversion of certain debt, and
         840,037 shares of common stock subject to presently exercisable common
         stock Purchase Warrants. Also includes 166,667 shares and 500,000
         shares subject to warrants held in the name of OHA Financial, on which
         Mr. Carr serves as Chairman of the Board; Mr. Carr disclaims beneficial
         ownership of these shares. Mr. Carr's address is 2619 Hemingway Drive,
         Arlington, Texas 76006-3201.

(3)      Consists of 7,245 shares held directly, 5,001 shares of common stock
         issuable upon the exercise of warrants, and 60,000 options that are
         exercisable within 60 days of May 31, 2003. Ms. North's address is 2200
         Norcross Parkway, Norcross, GA 30071.


                                       51
<PAGE>

(4)      Consists of 2,699,201 shares held directly, 20,000 shares of common
         stock subject to stock options that are exercisable within 60 days of
         May 31, 2003, 1,177,519 shares of common stock issuable upon the
         exercise of warrants, 833,334 shares of stock subject to conversion of
         certain debt, and 625 shares owned by Mr. Redstone's spouse. Mr.
         Redstone's address is 222 Merrimack Street, Suite 210, Lowell,
         Massachusetts 01852.

(5)      Consists of 57,745 shares held directly, 13,751 shares of common stock
         issuable upon the exercise of warrants, 12,987 shares subject to
         conversion of certain debt, and 160,001 options that are exercisable
         within 60 days of May 31, 2003. Mr. Egan's address is 2200 Norcross
         Parkway, Norcross, GA 30071.

(6)      Consists of 218,212 shares owned directly, 50,000 shares issuable upon
         exercise of warrants, and 20,000 shares of common stock subject to
         stock options that are exercisable within 60 days of May 31, 2003. Mr.
         Clement's address is 2200 Norcross Parkway, Norcross, GA 30071.

(7)      Includes shares held by executive officers and directors. Shares
         beneficially owned by more than one officer or director are not counted
         twice. Includes shares of stock subject to conversion of certain debt
         and common stock subject to options and warrants that are exercisable
         within 60 days of May 31, 2003.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         During 2002, the Company issued $272,500 each of Convertible Debt to
Messrs. Carr and Redstone. The debt accrues interest at prime rate plus 1% and
was originally due December 31, 2002. The proceeds of this debt were utilized
for working capital purposes. The Debt was convertible into shares of common
stock of the Company at prices ranging from $0.22 to $0.79 per share. None of
this debt has been converted as of December 31, 2002. In conjunction with the
issuance of the convertible debt, the Company issued 272,500 common stock
purchase warrants to the holders of the Debt. The warrants, which expire at
various dates in 2007, are exercisable immediately and entitle the holder to
purchase one common share of the common stock of the Company at prices ranging
from $0.22 to $0.79 per share. We received an extension to January 31, 2002 on
the note effective December 31, 2002. At that time, the conversion price of the
note and the exercise prices of the warrants were changed to $0.24 per share.
Messrs. Carr and Redstone converted their notes and all accrued interest into
2,371,757 shares of restricted common stock on January 15, 2003.

         On December 31, 2002 Messrs. Carr and Redstone agreed to extend the due
dates of their $200,000 convertible notes originated in 2001 to December 31,
2003 from the original due dates of December 31, 2002. The conversion price of
the notes was adjusted from their original $0.49 per share price to $0.24 per
share. The notes had been previously extended from their original due dates of
February 7, 2001 in exchange for the issuance of 100,000 additional warrants
each on that date. The exercise price of all warrants issued in conjunction with
these notes was adjusted to $0.24 per share on December 31, 2002 in exchange for
the extension of the due date. These notes are collateralized by all of the
assets of the company.

         During 2002, the Company issued $50,000 of Convertible Debt to Mr.
Clement. The debt accrues interest at prime rate plus 1% and was originally due
December 31, 2002. The proceeds of this debt were utilized for working capital
purposes. The Debt was convertible into shares of common stock of the Company at
$0.79 per share. Mr. Clement agreed to extend the note to January 31, 2003 from
the original due date of December 31, 2002, at which time the exercise price of
the 50,000 warrants granted in conjunction with the note and the conversion
price of the note were both adjusted to $0.24 per share. The warrants, which
expire in 2007, are exercisable immediately and entitle the holder to purchase
one share of stock. Mr. Clement converted the note payable and all accrued
interest to 218,212 shares of restricted common stock on January 15, 2003.

