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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB


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[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2002
OR


[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the transition period from          to


Commission file number 0-26599

SIMEX TECHNOLOGIES, INC.

(Name of Small Business Issuer in its Charter)


|                         |  |                                
|------------------------ |  | -------------------------------
|DELAWARE                 |  | 58-2465647                     
|(State of Incorporation) |  | (I.R.S. Employer Identification
|                         |  | Number)                        

602 Abbey Court
Alpharetta, Georgia 30004
(Address of principal executive offices and zip code)
Issuers telephone number: (404) 580-8152

Securities registered pursuant to Section 12(b) of the Act:

|                                                   |  |                                                              
|-------------------------------------------------- |  | -------------------------------------------------------------
|Title of each class

Common Stock, $.001 par value |  | Name of each exchange on which registered

OTC Bulletin Board

Securities registered pursuant to Section 12(g) of the Act: None



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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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   [  ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or





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information statements incorporated by reference in Part III of this Form 10KSB
or any amendment to this Form 10-KSB. [   ]

The Issuers revenues for the fiscal year ended December 31, 2002 were $0.

The aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of March 10, 2003 was approximately
$671,000.

As of March 10, 2003, there were 16,554,908 shares of common stock, par value
$.001 per share, outstanding.

The index to exhibits appears on page 24 of this document.



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DOCUMENTS INCORPORATED BY REFERENCE


None

Transitional small business disclosure format: Yes [  ]
No [ X ]

2



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TABLE OF CONTENTS



|                                                                        |                                                                                                                          |  |  |  |  |  |  | 
|----------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART I                                                                 
|                                                                        | Item 1. Description of Business                                                                                         
|                                                                        | Item 2. Description of Property                                                                                         
|                                                                        | Item 3. Legal Proceedings                                                                                               
|                                                                        | Item 4. Submission of Matters to a Vote of Securities Holders                                                           
|PART II                                                                
|                                                                        | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                                           
|                                                                        | Item 6. Managements Discussion and Analysis or Plan of Operation                                                       
|                                                                        | Item 7. Financial Statements                                                                                            
|                                                                        | Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                          
|PART III                                                               
|                                                                        | Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|Item 10. Executive Compensation                                        
|Item 11. Security Ownership of Certain Beneficial Owners and Management
|                                                                        | Item 12. Certain Relationships and Related Transactions                                                                 
|                                                                        | Item 13. Exhibits and Reports on Form 8-K                                                                               
|                                                                        | Item 14. Controls and Procedures                                                                                        
|SIGNATURES                                                             
|EX-10.3 Stock Based Compensation Plan                                  
|EX-21.1 List of Sidsidiaries                                           
|EX-99.2 Cautionary Statement                                           
|EX-99.3 Section 906 Certification of the CEO/CFO                       



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SIMEX TECHNOLOGIES, INC.

FORM 10-KSB
For the Year Ended December 31, 2002

Table of Contents

|           |  |          |  |                                                                                                                 |  |   
|---------- |  | -------- |  | --------------------------------------------------------------------------------------------------------------- |  | --
|Part I     |  |          |  |                                                                                                                 |  |   
|           |  | Item 1.  |  | Description of Business                                                                                         |  | 4 
|           |  | Item 2.  |  | Description of Property                                                                                         |  | 10
|           |  | Item 3.  |  | Legal Proceedings                                                                                               |  | 10
|           |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 10
|Part II    |  |          |  |                                                                                                                 |  |   
|           |  | Item 5.  |  | Market for Common Equity and Related Stockholder Matters                                                        |  | 10
|           |  | Item 6.  |  | Managements Discussion and Analysis or Plan of Operation                                                       |  | 11
|           |  | Item 7.  |  | Financial Statements                                                                                            |  | 17
|           |  | Item 8.  |  | Changes in and Disagreements with Accountants on Accounting
Financial Disclosure                                |  | 18
|Part III   |  |          |  |                                                                                                                 |  |   
|           |  | Item 9.  |  | Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act |  | 18
|           |  | Item 10. |  | Executive Compensation                                                                                          |  | 20
|           |  | Item 11. |  | Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters                  |  | 21
|           |  | Item 12. |  | Certain Relationships and Related Transactions                                                                  |  | 23
|           |  | Item 13. |  | Exhibits and Reports on Form 8-K                                                                                |  | 24
|           |  | Item 14. |  | Controls and Procedures                                                                                         |  | 25
|Signatures |  |          |  |                                                                                                                 |  | 43

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PART I




Item 1.Description of Business.

