UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                   FORM 10-KSB
                               ------------------

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2004
                               ------------------

                           Commission File No. 1-10927

                                  SIMTROL, INC.

                             A Delaware Corporation
                  (IRS Employer Identification No. 58-2028246)
                         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-B 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-KSB or any  amendment to
this Form 10-KSB. |X|

The  registrant's  revenues  for the fiscal  year ended  December  31, 2004 were
$565,870.

The aggregate market value of the shares of common stock held by  non-affiliates
of the registrant was  approximately  $2,411,033,  based on the closing price of
the  registrant's  common stock as quoted on the Over The Counter Bulletin Board
on March 18, 2005.  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 March
18, 2005: 3,722,914 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, our  ability to compete  successfully  in our
industry  and to  continue  to develop  products  for new and  rapidly  changing
markets,  and the other risks  described  under the caption  "Factors  Affecting
Future Performance" in Item 1 of this Report.

ITEM 1. BUSINESS.

History

We were  incorporated  under the laws of the State of Delaware on September  19,
1988.  From 1990 to 2001,  we  primarily  designed,  manufactured,  marketed and
supported    hardware-based    command    and   control    systems,    including
videoconferencing  systems.  We still provide maintenance support for certain of
these systems. In September 2001 we changed our name from VSI Enterprises,  Inc.
to Simtrol, Inc.

General

We design,  develop and market Windows-based  software solutions that enable the
command,  control and monitoring of otherwise  incompatible  electronic devices,
particularly  corporate  audiovisual ("AV") assets. Our end-to-end solutions are
designed to provide Fortune 1000 corporations, government entities and other end
users a cost-effective solution to simplify the automation and integration of AV
and information technology ("IT") assets.

Over the past three  years,  we have  focused our  resources  to develop  proven
software  technologies to meet the growing demand for PC-based  control systems.
The  resulting  ONGOERTM  and OnGuard  solutions  have the benefit of being less
expensive,  more  customizable,  and more  compatible  with existing  technology
infrastructure than the hardware-based  solutions of our historical competitors,
AMX Corporation (NASDAQ: AMXC) and Crestron Electronics,  Inc. (privately held).
Our  solutions  also provide  easy  scalability,  as customers  only need to add
additional PCs or servers to provide  additional  processing power,  rather than
purchase  large-scale  proprietary  hardware  controllers  and touch panels.  In
addition,  much of our  sales  focus  has  been in AV  meeting  rooms  of  large
corporations  and  government  agencies  where there are usually  existing  PCs,
because  adding our  software to these PCs is a compelling  cost savings  versus
adding closed-architecture  hardware. During 2003, most AV devices were designed
to be Internet  Protocol  (IP)  enabled,  allowing them to become part of the IT
network  versus a separate,  standalone  application.  IT  professionals  manage
technology assets such as PCs, servers and routers with tremendous  efficiencies
and expect to manage new IP-enabled AV assets with the same efficiencies.  These
professionals  demand that these solutions work with existing IT infrastructures
and are  reluctant  to add  unfamiliar,  proprietary  technologies  to  their IT
networks.  We believe our  Windows-based  products  are very well suited to meet
this demand.

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


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<PAGE>

Recent Developments

During 2004, we continued our plan to restructure  our business around the sales
of our ONGOER and  OnGuard  PC-based  control  software.  ONGOER was  originally
available for sale in April 2001 and  represented a departure  from our previous
business  of  selling,  installing  and  servicing  our Omega  videoconferencing
control systems. We continue to service certain Omega videoconferencing  control
systems under maintenance contracts.

Strengthening & Growing Integrator Partnerships

We continue to build a strong  relationship  with  Telaid,  a  Connecticut-based
systems integration and service firm. We have successfully deployed units at 110
secure communications facilities of a large metropolitan municipality as part of
a major  homeland  security  project,  our  largest  software  order  to date of
approximately  $364,000.  We have also successfully deployed more than 50 ONGOER
units at Morgan Stanley and this account was  instrumental in shaping our second
software product - OnGuard monitoring  software.  Telaid has also deployed units
at Merrill  Lynch and Bank of  America.  Success at Telaid has  provided us with
increased visibility in the AV integration community,  strong reference accounts
and valuable feedback on additional  software features that will further enhance
our ONGOER and OnGuard products.

In February of 2005, we added Matrix Ingenuity as one of our reseller  partners.
Matrix Ingenuity is a Sacramento-based,  Service-Disabled  Veteran,  Woman-Owned
Small Business (SDVOSB / WOSM) that focuses on providing information  technology
(IT) consulting and multimedia  solutions for education,  corporate and military
customers.

Matrix  Ingenuity  deployed its first project at the California  National Guard,
where  ONGOER is  installed  on a PC that is used for both  device  control  and
videoconferencing  via a board level codec. The control application handles VCR,
volume,  pan/tilt  camera,  projector and video  switcher  operations.  The user
interface is designed to blend  perfectly  with basic PC  operations by allowing
the user to toggle the  operation  on or off any time by clicking a Windows tray
icon.

Including Matrix Ingenuity,  we have signed five additional resellers during the
past few months and we continue to educate and support  these new  customers  as
they consider ONGOER and OnGuard for their projects.

Wainhouse Research White Paper

In December of 2004, we sponsored a Wainhouse  Research  white paper titled "The
Intelligent  Meeting   Environment".   Wainhouse   Research,   headquartered  in
Brookline, Massachusetts, is an independent market research firm that focuses on
critical issues in rich media  communications,  conferencing and  collaboration,
and streaming media.

As the information  technology and audiovisual industries converge, the need for
centralized  management tools continues to increase. By deploying  `intelligent'
management  systems,  organizations  can leverage their AV and IT investments to
increase  efficiency and provide  superior  service to their user community.  In
addition,  AV  applications  have  advanced  from  `local-only'  solutions  into
enterprise   solutions  that  are  part  of  the  enterprise  IT  network.   The
professionals  that manage these assets expect both local and remote  control of
these assets,  powerful diagnostics and rich monitoring / reporting  mechanisms.
To effectively implement these applications, there are several important factors
to  consider.  This  research  paper  provides  insight  and  guidance  into the
deployment of an Intelligent Meeting Environment featuring our products.

Altinex Partnership

In  February  of 2005,  we  launched a new  product  offering  with  Altinex,  a
privately held signal management corporation  headquartered in Brea, California.
This launch has resulted in several new reseller  agreements and purchase orders
with Altinex's dealers.