         During 2002, the Company issued $10,000 of Convertible Debt to Mr.
Egan. The debt accrues interest at prime rate plus 1% and was originally due
December 31, 2002. The proceeds of this debt were utilized for working capital
purposes. The Debt was convertible into shares of common stock of the Company at
$0.79 per share. Mr. Egan agreed to extend the note to January 31, 2003 from the
original due date of December 31, 2002, at which time the exercise price of the
10,000 warrants granted in conjunction with the note and the conversion price of
the note were both adjusted to $0.24 per share. The warrants, which expire in
2007, are exercisable immediately and entitle the holder to purchase one share
of stock. Mr. Egan converted the note payable and all accrued interest to 43,750
shares of restricted common stock on January 10, 2003.


                                       52
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

     We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company's Securities Exchange
Act reports is recorded, processed, summarized, and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, as ours are
designed to do, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

     During the 90-day period prior to the date of this report, an evaluation
was performed under the supervision and with the participation of our Company's
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based upon that evaluation, the Chief Executive Officer
and the Chief Financial Officer concluded that our disclosure controls and
procedures were effective. Except as discussed in the following paragraph,
subsequent to the date of this evaluation, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls.

     In connection with its audit of the Company's consolidated financial
statements as of and for the year ended December 31, 2002, Grant Thornton LLP
advised the Company's management and its Audit Committee that it had identified
a deficiency in internal controls, which was designated a "material weakness."
The material weakness indicated that there was inadequate segregation of duties
within the Company's accounting function. The Company believes this resulted
from continued cost cutting efforts, which resulted in the termination of
various accounting personnel during 2002 and 2003. Management believes that
sufficient compensating controls have been implemented to minimize the risks
associated with this material weakness, including additional Chief Executive
Officer and Board of Directors oversight.


ITEM 15. PRINCIPAL ACCOUNTANTS FEES

         Audit Fees. The aggregate fees billed by Grant Thornton LLP for
professional services rendered for the audit of the Company's annual financial
statements for the years ending December 31, 2002 and 2001 and the review of the
financial statements included in the Company's Form 10-Qs for those years were
$51,090 and $61,500.

         Audit-Related Fees. There were no fees charged during 2002 and 2001 for
audit-related services.

         Tax Fees. The aggregate fees for tax compliance, tax advice, and tax
planning provided in 2002 and 2001 by Grant Thornton LLP were $15,800 and
$25,026.

     All Other Fees. During 2002 and 2001, Grant Thornton LLP did not provide
any other products or services.

         The Audit Committee does not believe that the provision of the
non-audit services to be incompatible with maintaining the independence of Grant
Thornton.

                                     PART IV

ITEM 16.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) 1. Financial Statements.

         The following financial statements and accountant's report have been
filed as Item 8 in Part II of this report:

     Report of Independent Certified Public Accountants

     Consolidated Balance Sheets as of December 31, 2002 and December 31, 2001

     Consolidated Statements of Operations for Years Ended December 31, 2002,
     2001 and 2000

     Consolidated Statements of Stockholders' Equity for Years Ended December
     31, 2002, 2001 and 2000

     Consolidated Statements of Cash Flows for Years Ended December 31, 2002,
     2001 and 2000

     Notes to Consolidated Financial Statements

                                       53
<PAGE>

           2.  Financial Statement Schedules

The following financial statement schedule of Simtrol, Inc. for the years ended
December 31, 2002, 2001 and 2000 is included pursuant to Item 8:

         Report of Independent Certified Public Accountants on Schedule II

         Schedule II: Valuation and Qualifying Accounts

           3. Exhibits.

The following exhibits are filed with or incorporated by reference into this
report. The exhibits which are denominated by an asterisk (*) were previously
filed as a part of, and are hereby incorporated by reference from either (i) the
Post-Effective Amendment No. 1 to the Company's Registration Statement on Form
S-18 (File No. 33-27040-D) (referred to as "S-18 No. 1"), (ii) Post-Effective
Amendment No. 2 to the Company's Registration Statement on Form S-18 (File No.
33-27040-D) (referred to as "S-18 No. 2"), (iii) Post-Effective Amendment No. 3
to the Company's Registration Statement on Form S-18 (File No. 33-27040-D)
(referred to as "S-18 No. 3"); (iv) the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1992 (referred to as "1992 10-Q"); (v) the
Company's Annual Report on Form 10-K for the year ended March 31, 1993 (referred
to as "1993 10-K"); (vi) the Company's Registration Statement Form S-1 (File No.
33-85754) (referred to as "S-1"); (vii) the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (referred to as "1994 10-K"); (viii) the
Company's Annual Report on Form 10-K for the year ended December 31, 1995
(referred to as "1995 10-K"); (ix) the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997 (referred to as "1997 10-Q"); (x) the
Company's Annual Report on Form 10-K for the year ended December 31, 1996
(referred to as "1996 10-K"); (xi) the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, as amended (referred to as "1998 10-K/A"),
(xii) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999 (referred to as "March 1999 10-Q"), (xiii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999 (referred to as "June
1999 10-Q"), (xiv) the Company's Form S-8 Registration Statement (File No.
333-18239), (referred to as "Warrant Plan S-8"), (xiii) the Company's Form S-8
Registration Statement (File No. 333-18237), (referred to as "Option Plan S-8"),
(xv) the Company's Current Report on Form 8-K dated August 31, 1999 (referred to
as "1999 8-K"), (xvi) the Company's Registration Statement on Form S-3 amended
January 31, 1999 ("1999 S-3"), (xvii) the Company's Annual Report on Form 10-K
for the year ended December 31, 1999, as amended (referred to as "1999 10-K/A"),
and (xviii) the Company's Definitive Proxy Statement filed under Schedule 14A on
April 21, 2000 (referred to as "2000 Proxy Statement").


EXHIBIT NO.                   DESCRIPTION OF EXHIBIT

     *3.1 Certificate of Incorporation, including Certificate of Stock
          Designation dated September 25, 1990, and amendments dated December
          26, 1990, August 19, 1991 and October 17, 1991 (S-18 No. 3, Exhibit
          3-1)




     *3.2 Amended Bylaws of the Registrant as presently in use (S-18 No. 1,
          Exhibit 3.2)


     *3.3 Certificate of Amendment to Certificate of Incorporation filed on
          February 10, 1993 (1992 10-Q)



     *3.6 Certificate of Amendment to Certificate of Incorporation filed on
          February 13, 1995 (1994 10-K)



     *3.7 Certificate of Amendment to Certificate of Incorporation filed on
          September 8, 1995 (1995 10-K)



     *3.9 Certificate of Amendment of Certificate of Incorporation filed on
          January 13, 1999 (1998 10-K/A)


                                       54
<PAGE>

     *3.10 Certificate of Amendment to Certificate of Incorporation filed on
          June 28, 1999 (June 1999 10-Q)


     *10.3 1991 Stock Option Plan (S-18 No. 2, Exhibit 10.1(a))


     *10.3.1 Amendment No. 1 to 1991 Stock Option Plan (1993 10-K)


     *10.3.2 Amendment No. 2 to 1991 Stock Option Plan (S-1)

     *10.3.3 Amendment No. 3 to 1991 Stock Option Plan (S-1)


     *10.3.4 Amendment No. 4 to 1991 Stock Option Plan (Option Plan S-8, Exhibit
          4.5)


     *10.3.5 Amendment No. 5 to 1991 Stock Option Plan

     *10.4 1995 Performance Warrant Plan (Warrant Plan S-8, Exhibit 4.1)


     *10.5 Employment Agreement dated August 4, 1997, by and between the
          Registrant and Judi North (1997 10-Q)

     *10.6 Consulting Agreement dated May 1, 1999 by and between the Registrant,
          Taconic Partners, L.L.C., and Richard Harrison (June 1999 10-Q)


     *10.7 1994 Employee Stock Purchase Plan (1994 10-K)

     *10.8 Promissory Note, dated November 18, 1999, issued to Thomson Kernaghan
          & Co., Ltd. in the principal amount of $900,000 (1998 10-K/A)


     *10.9 Assignment of Security Interest in Patents, dated November 18, 1999,
          by and between the Registrant and Thomson Kernaghan & Co., Ltd. (1998
          10-K/A)


     *10.10 Receivable Sale Agreement, dated October 8, 1998, by and between VSI
          Network Solutions, Inc. and RFC Capital Corporation (1998 10-K/A)


     *10.11 Promissory Note Restructuring Agreement, dated as of August 31,
          1999, by and between VSI Enterprises, Inc. and Thomson Kernaghan &
          Co., Ltd. (1999 8-K)