SIMEX Technologies, Inc., a Delaware corporation together with its
subsidiaries, is referred to herein as the Company.

Some of the information in this report may contain forward-looking statements.
These statements can be identified by the use of forward-looking terminology
such as may, will, expect, anticipate, estimate, continue or
similar words. These statements discuss future expectations, contain
projections of results of operations or of financial condition or state other
forward-looking information. Important factors that could cause actual
results to differ materially from those discussed in such forward-looking
statements (Cautionary Statements) include: the general strength or weakness
of the Companys products, the industry, and the pricing policies of
competitors. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on behalf of the Company are
expressly qualified in their entirety by such Cautionary Statements.

All amounts throughout this Form 10-KSB are expressed in U.S. dollars unless
otherwise indicated.

Business Development

The Companys predecessor corporation was originally organized in 1983 with
limited operations until its reorganization with SIMEX A/S, a Norwegian
corporation, on April 28, 1998. Under the terms of the reorganization, the
principal shareholders of SIMEX A/S became the majority shareholders of the
Company, and SIMEX A/S became a wholly-owned subsidiary of the Company.
Substantially all of the Companys revenues were derived from the operations of
SIMEX A/S until its sale by the Company on August 2, 2002.

SIMEX A/S began operations in 1980 as an engineering and service company based
in Stavanger, Norway. In May of 1998, SIMEX A/S acquired Norsk Kjoleindustri
A/S (Norwegian Cooling Industries), which was an HVAC equipment design,
manufacturer and maintenance organization that, among its products,
manufactured and installed ice machines and other cooling equipment for a
variety of applications. In late 1998, SIMEX A/S also acquired four (4) other
companies engaged in welding, manufacturing and service businesses, which
complimented and diversified the materials and services that SIMEX A/S offered
to its existing customers as a full-house service organization. This expansion
of the number of products and services positioned the Company to compete with
other engineering and construction companies and to expand its services to
other markets. See also Divestitures.

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In April of 1999, the Company reincorporated as a Delaware corporation and
changed its name to SIMEX Technologies, Inc. In July of 1999, the Company
filed its Registration Statement on Form 10-SB.

During the year ended December 31, 2000, the Company decided to sell certain
operations, which represented the Companys maintenance and service segment.
This was done, at the time, to allow the Company to focus on its core business,
the design, engineering, fabrication, production and installation of commercial
projects for the oil and gas industry.

On May 15, 2002, the Company entered into a binding agreement to sell its
Norwegian subsidiary. The agreement was approved by a unanimous vote of the
Companys Board of Directors. On July 12, 2002, the Company mailed to
shareholders and filed with the SEC a definitive Form 14C which acknowledged
that holders of a majority of the Companys outstanding common stock had
already agreed to vote in favor of the sale. The sale closed on August 2, 2002.
Due to these circumstances, operating results of the Companys Norwegian
subsidiary are reported in this Form 10-KSB as discontinued operations.

During the quarter ended September 30, 2002, the Company made a decision to
sell its wholly owned subsidiary, Simex Capital, Inc., which included the
Companys equipment leasing operation. The sale was approved by a unanimous
vote of the Companys Board of Directors. The sale closed on November 13, 2002.
Due to these circumstances, operating results of the Companys equipment
leasing operation are reported in this Form 10-KSB as discontinued operations.

Acquisitions

The Company embarked on an acquisition plan in 1998 designed, at the time, to
develop additional technical capabilities and products to supplement its
traditional areas of expertise. Through acquisitions in the steel fabrication,
HVAC design and installation and cooling products industries in Norway, the
Company was able to assemble additional production and service capabilities,
merge them into its operating structure and facilities to insure quality and
efficiency, and began developing markets for these products and services.
During the year ended December 31, 2000, the Company decided to sell certain
operations, which represented the Companys maintenance and service operations.
This was done, at the time, to allow the Company to focus on its core
business, the design, engineering, fabrication, production and installation of
commercial projects for the oil and gas industry. See also Divestitures.