Today's professional AV market is evolving as control systems companies (AMX and
Crestron) are encroaching on the space previously dominated by signal management
companies (e.g.,  Altinex) and vice versa. Signal management  solutions are used
to handle the routing of computer video,  broadcast  video,  audio,  and control
signals in presentation systems. Altinex, an ISO-9001 certified corporation with
worldwide  distribution  channels,  has a robust platform for this market in its
MultiTasker  card cage line. The MultiTasker  product makes  available  advanced
technology  cards  such as video  distribution,  audio  distribution  and  CAT-5
transmitter/receiver  cards to help create  powerful,  flexible  and scalable AV
signal management solutions.  At InfoComm 2004 - the AV industry's largest trade
show -  Altinex  announced  prototype  Simtrol  software  that  complements  its
MultiTasker  product line.  Successful  demonstrations  of this beta software to
Altinex's partners led to valuable  experience and feedback to move the software
through the development  phases and into  production with the recent launch.  As
part of the co-marketing  partnership,  Altinex-Simtrol will educate integration
partners  about  how  ONGOER  automatically  discovers  Altinex  cards  that are
installed in the MultiTasker and how this  "self-discovery"  process produces an
automatic, yet customizable user interface featuring our ONGOER software.


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<PAGE>

We believe  our ONGOER  software  combined  with the Altinex  MultiTasker  is an
exciting  and valuable  co-marketing  offering to AV  integrators  and their end
customers.  The  collaborative  solution  features  powerful and flexible signal
management as well as device control and monitoring capabilities.

Managed Services

With the rapid  development  and  deployment  of  IP-addressable  AV assets onto
corporate  networks,  the need to  proactively  and remotely  control,  monitor,
manage,  schedule  and  diagnose  device  health/status  information  is quickly
increasing.  In February of 2005,  ReView Video announced a new managed services
offering,  called Gold Seal Managed,  powered by our software.  ReView Video,  a
privately held company based near Chicago, is the world's largest distributor of
Polycom  products.  With  thousands of Polycom  video  products  under Gold Seal
service  contracts,  there is a unique  opportunity to proactively  manage these
assets for their  integrator  partners  and their end user  clients.  Currently,
service  contracts  are reactive in nature in that clients call the ReView Video
help desk when a  problem  occurs.  Gold Seal  Managed  replaces  this  reactive
service with a proactive one.

With Gold Seal Managed powered by Simtrol, OnGuard software proactively monitors
assets 24x7, alerting the ReView Video help desk when a problem occurs.  OnGuard
constantly  polls the  devices  - even when they are not being  used - to ensure
they are in a healthy  state and ready for use.  If a problem  does  occur,  our
sophisticated diagnostic tools allow the help desk technician to connect to that
device from anywhere in the world and solve the technical problem remotely.

In  addition  to  handling  videoconferencing  products  from  its  distribution
partners  Polycom and Sony,  ReView has set up the Gold Seal Managed offering to
handle  all AV assets,  including  audio  processors,  display  devices  such as
projectors and plasmas as well as video switchers and cameras.

Expansion of Board of Directors

To aid us as we continue to roll out our products,  develop our reseller system,
and expand our sales efforts,  our Board of Directors  recently  expanded by two
members  with the  addition of Adam Senter and Thomas  Stallings,  two  software
industry veterans.

InfoComm IQ

In  February  of 2005,  we became a member  of  InfoComm  iQ, an online  product
research tool set that  dynamically  serves more than 1,000 web-based AV product
catalogs  from  a  central  database  and  is  supported  by  a  very  extensive
pay-per-click  marketing campaign through the major search engines.  Our product
information  will be  available  to the more than  60,000  unique  visitors  who
utilize iQ's exclusive application-based search criteria over 150,000 times each
month when they are looking for specific products.

Investor Relations Firm

In an  effort to help  build  investor  awareness  and  shareholder  value as we
continue our product  rollouts and sales channel  expansion,  we hired de Jong &
Associates  in  January  2005.  de  Jong  &  Associates  is  a  San  Diego-based
international   investor   relations   firm   specializing   in  helping  firms,
undiscovered  by the  investment  community  at  large,  implement  and  monitor
investor  relations  strategies  designed  to help  build and  sustain  investor
support.

Funding of Operations


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<PAGE>

We issued additional  convertible notes and private common stock during 2003 and
2004 to fund our operations.  However,  we continue to use  significant  cash in
operations and will require additional debt or equity financing. This additional
financing  could be in the form of the sale of assets,  the  issuance of debt or
equity securities,  or a combination of these financing  methods.  The amount of
such funding that may be required will depend  primarily on the pace of sales of
our  ONGOER  product  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 will be adversely affected.

As of December 31, 2004, we had cash and cash  equivalents  of $414,051.  We may
not have sufficient funds for the next twelve months and have relied on periodic
investments  in the form of common stock and  convertible  debt since the fourth
quarter of 2001 to sustain its  operations.  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 and OnGuard product lines. There can be
no assurance  that we will be  successful  in our attempts to develop and deploy
our ONGOER and OnGuard product lines,  to generate  positive cash flows or raise
sufficient  capital essential to our survival.  To the extent that we are unable
to generate or raise the necessary  operating capital,  it will become necessary
to curtail  operations.  Additionally,  even if we do raise  operating  capital,
there can be no assurance  that the net proceeds will be sufficient to enable us
to develop our business to a level where we will  generate  profits and positive
cash flows.  These matters raise substantial doubt about our ability to continue
as a going concern.

Products

We design,  develop, and market sophisticated,  Windows-based software solutions
that  enable the  command,  control  monitoring  and  diagnostics  of  otherwise
incompatible   electronic  devices,   particularly   corporate  AV  assets.  Our
end-to-end   solutions  are  designed  to  provide  Fortune  1000  corporations,
government  entities and other end users a  cost-effective  solution to simplify
the automation and integration of audiovisual and information technology assets.
Based on open PC architecture,  our solutions provide the market better pricing,
more choices and are simpler to deploy without sacrificing functionality.

Specifically,  our  software  solutions  can be used  to  locally  and  remotely
control, monitor, manage and diagnose AV and IT assets in corporate board rooms,
business training centers, meeting and convention centers, and distance learning
classrooms;  provide  security camera control and  coordination for corporations
and  government   entities;   and  support  multimedia  and  communications  for
government and educational  facilities.  With the heightened  increase in travel
security  and the  corresponding  burden  on  employees,  companies  are  taking
advantage of the increasing functionality, greater affordability, and widespread
use of a diverse array of electronic devices,  particularly sophisticated audio,
video, and presentation equipment.  However, these companies do not want to bear
the costs - downtime  and  increased  staffing  -  associated  with  maintaining
complex  AV  device   applications  that  are  separate  from  the  IT  network.
Accordingly,  these  companies  are  turning to systems  integrators  to provide
turnkey  solutions  for  integrating  AV  assets  associated  with  meeting  and
communications  rooms  directly into existing IT networks,  so that these assets
can be managed with the same efficiencies that currently manage IT assets,  such
as PCs, servers and routers. System integrators rely on our products not only to
enable  simplified  command and  control of all  devices  related to these rooms
using standard,  open PC hardware,  but also to leverage our software to deliver
real-time  remote  monitoring  and  maintenance  as part of an  ongoing  support
contract.  Unlike  other AV control  companies  that focus on selling  expensive
closed  system  hardware to manage AV assets,  our software  model  provides end
users with the  flexibility to manage,  control and monitor a variety of devices
on an  enterprise-wide  basis,  without the hardware  expenditures  historically
associated  with  device  control  and  monitoring.   As  a  result,  AV  system
integrators,  IT integrators,  Other Equipment Manufacturers (OEM), distributors
and end users gain  significant  flexibility  in the design and  scalability  of
enterprise AV systems, while increasing functionality and life of these assets.