     *10.12 7% Secured convertible Debenture, dated August 31, 1999, issued to
          Thomson Kernaghan & Co., Ltd. in principal amount of $1,089,750 (1999
          8-K)


     *10.13 Stock Pledge Agreement, dated as of August 31, 1999, by and among
          VSI Enterprises, Inc., Thomson Kernaghan & Co., Ltd., the secured
          parties named therein, and Jackson Walker L.L.P., as Depositary Agent
          (1999 8-K)


                                       55
<PAGE>

     *10.14 License Agreement between ACIS, Inc. and the Registrant dated
          September 9, 1999 (1999 S-3)


     *10.15 Strategic Investment Agreement between the ACIS, Inc. and the
          Registrant dated September 9, 1999 (1999 S-3)


     *10.16 Stock Purchase Agreement dated as of September 28, 1999, by and
          among the Registrant, Paul D'Haeyer and Walter De Rop and
          Videoconferencing Systems, n.v. (1999 10-K/A)


     *10.17 Securityholders Agreement dated September 30, 1999, by and among the
          Registrant, Paul D'Haeyer, and Walter De Rop (1999 10-K/A)

     *10.18 Warrant Agreement dated September 30, 1999 issued to Registrant by
          Videoconferencing Systems, n.v. (1999 10-K/A)


     *10.19 Form of Subscription Agreement used in connection with Registrant's
          private placement that closed March 2000 (1999 10-K/A)

     *10.20 Purchase Agreement among PentaStar Communications, Inc., OC Mergerco
          4, Inc. and the Registrant dated February 18, 2000 (2000 Proxy
          Statement)

     *10.21 First Amendment and Modification of ACIS, Inc. warrant agreement
          dated September 7, 2001

     *10.22 ACIS Technology License Agreement between ACIS, Inc. and the
          Registrant dated September 27,2001

     *10.23 Promissory Note dated November 9, 2001 by and between Simtrol, Inc.
          and Larry Carr

     *10.24 Promissory Note dated November 9, 2001 by and between Simtrol, Inc.
          and Edward S. Redstone

     *21.1 Subsidiaries of the Registrant (1996 10-K)

     23.1 Consent of Grant Thornton LLP

     99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Richard W.
          Egan, the President and Chief Executive Officer of Simtrol, Inc. on
          June X, 2003.

     99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Stephen
          Samp, the Chief Financial Officer of Simtrol, Inc. on June X, 2003.

     99.3 Code of Business Conduct and Ethics

(b) Reports on Form 8-K.

           There were no reports on Form 8-K filed during the quarter ended
           December 31, 2002. .


                                       56
<PAGE>



                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.

                                  SIMTROL, INC.


                          By:  /s/ Richard W. Egan
                            ---------------------------------------------------
Date:  June 20, 2003              Richard W. Egan, Chief Executive Officer

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons in the following capacities have signed this report below on
the dates indicated.
<TABLE>
<CAPTION>

    Signature                                        Title                              Date


<S>                                                                                          <C> <C>
  /s/ Larry M. Carr                                  Chairman of the Board              June 20, 2003
  ------------------------------------------
     Larry M. Carr


  /s/ Richard W. Egan                                Chief Executive Officer            June 20, 2003
  ------------------------------------------
      Richard W. Egan


  /s/ Stephen N. Samp                                Chief Financial Officer            June 20, 2003
  ------------------------------------------
      Stephen N. Samp                                (Principal Financial and
                                                     Accounting Officer)

  /s/ Dallas S. Clement                              Director                           June 20, 2003
  ------------------------------------------
      Dallas S. Clement


  /s/ Julia B. North                                 Director                           June 20, 2003
  ------------------------------------------
      Julia B. North


  /s/ Edward S. Redstone                             Director                           June 20, 2003
  ------------------------------------------
      Edward S. Redstone

</TABLE>

CERTIFICATIONS OF PERIODIC REPORT
 PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

CERTIFICATIONS

I, Richard W. Egan, certify that:

1. I have reviewed this annual report on Form 10-K of Simtrol, Inc.
("Registrant"):

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;


                                       57
<PAGE>

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
that could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                        Date:  June 20, 2003

                                        /s/  Richard W. Egan
                                        ------------------------------------
                                        Richard W. Egan, Chief Executive Officer


I, Stephen N. Samp, certify that:

1. I have reviewed this annual report on Form 10-K of Simtrol, Inc.
("Registrant"):

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and


                                       58
<PAGE>

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
that could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                        Date:  June 20, 2003

                                        /s/  Stephen N. Samp
                                        ------------------------------------
                                        Stephen N. Samp, Chief Financial Officer


Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




Board of Directors
Simtrol, Inc.