Principal acquisitions during 1998 were based on the Companys objective of
augmenting its product and service capabilities in the Norwegian/North Sea
region with a plan to expand its existing markets for these products and
services in Norway and the North Sea. Principal among the 1998 acquisitions
were the following:

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Norwegian Cooling Industries was an HVAC equipment design, manufacturer, and
maintenance company located in Stavanger, Norway. Norwegian Cooling
Industries refrigeration products and services complimented the Companys
existing HVAC business. Norwegian Cooling Industries production, service and
engineering were directly connected with SIMEX A/Ss business with the
additional benefits of a proprietary ice-cooling system for the marine and
off-shore industries. Norwegian Cooling Industries distributed high capacity
ice machines for off-shore as well as on-shore uses. Norwegian Cooling
Industries also had distributed the Kuldevakten monitoring and control
systems for a variety of applications, including supermarkets, food production
and distribution, marine vessels and hospitals. However, due to
inadequate profit margins, Kuldevakten monitoring and control systems were
discontinued as a Company product during 2001. All of the outstanding stock of
Norwegian Cooling Industries was purchased in May 1998, and its administrative
offices were moved to the offices of SIMEX A/S. The operations of Norsk
Kjoleindustri were relocated within Simex AS operations in Stavanger. The
ownership interest was purchased for approximately $2.7 million in cash.

Weld Tech A/S was a metal fabrication company in Stavanger, Norway. Weld Tech
was purchased in November 1998. It was a specialized fabrication and welding
contractor in the oil and gas service industry. Weld Tech A/S owns certain
welding and cutting equipment including a new water plasma cutter that it
leased to general contractors on a fee basis. Engineering, production and
administration have been relocated within SIMEX A/S operations in Stavanger.
Weld Tech was acquired for approximately $1.3 million in cash, plus 450,000
shares of the Companys common stock.

Hordaror A/S, a commercial plumbing and mechanical contractor located in
Bergen, Norway was relocated with other SIMEX A/S operations in Bergen. It
provided sophisticated support systems for the projects that it undertook.
Hordaror was purchased for approximately $104,000 plus 13,513 shares of the
Companys common stock. In December 1999, the Company reacquired 9,400 of the
13,513 shares of the Companys common stock as an adjustment to the purchase
price of Hordador. This adjustment to the purchase price was a result of
Hordador not meeting certain performance requirements, which were a part of the
purchase agreement.

Vest Norge Doors A/S was a specialty manufacturer of over-sized door systems in
Stavanger, Norway. Vest Norge Doors A/S developed a proprietary horizontal
folding door used for combustible containment and protection in extreme weather
conditions and emergency use in accordance with international standards. These
doors were used on several oil and gas platforms, helicopter hangars and other
related facilitates. Vest Norge Doors was purchased for approximately $135,000
plus 38,000 shares of the Companys common stock in November 1998. On January
1, 2002, the Company sold its interests in Vest Norge Doors A/S to two Company
employees. The Companys interest was sold for $88,000 cash paid at closing
and a loss was recognized.

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In September of 1998, SIMEX A/S purchased the assets of OIN Sprinkler A/S,
including its inventory and accounts receivable. This company designed and
installed sprinkler systems for fire prevention both for off-shore and on-shore
construction projects. The assets of OIN Sprinkler were purchased for
approximately $60,000 plus 22,400 shares of the Companys common stock.

In March of 2000, SIMEX A/S purchased the assets of Karlsen Mekaniske,
including its inventory and accounts receivable. This company was a
state-of-the-art computerized numeric controlled equipment milling and turning
fabrication operation. The assets of Karlsen Mekaniske were purchased for
approximately $375,000 plus 110,700 shares of the Companys common stock.

On July 2, 2001, the Company purchased all of the assets of Bryne Elektriske, a
Norwegian corporation located in Stavanger, Norway that performed commercial
and industrial construction work. The primary purpose of the acquisition was to
give the Company additional work force and
coverage needed to fulfill growth projections in the North Sea gas and oil
industry as well as in the commercial and industrial sector. The purchase
price of $3,231,000 was paid with $317,000 in cash at closing, a note for
$185,000, which matured and was paid on September 1, 2001 and 2,872,000 shares
of the Companys common stock. Included in the purchase price was $319,000
deemed to be compensation for certain key employees and was amortized ratably
over the 12-month term of the employment agreements. Goodwill resulting from
the acquisition amounted to $2,751,000 was deemed appropriate, at the time, to
accomplish growth projections in the North Sea gas and oil industry. None of
the goodwill was expected to be deductible for tax purposes.