We have  developed  two  software-based  solutions  for the AV  control  systems
market,  ONGOER and  OnGuard.  ONGOER  allows end users to operate,  as a single
system, a broad range of devices in a variety of settings. This is a significant
departure from the products currently available on the AV 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 and servers.  Major competitors' AV
control  systems are based on  proprietary  hardware  components  employing code
written in proprietary  scripting languages.  ONGOER can be operated from any PC
running the Windows operating system.  All interfaces,  cables and cards and the
hardware controller itself (a PC or server) can be purchased on the open market.
With its unique open  architecture,  this software delivers real-time control to
AV 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.


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<PAGE>

ONGOER  provides  control  of  devices  by  enabling a PC to become a robust and
reliable control platform that is easy to configure,  easy to program,  and easy
to use. OnGuard provides remote,  server-based proactive monitoring,  management
and diagnostics as it collects real-time  information from ONGOER  installations
to provide  instant  status,  control,  notification,  scheduling  and reporting
functions.

A typical  application for this software  involves the control and monitoring of
AV  devices.  Business  meeting  rooms  contain an array of AV  devices  such as
videoconferencing  equipment,  audio  processors,  video  switchers,  electronic
whiteboards,  cameras, VCR's, DVD players, plasma monitors and projectors. Users
wish to control these devices from a common interface (a touch panel or computer
monitor) and IT support  personnel  wish to manage these assets with the highest
level of efficiency.

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

The PC controller is the heart of the ONGOER control system.  The flexibility of
ONGOER  lets  integrators  choose the  controller:  anything  from a  single-box
chassis  to a  multiprocessor  server.  There  is no need to have a  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  not only  makes the PC a control  platform  for  numerous
third-party AV 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 including infrared, serial, IP and digital IO.

End-users  normally  have contact  with ONGOER only through the user  interface.
ONGOER  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 wired or wireless touch screens,
personal digital assistants like Palm Pilots,  IPaqs, Visors,  wireless PC's and
even  cellular  phones.  Graphical  user  interfaces  can be quickly  and easily
created with Microsoft(R) Visual Basic or ONGOER Builder. Both methods include a
library  of artwork  for user  interface  buttons  and panels as well as control
files to  efficiently  gain  control of a wide  variety of device.  In addition,
OnLooker supports  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.  OnGuard  provides  visual,
audible and email  notification  of device alarms,  programmable  remote control
user  interface  panels,  customizable  graphic  site/device  views, a help-desk
subsystem with two-way chat as well as the scheduling of arbitrary events (e.g.,
turn off all plasmas on the 3rd floor every weekend).

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

ONGOER 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 or ONGOER Builder to assume
any form or function  desired.  ONGOER uses a protocol called GoTalk over TCP/IP
for command and control signaling.


                                       8
<PAGE>

ONGOER  control  software  communicates  with the devices in the meeting room as
well as the OnGuard  monitoring  software on the server.  Devices are controlled
locally as part of the room application or remotely as a help desk  application.
Health and status  information of all devices is tracked real time and proactive
alarms  (email or text pages to wireless  devices such as pagers or cell phones)
are sent to service personnel.

IT  professionals  have long managed  corporate  assets such as PCs, servers and
routers.  During the past two years,  most AV products became IP addressable - a
requirement  from IT  professionals  that wish to manage the AV devices with the
same power and flexibility they use to manage IT assets.  IT departments  demand
that these devices tie into their  existing IT network and wish to use global IT
tools such as IBM's NetView, Hewlett-Packerd's OpenView, or Computer Associates'
Unicenter to monitor and manage them.  ONGOER and OnGuard  complement  OpenView,
NetView and Unicenter by passing valuable health/status  information to them. IT
professionals  need a product  to  control  the  devices  locally  and  remotely
(ONGOER)  and  a  product  to   monitor/manage/diagnose   the  devices  remotely
(OnGuard).  Our products  support these needs while using  industry  standard PC
technology.

The hardware  supported by our software is based on the open PC market and comes
from a variety of companies.  Our  integration and OEM partners choose from many
familiar brands to receive high quality and competitive pricing and our approach
takes advantage of this high quality,  low price, and easily available hardware.
PC equipment  vendors are able to offer tremendous value because of the enormous
economies of scale inherent in the PC  marketplace.  Our partners are not locked
into expensive,  proprietary controllers, touch panels and connectivity hardware
from AMX and Crestron.

Proprietary Technology

We regard our ONGOER and OnGuard  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

The AV world  and the IT  world  are  converging,  with  more  and more  devices
becoming network enabled.  Like PCs and servers,  we believe IT departments will
demand AV products (projectors, audio processors, video codecs, video switchers,
cameras,  electronic  whiteboards,  etc.) be accessible on a corporate  network,
where they can be  controlled,  managed and monitored  from  centralized  and/or
remote  locations.  ONGOER and OnGuard  install on PCs and servers and support a
product architecture that allows them to control,  monitor and manage any device
connected to them via the network.

During  2005,  ONGOER  and  OnGuard  will  continue  to add major  functionality
enhancements  including:   parameterized  device  reporting,  additional  report
engines,  customizable alerts,  email notification  filtering options for device
alarms,  device  scheduling  and the  ability  to view  devices  in a  flexible,
configurable live table.

As the  price  points  for AV  device  hardware  continue  to  drop,  deployment
increases,  thus driving the demand for powerful  software to control,  monitor,
manage,  schedule  and  diagnose  these  devices.  The  ONGOER/OnGuard  software
architecture - based on the open PC/Server  platform - is well-suited to deliver
this functionality to the IT professionals that demand these capabilities.

Markets


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<PAGE>

Based on the long-term  objective of becoming the industry standard software for
controlling  and  monitoring  AV devices,  management  has developed a sales and
marketing  strategy to aggressively  pursue  relationships  at each point of the
distribution  channel. The following provides an overview of the AV distribution
channel.

End Users

Businesses,  universities  and government  agencies  purchase device control and
monitoring  solutions to aid productivity  associated with the use of AV meeting
room assets.  During 2003 and 2004,  we installed  our products with a number of
end users, including: Boeing, Lockheed, Morgan Stanley, and Merrill Lynch.

AV and IT System Integrators

Integrators  are  hired by end  users to  "integrate"  technology  to help  them
increase productivity and save money. Integrators purchase hardware and software
products  from various  manufacturers  and design,  install,  and service  those
solutions  for end users.  The  integrator is typically the entry point into the
end user and,  therefore,  is a critical  relationship for us. These include the
Value  Added  Reseller  ("VAR")  500,  the top  500  VARs  in the  U.S.,  and AV
integrators.  We have  successfully  developed  relationships  with a number  of
integrators, including Telaid and IBM Global Services. Management considers this
a critical  element in the  distribution  channel  and is  focusing  significant
effort on developing relationships with other integrators.