We hereby consent to the incorporation by reference of our reports dated May 16,
2003, appearing in your Annual Report on Form 10-K for the year ended December
31, 2002, in the Company's previously filed Registration Statements, file
numbers 33-44036, 33-44035, 33-55094, 33-56856, 33-72512, 33-81314, 333-728,
33-85754, 333-15123, 333-18237, 333-18239, 333-30597, 333-44407, 333-48635, and
333-83035, 333-87561, and 333-35578.




Atlanta, Georgia
June 20, 2003


                                       59
<PAGE>

Exhibit 99.1

CERTIFICATION

                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


         Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, and in connection with the annual report on
Form 10-K of Simtrol, Inc. (the "Company") for the year ended December 31, 2002,
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, Richard W. Egan, the President and Chief Executive
Officer of the Company, hereby certifies that (1) the Report fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, and (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

         This Certification is signed on June 20, 2003.


                                 /s/  Richard W. Egan
                                 -------------------
                                 Richard W. Egan
                                 President and Chief Executive Officer

Exhibit 99.2

CERTIFICATION

                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


         Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, and in connection with the quarterly report
on Form 10-Q of Simtrol, Inc. (the "Company") for the year ended December 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned, Stephen Samp, the Chief Financial Officer of
the Company, hereby certifies that (1) the Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and (2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

         This Certification is signed on June 20, 2003.

                                  /s/  Stephen Samp
                                  -----------------
                                  Stephen Samp
                                  Chief Financial Officer


Exhibit 99.3

                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees of Simtrol, Inc. (the
"Company"). All of our employees must conduct themselves accordingly and seek to
avoid even the appearance of improper behavior. This Code should also be
provided to and followed by the Company's agents and representatives, including
consultants.

If a law conflicts with a policy in this Code, you must comply with the law;
however, if a local custom or policy conflicts with this Code, you must comply
with the Code. If you have any questions about these conflicts, you should ask
your supervisor how to handle the situation.


                                       60
<PAGE>

Those who violate the standards in this Code will be subject to disciplinary
action. If you are in a situation that you believe may violate or lead to a
violation of this Code, follow the guidelines described in Section 16 of this
Code.

1.       Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which the
Company's ethical standards are built. All employees must respect and obey the
laws, rules and regulations of the cities, states and countries in which we
operate. Although not all employees are expected to know the details of these
laws, it is important to know enough to determine when to seek advice from
supervisors, managers or other appropriate personnel.
The Company holds information and training sessions to promote compliance with
laws, rules and regulations, including insider-trading laws.

2.       Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in
any way with the interests of the Company. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. You should avoid any
direct or indirect business connection with our customers, suppliers or
competitors, except on our behalf. Under no circumstances is an employee to deal
directly or indirectly with the Company except with the prior approval of the
Company's Chief Executive Officer, given after full disclosure of all the
circumstances.
Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with higher
levels of management. Any employee, officer or director who becomes aware of a
conflict or potential conflict should bring it to the attention of the Company's
Chief Financial Officer and consult the procedures described in Section 16 of
this Code.

Officers and certain other employees of the Company may be required to submit an
annual statement disclosing actual and potential conflicts of interest.

3.       Insider Trading

Employees who have access to confidential information are not permitted to use
or share that information for stock trading purposes or for any other purpose
except the conduct of our business. All non-public information about the Company
should be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. If you have any questions, please consult the Company's Chief Financial
Officer.

4.       Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises. Without
limiting the generality of the foregoing, employees, officers and directors
should avoid speculation or dealing in any kind of service or real or personal
property in a market or during a period that the Company may be purchasing or
dealing in services or property of the same or a similar kind.


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5.       Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.

To maintain the Company's valuable reputation, compliance with our quality
processes and safety requirements is essential. In the context of ethics,
quality requires that our products and services be designed and manufactured to
meet our obligations to customers. All inspection and testing documents must be
handled in accordance with all applicable regulations.

The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, family member of an employee or agent
unless it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is not excessive in value, (4) cannot be construed as a bribe or
payoff and (5) does not violate any laws or regulations. Please discuss with
your supervisor any gifts or proposed gifts that you are not certain are
appropriate.