On August 2, 2001, the Company purchased all of the assets of Vendor Leasing
Financial Services, Inc., (Vendor Leasing) a U.S. corporation located in
Alpharetta, Georgia, that provided commercial equipment leasing and financing
services. The primary purpose of the acquisition was to offer financing of oil
and gas related equipment in both the American and International sectors. The
purchase price of $600,000 included $100,000 cash paid at closing, 500,000
shares of the Companys common stock. A future cash payment of $110,000 was to
be paid provided certain performance targets were achieved. The number of
shares given to seller was subject to change based on the number of shares of
the Companys common stock required to provide the seller with $500,000 of the
Companys stock 18 months after the closing date of the acquisition. However,
the Company could, at its option, choose to make up any loss of value in cash
rather than shares of its common stock, to achieve the required $500,000 of
consideration. As a result of the sale of the Companys Simex Capital
subsidiary, which included Vendor Leasing, on November 13, 2002, the
requirement to make up this loss of value was cancelled along with the cash
payment related to meeting performance targets. Goodwill resulting from the
acquisition amounted to $628,000 and was deemed appropriate, at the time, to
provide the Company with the ability to offer financing of oil and gas related
equipment in both the American and International sectors. None of the goodwill
was expected to be deductible for tax purposes.

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On October 10, 2001, the Company purchased all of the assets of Hellevicks, a
Norwegian corporation located in Stavanger, Norway, that performed commercial
roofing construction work. The primary purpose of the acquisition was to
fulfill growth projections in the commercial and industrial sector. The
purchase price of $230,000 was paid with $50,000 cash at closing plus 200,000
shares of the Companys common stock, which were issued from treasury shares
received by the Company from the sale of its 51% interest in Unitron.

Divestitures

During the year ended December 31, 2000, the Company sold its interests in
Telefrost A/S and Gjenvinning Midt Norge A/S. These interests had been
acquired during the May 1998 purchase of Norwegian Cooling Industries.

On October 1, 2001, the Company sold its 51% interest in Unitron to a former
employee for 200,000 shares of the Companys common stock. The shares were
subsequently used on October 10, 2001 to complete the Companys purchase of
Hellevicks.

On January 1, 2002, the Company sold its interests in Vest Norge Doors A/S to
two Company employees. The Companys interest was sold for $88,000 cash paid
at closing and a loss was recognized.

On May 15, 2002, the Company entered into a binding agreement to sell its
Norwegian subsidiary to Jostein Tjelta, a Norwegian businessman. The agreement
was approved by a unanimous vote of the Companys Board of Directors. Under the
terms of the agreement, the Company received $1,500,000 in cash for all the
common shares of its Norwegian subsidiary and agreed to cancel certain
inter-company indebtedness due to the Company from its Norwegian subsidiary.
The $1,500,000 was received by the Company and escrowed on May 16, 2002. On
July 12, 2002, the Company mailed to shareholders and filed with the SEC a
definitive Form 14C which acknowledged that holders of a majority of the
Companys outstanding common stock had already agreed to vote in favor of the
sale. The sale closed on August 2, 2002 and the funds were released to the
Company from the escrow account. Due to these circumstances, operating results
of the Companys Norwegian subsidiary are reported in this Form 10-KSB as
discontinued operations.

During the quarter ended September 30, 2002, the Company made a decision to
sell its wholly owned subsidiary, Simex Capital, Inc., which included the
Companys equipment leasing operation. The proposed sale was approved by a
unanimous vote of the Companys Board of Directors. Under the terms of the
proposed sale, the Company received 150,000 shares of the Companys common
stock, a nominal cash amount and agreed to cancel certain intercompany
indebtedness for all the common shares of Simex Capital, Inc. The sale closed
on November 13, 2002. Due to these circumstances, operating results of the
Companys equipment leasing operation are reported in this Form 10-KSB as
discontinued operations.

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Business of Company

The Company is, since the sale of its operating subsidiaries during 2002, a
public company with no operating activities. The Company therefore has no
business segments:

Industry Background

As of November 13, 2002, commensurate with the sale of its last operating
subsidiary, the Company has no operations in any industry.

Products and Services

As of November 13, 2002, commensurate with the sale of its last operating
subsidiary, the Company has no products and services.