Equipment OEM Partners

Videoconferencing  companies,  presentation  equipment  manufacturers and signal
management  firms  represent  alliance  partners that could  co-brand or private
label our technology into value-add solutions featuring their products. The goal
of alliances is for our partners and us to package  turnkey  solutions that make
it easier for  integrators to deploy at end user customer  sites.  Hardware from
these  companies  needs  to be  controlled  by end  users  for  ease-of-use  and
monitored by support  staff to  guarantee  the  technology  works in the meeting
rooms.  Providing  turnkey  solutions  straight from the manufacturer  helps the
integrator  and  the  end  user.   The  large   equipment   Original   Equipment
Manufacturers ("OEMs") include, for video conferencing: Polycom, Tandberg, Sony,
VCON and VTEL; for presentation equipment:  SMART, Polyvision,  Hitachi, 3M, and
Panasonic;  and for signal management:  Altinex and Kramer Electronics.  In 2002
and 2003, we established relationships with Polycom and SMART Technologies, Inc.

OEM  relationships  also  increase  our  sales  leverage  in the AV and  systems
integrator  channels.  Each of these  OEMs  has  relationships  throughout  that
channel,  including the VAR 500. As our products are packaged with OEM hardware,
those products are introduced  throughout  the integrator  sales channel,  where
they can be added to bids and specification  sheets with minimal sales lead time
and expense to us.

PC OEM Partners

Computer  manufacturers  represent  the core platform - the PC and server - that
run our software  products.  Their  products are sold  through  integrators  and
directly to end-users.  Computer companies have entered the consumer electronics
business;  therefore,  providing  turnkey  control  and  monitoring  software to
integrators  could drive additional  sales of PCs and servers,  plasma monitors,
and other PC  hardware  required  for  control  applications.  Potential  PC OEM
partners include Dell, Hewlett-Packard, Gateway, IBM, and Sony.

Operating System Providers

Because the PC  manufacturers  are beginning to produce turnkey sets of products
for the AV industry,  Microsoft Corporation started working with PC companies on
a Media Center PC, a solution specifically designed for media-related  computers
used  for  applications  such  as home  entertainment.  We are  positioning  our
products as the solution for command,  control,  and  monitoring  devices within
such an operating system. Management sees this as a long-term possibility for an
additional revenue stream.

Competition


                                       10
<PAGE>

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 AV 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  its  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 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 AV
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."  We  believe  the  PC is  the  central
technology  and  view   traditional   hardware  control  boxes  as  a  declining
technology.

Factors Affecting Future Performance

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

We have limited  resources  available to service our existing  indebtedness  and
limited sources of additional working capital.

The degree to which we are  leveraged  could have  important  consequences.  For
example, it could:

      o     make it more  difficult  for us to obtain  additional  financing for
            working capital,  capital  expenditures and other general  corporate
            purposes;
      o     require a substantial portion of our cash flow from operations to be
            dedicated to the payment of  principal  and interest on our existing
            indebtedness, thereby reducing the availability of any cash flow for
            other purposes;
      o     place us at a relative  competitive  disadvantage to our less highly
            leveraged competitors; or
      o     make us more vulnerable to economic downturns.


                                       11
<PAGE>

We currently have no credit lines  available and must satisfy all of our working
capital and capital  expenditure  requirements  from cash  provided by operating
activities, from external capital sources or from the sale of assets.

Our long-term viability,  as well as our ability to meet our existing and future
debt and other  obligations  and  future  capital  commitments,  depends  on our
financial  and operating  performance,  which is subject to, among other things,
prevailing  economic  conditions  and to certain other  financial,  business and
other factors beyond our control. We require additional capital or other funding
to finance our operations, as we do not generate sufficient cash from operations
to sustain our operations.  If we are unable to attain  sufficient  funding,  we
will not be able to continue to operate.  We can not assure that projected sales
will  occur  and,  therefore,  that our  operating  results  or other  financing
activities  will be  sufficient  to meet debt and other  obligations  and future
working capital needs.

We may not be able to achieve or sustain profitability.

After 17 years of  operations,  we have not reported any profits for a full year
of  operations  and, as of December 31, 2004, we had an  accumulated  deficit of
$62.6  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  audiovisual  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.

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,  2004,  approximately  85% of our  revenues  were from one  large  customer.
Further,  we do not have  long-term  contracts  with  these or any of our  other
customers,  so our customers could stop purchasing our products at any time. The
loss of any of our 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.

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:

      o     cancellations or delays of orders,
      o     changes in customer base or product mix,
      o     seasonal patterns of capital spending by customers,
      o     delays in purchase decisions due to new product  announcements by us
            or our competitors and
      o     increased competition and reductions in average selling prices.


                                       12
<PAGE>

Our PC-based  control  system is unproven  technology and may not be accepted by
the industry.

There is no industry  standard  for the control of AV  systems.  Generally,  the
market is  dominated  by  proprietary,  closed-architecture  control  systems by
manufacturers such as AMX and Crestron. Our open-architecture,  PC-based control
system,  which we believe is  superior  and  provides  greater  flexibility  for
end-users  than  the  traditional  proprietary  systems,  is  a  relatively  new
technology for the market.  Given the relatively short operating history of such
PC-based  systems,  it is  impossible  to  determine at this time whether or not
PC-based systems will gain wide acceptance in the  marketplace.  To increase our
sales,  we must establish a greater  presence in the AV system control market by
convincing AV integrators and IT Managers and ultimately end-users, to utilize a
PC-based control system rather than the traditional  proprietary systems.  There
can be no assurance that use of PC-based control systems,  such as our ONGOERTM,
will be accepted by the industry.  If the use of PC-based AV control  systems is
not accepted in the marketplace or if another industry standard is adopted,  our
projected sales will not materialize, thereby causing potentially poor financial
performance.

We rely on third parties for the sale of our products.

Sales  of  our  ONGOERTM  and  OnGuard   products  are  primarily  made  through
third-party OEMs and AV integrators. Generally, we do not have initial access to
the  end-users of AV systems in the  marketplace  and must,  therefore,  rely on
third parties for the  distribution  and sale of our  products.  We have entered
into dealer  agreements with third-party OEM and AV integrators,  such as Telaid
and IBM Global Services, for the sale of our products.  However, such agreements
are non-exclusive and such third parties may, therefore, also sell products that
directly  compete with ours. In addition,  such  agreements may be terminated at
any time. If our  relationships  with such  third-party  OEMs and AV integrators
such as Telaid,  who accounted for 85% of our revenue in 2004, were  terminated,
we would have to seek a new distribution  channel for our products,  which would
potentially have a material adverse effect on our operations.