6.       Employment Relationship

The diversity of the Company's employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.
Supervisors must be particularly sensitive to the maintenance of totally
professional relations with subordinates. Undue pressures, no matter how subtle,
which result in less than professional relations, must be avoided. Evidence of
violation of the letter or spirit of this policy will result in appropriate
disciplinary measures.

The Company is entitled to the full working time and energy of each of its
full-time employees. Accordingly, working in any capacity (including
self-employment) in or for any business activity outside the Company is
prohibited, except with the prior approval of your supervisor given after full
disclosure of all the circumstances. Special attention should be given to
avoiding the conduct of any outside business during Company working hours, on
Company premises, or in a manner that involves fellow employees during their
Company working hours, and the solicitation of fellow employees (particularly
subordinates, who could be especially vulnerable to what might be perceived as
pressure from a supervisor) to participate in or with such business in any way,
whether as a customer, employee, independent contractor, or otherwise.

7.         Health and Safety

The Company strives to provide each employee with a safe and healthful work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

8.        Record-Keeping

The Company requires honest and accurate recording and reporting of information
in order to be able to make responsible business decisions and to be able to
make full, fair, accurate, timely and understandable disclosure in the reports
and documents the Company files with, or submits to, the Securities and Exchange
Commission and in its


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other public communications. It is the Company's policy to make responsible
business decisions and to make such disclosure.

All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

Many employees regularly use business expense accounts, which must be documented
and recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or your controller. Rules and guidelines are
available from the Accounting Department.

Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports. Records should always be retained or
destroyed according to the Company's record retention policies.

9.            Confidentiality

Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when Company
Management authorizes disclosure or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends.

10.            Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company's assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

11.           Political Contributions

Contributions by the Company, directly or indirectly, to or on behalf of
candidates for federal office are not permitted. Other political contributions
are allowed only if permissible under applicable laws, rules and regulations, as
determined by the Company's Chief Financial Officer after consultation with
legal counsel, and only if approved in writing by the Company's President.

12.           Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding
business gratuities that may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Company's Chief Financial Officer can provide guidance to you in this area.


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13.      Waivers of the Code of Business Conduct and Ethics


Any waiver of this Code for executive officers or directors may be made only by
the Board or a Board committee and will be promptly disclosed as required by
applicable law, rule or regulation, including stock exchange regulation.

14.      Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and when in doubt about
the best course of action in a particular situation. Violations of this Code
should be reported promptly to the Company's Chief Financial Officer. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

Additionally, the Company's senior management should always be informed of
matters that might appear to risk damage to the Company's reputation, as well as
its financial condition or profitability.

15.          Annual Statement

Officers and certain other employees of the Company may be required to submit an
annual statement disclosing actual and potential conflicts of interest and
including the following affirmation:

"I have examined and understand the Company's Code of Business Conduct and
Ethics (the "Code"). I undertake to report promptly, in accordance with the
Code, any circumstances in the Company's business or operations that may involve
a violation of any applicable law, rule or regulation and any other
circumstances that may involve a violation of the Code. I confirm that I do not
know of any such circumstances not previously reported."

16.      Compliance Procedures

We must all work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:

o Make sure you have all the facts. In order to reach the right solutions, we
must be as fully informed as possible.

     -    Ask yourself: What specifically am I being asked to do? Does it seem
          unethical or improper? This will enable you to focus on the specific
          question you are faced with, and the alternatives you have. Use your
          judgment and common sense; if something seems unethical or improper,
          it probably is.

     -    Clarify your responsibility and role. In most situations, there is
          shared responsibility. Are your colleagues informed? It may help to
          get others involved and discuss the problem.

     -    Discuss the problem with your supervisor. This is the basic guidance
          for all situations. In many cases, your supervisor will be more
          knowledgeable about the question, and will appreciate being brought
          into the decision-making process. Remember that it is your
          supervisor's responsibility to help solve problems.

     -    Seek help from Company resources. In the rare case where it may not be
          appropriate to discuss an issue with your supervisor, or where you do
          not feel comfortable approaching your supervisor with your question,
          discuss it locally with your office manager or your Human Resources
          manager. If that also is not appropriate, contact the Chief Executive
          Officer of the Company.

     -    You may report ethical violations in confidence and without fear of
          retaliation. If your situation requires that your identity be kept
          secret, your anonymity will be protected. The Company does not permit
          retaliation of any kind against employees for good faith reports of
          ethical violations.


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     -    Always ask first, act later. If you are unsure of what to do in any
          situation, seek guidance before you act.




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