Competition

As of November 13, 2002, commensurate with the sale of its last operating
subsidiary, the Company has no competitive situations.

Raw Material Availability and Suppliers

As of November 13, 2002, commensurate with the sale of its last operating
subsidiary, the Company has no operating requirement for raw materials.

Government Regulation

The Company is subject to laws and regulations concerning the environment and
occupational safety the United States and local government areas in which its
corporate office is located.

Research and Development Expenditures

As of November 13, 2002, commensurate with the sale of its last operating
subsidiary, the Company has no research and development expenditures.

Cost and Effect of Environmental Regulations

The Company must comply with United States laws concerning the environment.
Because the Company has no operating activities, these environmental laws have
limited impact on the Company.

Employees

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As of December 31, 2002, the Company had one employee.

Managements Plans

Since the sale of its operating subsidiaries in 2002, the Company has been
seeking an acquisition or merger candidate. The Companys resources consist of
$681 in cash equivalents. The Company is seeking an operating company with a
viable product or service that has growth potential.

On March 25, 2003, the Company entered into a non-binding letter of intent with
Probity Investigations, Inc. (Probity), a corporation that distributes
security-monitoring equipment. The letter of intent contemplates a merger
between Probity and a subsidiary of the Company, with Probity being the
surviving corporation. There can be no assurances that a definitive agreement
will be executed with Probity or that a merger will ultimately be consummated.
In the event that a merger transaction with Probity is not consummated, there
can be no assurances that a qualified acquisition or merger candidate, who is
interested in completing a transaction, can be identified and that any such
transaction will actually be consummated.




Item 2.Description of Property.

The Companys executive offices are located in Alpharetta, Georgia (metro
Atlanta) consisting of approximately 300 square feet of leased space, on a
month-to-month lease.




Item 3.Legal Proceedings

As of the date of this report, the Companys is not involved in any legal
proceedings.




Item 4.Submission of Matters to a Vote of Securities Holders

During the quarter ended December 31, 2002, there were no matters submitted to
a vote of security holders.




PART II




Item 5.Market for Registrants Common Equity and Related Stockholder Matters

The Companys common stock is listed for trading on the OTC Bulletin Board
under the symbol SMXT.OB.

The following is the range of high and low bid information for each quarter for
the two (2) years ended December 31, 2002 and 2001:

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|        |  |                   |      |                   |  |      |      |     |  |   |      |  |  |  |      | 
|------- |  | ----------------- | ---- | ----------------- |  | ---- | ---- | --- |  | - | ---- |  |  |  | ---- | 
|        |  | YEAR ENDED        |      | YEAR ENDED       
|        |  | DECEMBER 31, 2002 |      | DECEMBER 31, 2001
|QUARTER |  | HIGH              |      | LOW               |  | HIGH |      | LOW
|First   |  | $                 | 0.20 |                   |  |      | 0.10 |     |  | $ | 0.69 |  |  |  | 0.25 | 
|Second  |  |                   | 0.45 |                   |  |      | 0.13 |     |  |   | 0.95 |  |  |  | 0.20 | 
|Third   |  |                   | 0.30 |                   |  |      | 0.05 |     |  |   | 0.90 |  |  |  | 0.12 | 
|Fourth  |  |                   | 0.20 |                   |  |      | 0.05 |     |  |   | 0.20 |  |  |  | 0.07 | 

The quotation reflects inter-dealer prices without retail mark-up, mark-down or
commissions and may not represent actual transactions.

The approximate number of holders of the common stock of Company is 200 as of
December 31, 2002.

The Company has not paid any dividends on its common shares in the past, and it
is not expected to pay any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

1.      On December 19, 2002, the Company issued 150,000 shares of its common stock
to its President and CEO Kjell Jagelid. These shares had been received by the
Company as a result of the sale of Simex Capital in November 2002 and held as
treasury shares until their issuance to Mr. Jagelid. The shares were issued as
compensation to Mr. Jagelid and an expense of $7,500 was recorded based upon
estimated fair value of the Companys common stock. This issuance was deemed
exempt from registration under the Securities Act in reliance on Section 4(2),
as a transaction not involving any public offering. No underwriters were
involved in connection with the sales of these securities.