We may be unable  to  accurately  evaluate  our  business  and to  forecast  our
prospects,  which  may  prevent  us from  meeting  the  product  demands  of our
potential customers in a timely manner.

It is difficult to forecast our future  revenues  accurately  and to plan future
operating  expenses.  The  revenue  and income  potential  of our  products  and
business are largely  unproven.  Although  proprietary,  closed-architecture  AV
control systems have been sold  successfully,  the PC-based AV control system is
largely unproven. Our ability to license our ONGOER software and achieve success
will depend on, among other  things,  the level of demand for  PC-based  control
systems  and our  capacity  to meet  demand  and  performance  standards  of our
prospective clients.

We may not be able to maintain or improve our  competitive  position  because we
face  intense  competition  in  the  AV  control  system  market  from  existing
competitors  with far  greater  technical  and  financial  resources  and  other
companies may enter the marketplace in the future.

Competition  in the  command and  control  and video  communications  markets is
intense.  In the command and control  market,  our primary  competitors are AMX,
Inc. and Crestron Electronics, Inc. We compete with AMX and Crestron on features
such as ease of use,  scalability and price.  Although we feel that our PC-based
system is superior to the proprietary  systems  developed by AMX and Crestron in
each of these areas, we do not have the name recognition in the industry that is
currently  enjoyed by AMX and  Crestron,  which may result in fewer sales of our
products.  In  addition,  both  AMX and  Crestron  have  greater  financial  and
personnel  resources  than  we do.  Given  their  market  share,  resources  and
reputation,  if either or both of these  companies  choose to develop a PC-based
control  system,  it could  have a  serious  adverse  effect on our  results  of
operations.  In addition,  as use of AV systems  becomes more widespread in both
businesses  and homes,  we expect  other  competitors,  some with  significantly
greater  technical  and  financial  resources  such as  Microsoft,  to enter the
marketplace.  If any such  competitors  choose to  develop  their  own  PC-based
control systems, rather than licensing software from us, it could have a serious
adverse  effect on our sales.  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.

Our success  will depend in part upon our ability to safeguard  our  proprietary
software.


                                       13
<PAGE>

We rely on a combination of patents, copyrights, trade secret laws and licensing
agreements to protect the proprietary software that we have developed as part of
our business.  There can be no assurance  that these  measures  taken by us will
provide significant  proprietary protection of our intellectual property or that
competitors will not be able to legitimately  ascertain proprietary  information
embedded in our products which are not covered by such  measures.  In such case,
we may be precluded  from  preventing  our  competitors  from making use of such
information.

There are no pending lawsuits or claims against us regarding infringement of any
existing patents,  copyrights or other  intellectual  property rights of others.
There can be no assurance,  however,  that such infringement  claims will not be
asserted in the future, nor can there be any assurance, if such claims are made,
that we will be able to defend such claims successfully or, if necessary, obtain
licenses on reasonable terms. Adverse determinations in any litigation naming us
could subject us to significant liabilities to third parties, require us to seek
licenses  from third  parties and  prevent us from  selling  our  products.  The
occurrence of any of these events could have a material adverse effect on us.

We will also rely on  unpatented  or  copyrighted  trade  secrets and  propriety
know-how.  We  generally  require  our  employees,   consultants,  advisors  and
prospective  partners  to enter  into  confidentiality  agreements.  There is no
assurance,  however,  that these  agreements  will protect any current or future
proprietary  information or that others will not gain access to or independently
develop similar trade secrets or know-how.  Our competitive  position and amount
of  potential  future  income will depend in part upon our ability to obtain and
maintain  copyright  and  other  intellectual  property  protection  in  various
jurisdictions  for proprietary  technologies,  existing products and products we
may develop in the future.

If necessary  licenses of  third-party  technology  become  unavailable to us or
become very expensive, it could adversely impact our business.

We currently license technology for use in our ONGOER product and may, from time
to time,  be required to license  additional  technology  from third  parties to
develop new applications or application enhancements.  We cannot assure you that
third-party  licenses will be available to us on commercially  reasonable terms,
if at all. The inability to obtain any third-party  license  required to develop
new  applications  and  application  enhancements  could  require  us to  obtain
substitute  technology of lower quality or  performance  standards or at greater
cost, either of which could have an adverse effect on our business.

Our success will depend on our ability to adapt to rapid technological change.

The AV industry  typically  experiences  rapid  technological  change,  changing
market  conditions  and  customer  demands  and the  emergence  of new  industry
standards  and  practices  that could render our products  obsolete.  Our future
success  will  substantially  depend on our ability to enhance our  products and
services,  develop  new  services  and  proprietary  technology  and  respond to
technological advances in a timely and cost-effective manner. The development of
additional  products  and  other  proprietary  information  entails  significant
technical and business  risk.  There can be no assurance that we will succeed in
developing and using new  technologies or in adapting our technology and systems
to meet emerging industry standards and customer requirements. If we are unable,
for technical,  legal,  financial, or other reasons, to adapt in a timely manner
in response to changing market  conditions or customer  requirements,  or if our
new  products  and  services do not achieve  market  acceptance,  our  business,
financial  condition  and results of operations  would be  materially  adversely
affected.

The  lack of a  developed  trading  market  may  make it  difficult  to sell our
securities.

Trading of our common  stock is conducted  on the OTC  Bulletin  Board.  Trading
activity in our common stock has fluctuated and at times been limited. We cannot
guarantee that a consistently  active trading market will develop in the future.
A holder of our common  stock may find it  difficult  to dispose of or to obtain
quotations as to the market value of our common stock.

The market price for our common stock may be volatile.


                                       14
<PAGE>

The  market  price  for  our  common  stock  could  be  subject  to  significant
fluctuations  in  response  to  variations  in  quarterly   operating   results,
announcements  of  technological  innovations  or  new  products  by us  or  our
competitors,  or our failure to achieve  operating  results  consistent with any
securities analysts' projections of our performance.

The stock  market has  experienced  extreme  price and volume  fluctuations  and
volatility  that have  particularly  affected the market price of many  emerging
growth and development  stage companies.  Such  fluctuations and volatility have
often been unrelated or  disproportionate  to the operating  performance of such
companies.

Our common stock is subject to "penny stock"  regulations  and  restrictions  on
initial and secondary broker-dealer sales.

The Securities and Exchange  Commission  ("SEC") has adopted  regulations  which
generally  define "penny stock" to be any listed,  trading equity  security that
has a market  price less than $5.00 per share or an exercise  price of less than
$5.00 per share,  subject to certain  exemptions.  Penny  stocks are  subject to
certain additional oversight and regulatory requirements. These requirements may
restrict your ability to sell our common stock.

Research And Development

Our  product  engineering,  including  our  costs  associated  with  design  and
configuration of fully developed systems for particular  customer  applications,
is  accounted  for in our  financial  statements  as  research  and  development
expenses.  During the year ended December 31, 2004 our expenditures for research
and development of new products or new components for our ONGOER product totaled
$452,002, an increase of 8% from the total expenditures of $419,361 in 2003. The
increase was due to higher salary and employee  benefit costs during the current
year.

Employees

As of December 31, 2004,  we employed  nine  persons  full time,  including  two
executive officers.  Of the full-time employees who were not executive officers,
four were  engaged in  research  and  development,  two in  service,  and one in
information  systems.  Employee  relations  are  considered  good and we have no
collective bargaining contracts covering any of our employees.

ITEM 2. DESCRIPTION OF PROPERTY.

We  maintain  our  executive  and sales  offices in 6,400  square feet of leased
office and warehouse space in Norcross, Georgia, under a three-year lease, which
expires in August 2005.  Monthly rent is  approximately  $4,117 including common
area maintenance charges, taxes, and insurance.

We  believe   that  our  current   facilities   are  adequate  for  our  current
requirements.

ITEM 3. LEGAL PROCEEDINGS.

We are not party to any pending legal proceedings.

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

Not applicable.

                                     PART II

ITEM 5.  MARKET FOR  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS,  AND ISSUER
REPURCHASES OF EQUITY SECURITIES.

From  January  1,  2002 to May 21,  2003,  our  common  stock  traded on the OTC
Bulletin  Board  under the symbol  "SMOL." Our common  stock  traded on the Pink
Sheets  under the symbol  "SMOL" from May 22,  2003 to May 6, 2004.  From May 7,
2004 to June 17,  2004,  our common  stock  traded on the Pink Sheets  under the
symbol  "SMRL."  On June 18,  2004 our  common  stock  began  trading on the OTC
Bulletin Board under the symbol "SMRL", where it currently trades.


                                       15
<PAGE>

The following  table sets forth the quarterly  high and low bid  quotations  per
share of common stock on the OTC Bulletin  Board and the Pink Sheets 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.

                                                HIGH           LOW
                                             ----------     ---------

FISCAL YEAR ENDED DECEMBER 31, 2003
First Quarter                                  $5.20         $2.00
Second Quarter                                  3.50          1.50
Third Quarter                                   4.00          1.20
Fourth Quarter                                  4.20          1.30

FISCAL YEAR ENDED DECEMBER 31, 2004
First Quarter                                  $2.50         $0.70
Second Quarter                                  2.60          0.40
Third Quarter                                   3.45          1.01
Fourth Quarter                                  2.50          0.85

Share prices have been adjusted to reflect a 1:10 reverse  stock split  effected
on May 7, 2004.

As of February 28, 2005, there were  approximately  563 holders of record and in
excess of 4,400 beneficial holders of our common stock.

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 in the future will depend upon our
earnings,  capital  requirements,  financial  condition,  prior  rights  of  any
preferred stockholders, and other relevant factors.


                                       16
<PAGE>

ITEM 6. 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-KSB.

Overview

We are an Atlanta-based  software technology company specializing in AV control.
We design, manufacture,  market, service and support our ONGOER software control
system, which is 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  certain of our  videoconferencing  customers  but have  discontinued
selling to this market.

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
audiovisual  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 were intended to achieve  profitable operations and provide  positive
operating cash flows. As part of this restructuring, we raised additional equity
capital  and  paid  off  debt  outstanding  at that  time.  These  restructuring
initiatives  have  enabled us to  reposition  our product line and to expand our
presence in the AV 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.

Critical Accounting Policies

We prepare our consolidated  financial  statements 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:

o     Revenue  recognition.  Revenue  consists of the sale of  software  control
      devices,  videoconferencing  systems and related maintenance  contracts on
      these  systems.  We sold  two  different  products  during  the  presented
      periods: our PC-based software products, ONGOER and OnGuard, and our older
      proprietary hardware and software product, Omega. Revenue from the sale of
      hardware  and  software  is  recognized  upon the  transfer  of title when
      shipped.  Revenue on maintenance  contracts is recognized over the term of
      the related  contract,  which  resulted in $16,666 of deferred  revenue at
      December 31, 2004.


                                       17
<PAGE>

o     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,  using  the  greater  of  the  income  forecast  method  or  on a
      straight-line  basis over the useful life of the  product.  Management  is
      required to use professional  judgment in determining  whether development
      costs meet the criteria for immediate expense or capitalization.

o     Impairments  of assets and  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.

Financial Condition and Liquidity

General

As of December 31, 2004, we had cash and cash  equivalents  of $414,051.  We may
not have sufficient  funds to sustain our operations for the next twelve months.
We have  relied  on  periodic  investments  in the  form  of  common  stock  and
convertible debt since the fourth quarter of 2001 to sustain our operations.  We
currently require  substantial amounts of capital to fund current operations and
for the payment of past due  obligations  including  operating  expenses and the
continued development and deployment of our Ongoer product line. There can be no
assurance  that we will be  successful in our attempts to develop and deploy our
Ongoer product line, to generate positive cash flows or raise sufficient capital
essential to our survival. To the extent that we are unable to generate or raise
the necessary operating capital, it will become necessary to curtail operations.
Additionally,  even if we do raise operating capital,  there can be no assurance
that the net proceeds will be sufficient to enable us to develop our business to
a level where we will generate profits and positive cash flows.

These matters raise  substantial  doubt about our ability to continue as a going
concern.  However, the accompanying financial statements have been prepared on a
going  concern  basis,   which   contemplate   the  realization  of  assets  and
satisfaction  of  liabilities  in the normal  course of business.  The financial
statements do not include any adjustments  relating to the recoverability of the
recorded assets or the classification of the liabilities that might be necessary
should we be unable to continue as a going concern.

We used $1,461,561 in cash from operating  activities in 2004,  primarily due to
our loss of $898,803 and a reduction in accrued expenses and accounts payable of
$542,733 and $184,829,  respectively, that resulted mainly from payments on past
due  obligations  during  2004  with  proceeds  from our  common  stock and debt
offerings  during the year. The increase in cash used from operations in 2003 of
$597,465 was due  primarily to the payments of the various past due  obligations
above. No cash was used in investing activities in either 2004 or 2003.

During 2004,  we issued  915,104  shares of our common stock for net proceeds of
$1,537,463 (at prices ranging from $1.92-$2.00 per share) in private  placements
of equity to limited numbers of accredited investors. We also issued warrants to
purchase  a total of  915,104  shares of stock to these  investors  at  exercise
prices  of $2.00 per  share.  Offering  costs  totaled  approximately  $292,000,
including  sales  commissions  of  $219,000.  See  note  6 to  our  consolidated
financial statements.

During 2004, we also issued $575,000 of convertible  debt (the "2004 Debt") (see
Note 5 to our consolidated financial statements).  In June 2004, $525,000 of the
2004 Debt was converted into 271,409 shares of our common stock.

In 2003, we sold 282,573  shares of our common stock for proceeds of $603,700 in
private placements to individual  investors including three members of our Board
of Directors.  The share prices  ranged from $1.52 to $3.58 per share.  Offering
costs  for  these   transactions  were  de  minimis  and  there  were  no  sales
commissions.


                                       18
<PAGE>

We also issued $30,000 of convertible debt ("2003 Debt") to two of our directors
during the year ended December 31, 2003. The 2003 Debt accrued interest at prime
plus 1%. The principal and interest  amounts were  converted  into 12,842 shares
($2.40 per share) of our common stock on July 22, 2003.

During  2002,  we issued an  aggregate  of $760,000 of  convertible  debt ("2002
Debt") to numerous  private  investors,  including  four members of our Board of
Directors.  The  2002  Debt  accrued  interest  at  prime  rate  plus 1% and was
originally  due on December 31, 2002.  In  conjunction  with the issuance of the
2002 Debt, we issued 75,000 common stock purchase warrants to the holders of the
2002 Debt. The 2002 Debt was convertible  immediately  into shares of our common
stock  at  prices  originally  ranging  from  $4.70 to $7.90  per  share,  which
represented  the market  prices of our traded  common  stock on the dates of the
issuances of the 2002 Debt. The warrants, which expire at various dates in 2006,
were  exercisable  immediately  at prices ranging from $4.70 to $7.90 per share.
Each  warrant  entitles  the holder to purchase  one common  share of our common
stock.

On December  31,  2002,  we extended the 2002 Debt to January 31, 2003 and as an
inducement to convert,  we reduced the conversion price of the debt to $2.40 per
share and reduced the  exercise  price of the warrants to $2.40.  We  recognized
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 2002 Debt plus accrued  interest was converted
to 320,408  shares of our common  stock.  Pursuant  to  Statement  of  Financial
Accounting  Standard No. 84 "Induced  Conversion of  Convertible  Debt",  a debt
conversion  expense of  $431,599  was  recorded to reflect the fair value of the
additional shares that resulted from lowering the conversion price to $2.40.

During 2001, we issued $400,000 of convertible debt to two  shareholders  ("2001
Debt"). The 2001 Debt accrued interest at prime rate plus 1% (6.5% at the time),
was originally due February 7, 2002 and was collateralized by all of our assets.
The 2001 Debt was  originally  convertible  into  shares of our common  stock at
$4.90 per share. In conjunction  with the issuance of the  convertible  debt, we
issued  40,000 common stock  purchase  warrants to the holders of the 2001 Debt.
The warrants, which expire at various dates in 2006, are exercisable immediately
and  entitle  the holder to  purchase  one common  share of our common  stock at
prices ranging from $4.60 to $5.30 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: 10,000 warrants to each debt holder for the first
60 day  extension  and 6,000  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, we issued an additional 10,000 warrants, which
entitle the debt holders to each  purchase  10,000 shares of our common stock at
$4.90 per share.  In  conjunction  with the  issuance of 10,000  warrants to the
shareholders on February 7, 2002, $88,254 was estimated as the fair value of the
warrants and was expensed over the extended life of the note as the shareholders
agreed  to extend  the due date of the  loans  until  December  31,  2002 and no
additional warrants were granted.

On December 31, 2002 we extended the due date of the 2001 Debt until January 31,
2003 and as an inducement to convert,  the conversion price was reduced to $2.40
per share.  On January 31,  2003,  we extended  the due date until  December 31,
2003.  At January 31, 2003 we recorded a  beneficial  conversion  feature in the
amount of $229,284,  to reflect the fair value of the additional shares that may
be issued from lowering the conversion price. The beneficial  conversion feature
accreted to interest  expense  over the extended  life of the 2001 Debt.  During
2003, we amortized all these amounts as finance charges.

In January 2004, the 2001 Debt was extended to December 31, 2004.  Additionally,
we agreed to issue the debt holders warrants to purchase two shares of stock for
each share of stock created by conversion of the 2001 Debt,  contingent upon the
conversion of the principal note and interest to common stock. All the principal
and  interest of the 2001 Debt  converted  to 192,283  shares of common stock on
September  30, 2004.  The 2001 Debt  holders  were granted  warrants to purchase
384,566 shares of stock on the  conversion  date of the 2001 Debt at an exercise
price of $2.00 per share. As a result,  we recorded  $81,488 of warrant value as
debt conversion expense on that date.

During  2004,  our total  assets  increased  approximately  114% to  $489,560 at
December  31, 2004 from  $229,299 at December  31,  2003.  The  increase was due
primarily to our increased cash balance of $410,053 that resulted primarily from
our debt and private equity offering during 2004.  Total  liabilities  decreased
$1,948,192, or 90%, due primarily to the retirement of liabilities with proceeds
of the convertible debt and equity  placements during 2004 and the conversion of
$400,000  of the 2001  Debt  plus  applicable  accrued  interest  to  equity  in
September 2004. In conjunction  with the retirement of various  liabilities,  we
recorded $716,299 in debt extinguishment  gains for liabilities retired for less
than their recorded values.


                                       19
<PAGE>

We expect to spend less than $25,000 on capital expenditures in 2005.

Results of Operations

Revenues

Revenues  were  $565,870  and $504,881 in 2004 and 2003,  respectively.  The 12%
increase  in revenues  from 2003 to 2004 was  primarily  due to higher  software
revenues of $277,932, offset partly by the decrease in Omega maintenance revenue
of $216,943 as former  customers  have either  replaced these older systems with
newer   equipment   or  declined   maintenance   contracts   due  to   budgetary
considerations.  The  increase in  software  revenues  during  2004  included an
approximate  $364,000 multi-site sale to an integrator for implementation at one
end  user.  Due to our  small  customer  base,  we face the risk of  fluctuating
revenues should any of our customers discontinue using our products.  See Note 8
to our consolidated financial statements.

Gross Profit

Gross profit as a percentage of revenues was  approximately  85% and 28% in 2004
and 2003,  respectively.  The increase  from the prior year was due primarily to
the higher  software  revenues  during the current  year as well as the periodic
charge for amortization of capitalized  software  development costs being larger
in the prior year as all  capitalized  software costs were amortized as of March
31, 2004.

Selling, General & Administrative Expenses

Selling, general and administrative expenses were $936,446 and $647,984 for 2004
and 2003, respectively.  The 45% increase resulted primarily from accounting and
auditing   expenses  of  approximately   $115,000   incurred  during  2004,  and
approximately  $75,000 of non-refundable  investment  banking fees. We filed all
required  SEC  filings  for 2003  during the  quarter  ended  March 31, 2004 and
engaged    Westminster    Securities    to    assist   in    raising    capital.

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,  commencing  with product  release,  using the
greater  of the  income  forecast  method or on a  straight-line  basis over the
useful life of the product.  These expensed costs were $452,002 and $419,361 for
2004 and 2003,  respectively.  The 8% increase  from 2003 was due  primarily  to
higher salary and benefit costs.

Other Expense, Primarily Finance Charges

Other expense, primarily finance charges were $460,789 and $287,798 for 2004 and
2003,  respectively.  Expense during 2004 consisted primarily of finance charges
associated  with our issuance of convertible  debt during previous years as well
as debt  originated  in February  2004.  During  2003,  this  expense  consisted
primarily of the amortization of the warrant value and the beneficial conversion
feature of the  convertible  debt issued between the fourth quarter 2001 and the
nine months ended September 30, 2003. See note 5 to the  consolidated  financial
statements.

Debt Conversion Expense

Debt  conversion  expense  during 2004  amounted to $245,643  and  consisted  of
$164,155  that was  recorded at the time of the  conversion  of the 2004 Debt in
June 2004 to reflect  the fair value of  additional  warrants  granted  upon the
conversion  of a majority  of the Debt to common  stock,  and  $81,488  that was
recorded at the time of the  conversion  of the 2001 Debt in  September  2004 to
reflect the fair value of additional warrants granted upon the conversion of the
2001 Debt to common stock. See note 5 to the consolidated financial statements.


                                       20
<PAGE>

Debt conversion expense of $431,599 was recorded during 2003 to reflect the fair
value of the additional  shares issued to convertible  debt holders who extended
their notes  originally  due on December 31, 2002 in exchange for a reduction of
the conversion price of the debt.

Gain on Extinguishments of Debt

A gain of $716,299  was  recorded  during 2004 to reflect the payoffs of various
liabilities for less than their previously  recorded  balances.  No similar debt
extinguishments took place during 2003.

Net Loss

Our net loss for 2004 was $898,803, or $0.30 per share, compared to our net loss
for 2003 of  $1,645,374,  or $0.76 per share.  The  decrease in net loss was due
primarily to increased gross profit in the amount of $338,410 that resulted from
increased software sales as well as the gain on debt extinguishments of $716,299
in the current year to reflect the retirement of liabilities for less than their
recorded  values,  partly offset by higher finance  charges  incurred during the
current year relating to the convertible  debt financing  originated in February
2004.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 7. Financial Statements

The audited  financial  statements and related notes required by this item 7 are
included  as  Exhibit  99.1  of  this  Report  and are  incorporated  herein  by
reference.

ITEM  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required to be disclosed in our 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 our management,  including our Chief Executive Officer and Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure.  As of December 31, 2004,  an  evaluation  was  performed  under the
supervision and with the  participation  of our 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.

In connection with the audits of our consolidated financial statements as of and
for the years ended  December 31, 2004 and December 31, 2003,  Marcum & Kliegman
LLP advised our  management  and our 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 our  accounting  function.  We believe this resulted from  continued cost
cutting  efforts,  which  resulted  in the  termination  of  certain  accounting
personnel.  Management believes that sufficient compensating controls have since
been implemented to minimize the risks  associated with this material  weakness,
including additional Chief Executive Officer and Board of Directors oversight.

During the fourth quarter of 2004, there were no changes in our internal control
over financial reporting that have materially  affected,  or that are reasonably
likely to materially affect, our internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

Not applicable.


                                       21
<PAGE>

                                    PART III

Item 9. Directors and Executive Officers.

The information  required by this Item will be contained in our definitive Proxy
Statement to be delivered to  stockholders  in  connection  with our 2005 Annual
Meeting of Stockholders (the "2005 Proxy Statement") and is incorporated  herein
by reference.

Item 10. Executive Compensation.

The  information  required  by this  Item  will be  included  in the 2005  Proxy
Statement and is incorporated herein by reference.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

The  information  required  by this  Item  will be  included  in the 2005  Proxy
Statement and is incorporated herein by reference.

Item 12. Certain Relationships and Related Transactions.

The  information  relating to certain  relationships  and  related  transactions
contained in the 2005 Proxy Statement is incorporated herein by reference.

Item 13. 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  Registration  Statement Form S-1 (File No. 33-85754)  (referred to as
"S-1");  (vi) the  Company's  Annual  Report  on Form  10-K  for the year  ended
December  31, 1993  (referred to as "1993  10-K");  (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 Annual Report
on Form 10-K for the year ended  December 31, 1998,  as amended  (referred to as
"1998 10-K/A"),  (x) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999  (referred to as "June 1999 10-Q"),  (xi) the Company's Form
S-8 Registration  Statement (File No. 333-18239),  (referred to as "Warrant Plan
S-8"), (xii) the Company's Form S-8 Registration Statement (File No. 333-18237),
(referred to as "Option Plan S-8"), (xiii) the Company's  Registration Statement
on Form S-3 amended January 31, 1999 ("1999 S-3"), (xiv) the Company's Quarterly
Report on Form 10-Q for the quarter  ended  September  30, 2001  (referred to as
"2001 10-Q"),  (xv) the Company's  Annual Report on Form 10-K for the year ended
December 31, 2001 (referred to as "2001 10-K");  and (xvi) the Company's  Annual
Report on Form 10-K for the year ended  December 31, 2002  (referred to as "2002
10-K").

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 Company 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)


                             22
<PAGE>

  *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)

 *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 (1998 10-K/A)

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

 *10.5          1994 Employee Stock Purchase Plan (1994 10-K)

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

 *10.7          First Amendment and Modification of ACIS, Inc. warrant
                agreement dated September 7, 2001 (2001 10-Q)

 *10.8          ACIS Technology License Agreement between ACIS, Inc. and
                the Company dated September 27,2001 (2001 10-Q)

 *14.1          Code of Ethics (2002 10-K)

  21.1          Subsidiaries of the Company

  23.1          Consent of Marcum & Kliegman LLP

  31.1          Certification Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002, of the President and Chief Executive
                Officer.

  31.2          Certification Pursuant to 18 U.S.C. Section 1350, as
                Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002, of the Chief Financial Officer.

32.1            Certifications Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002

99.1            Independent Registered Public Accounting Firm's Report
                and Financial Statements


                                       23
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES

The  information  required  by this  Item  will be  included  in the 2005  Proxy
Statement and is incorporated herein by reference.


                                       24
<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:  March 28, 2005                   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           March 28, 2005
---------------------------------------
    Larry M. Carr

/s/ Richard W. Egan                            Chief Executive Officer         March 28, 2005
---------------------------------------
    Richard W. Egan

/s/ Stephen N. Samp                            Chief Financial Officer         March 28, 2005
---------------------------------------        (Principal Financial and
    Stephen N. Samp                            Accounting Officer)

/s/ Dallas S. Clement                          Director                        March 28, 2005
---------------------------------------
    Dallas S. Clement

/s/ Julia B. North                             Director                        March 28, 2005
---------------------------------------
    Julia B. North

/s/ Edward S. Redstone                         Director                        March 28, 2005
---------------------------------------
    Edward S. Redstone

/s/ Adam D. Senter                             Director                        March 28, 2005
---------------------------------------
    Adam D. Senter

/s/ Thomas J. Stallings                        Director                        March 28, 2005
---------------------------------------
    Thomas J. Stallings
</TABLE>


                                       25