Item 6.Managements Discussion and Analysis or Plan of Operation

Forward Looking-Statements and Associated Risks

This Annual Report on Form 10-KSB contains certain forward-looking statements.
These forward-looking statements are based largely on the Companys current
expectations and are subject to a number of risks and uncertainties. Actual
results could differ materially from these forward-looking statements. In view
of these risks and uncertainties, there can be no assurance that the
forward-looking statements contained in this annual report on Form 10-KSB will
in fact transpire.

11



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The following discussion of the financial condition and results of operations
of the Company should be read with the Companys Consolidated Financial
Statements, including the Notes, provided elsewhere in this Annual Report.

Overview

The Company is, since the sale of its operating subsidiaries during 2002, a
public company with no operating activities.

The Company is the successor by way of reorganization to a predecessor public
shell company. Since the reorganization in April 1998, the Company, through
its wholly owned subsidiary, SIMEX A/S, acquired six companies. Due to the
sale of SIMEX A/S in May 2002 and Vendor Leasing in November 2002, the
historical financial data presents the results of their operations as
discontinued operations. The Company operated with a profit for the year
ending December 31, 1998, but incurred losses for the years ending December 31,
1999, 2000, 2001 and 2002.

The Companys expenses include primarily general and administrative expenses.
General and administrative expenses include management, accounting, legal and
human resources costs. The Company has budgeted approximately $10,000 per
month in 2003 for general and administrative expenses. This budgeted amount
includes overhead costs and direct operating costs as well as accounting costs
associated with the audit of the Companys financial statements and anticipated
legal expenses. The Companys future success will depend largely on its
ability to identify and acquire profitable businesses through acquisition or
merger.

In November 1999, the Companys Board of Directors approved a stock option
plan, which reserves for issuance 1,923,600 shares of the Companys common
stock for its employees, directors and consultants. The Company did not grant
any options under this plan in 1999. In 2000, the Company granted 192,000
options under this plan to various Norwegian employees, including 20,000
options granted to the Companys then CEO, Elmer Lunde. There were no options
granted during 2001 or 2002. The 192,000 options granted in 2000 were
cancelled in 2002, following the sale of the Companys Norwegian subsidiary.
In connection with the issuance of option grants, the Company may incur
non-cash stock compensation expenses. The amount of these potential future
compensation expenses is unknown.

12



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##### Table of Contents



Results of Operations (in thousands)
Fiscal 2002 Compared to Fiscal 2001

CONSOLIDATED STATEMENT
OF OPERATIONS DATA
(IN THOUSANDS)

|                                                                                               |  |                          |        |      |  |   |        |  
|---------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | ---- |  | - | ------ | -
|                                                                                               |  | YEARS ENDED DECEMBER 31,
|                                                                                               |  | 2002                     |        | 2001
|                                                                                               |  |                          |        |     
|Selling, general and
administrative
expenses                                                   |  | $                        | 280    |      |  | $ | 230    |  
|Interest expense, net                                                                          |  |                          | 3      |      |  |   | 4      |  
|                                                                                               |  |                          |        |      |  |   |        |  
|Loss from continuing operations
before income taxes and
cumulative effect of accounting
change |  |                          | (283   | )    |  |   | (234   | )
|Income taxes                                                                                   |  |                          |       |      |  |   |       |  
|                                                                                               |  |                          |        |      |  |   |        |  
|Loss from continuing operations
before cumulative effect of
accounting change                  |  |                          | (283   | )    |  |   | (234   | )
|Loss from discontinued operations,
net of income taxes of $418 in
2001                         |  |                          | (3,261 | )    |  |   | (793   | )
|                                                                                               |  |                          |        |      |  |   |        |  
|Loss before cumulative effect of
accounting change                                             |  |                          | (3,544 | )    |  |   | (1,027 | )
|Cumulative effect of accounting
change                                                         |  |                          | (628   | )    |  |   |       |  
|                                                                                               |  |                          |        |      |  |   |        |  
|Net loss                                                                                       |  | $                        | (4,172 | )    |  | $ | (1,027 | )
|                                                                                               |  |                          |        |      |  |   |        |  

Results of Operations (in thousands)

Selling, General and Administrative Expenses

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##### Table of Contents



Selling, general and administrative expenses increased $50 or 22%, to $280 for
the year ended December 31, 2002 from $230 for the year ended December 31,
2001. The increase was primarily attributable to increased cost and
professional fees related to the sale of the operating subsidiaries of the
Company.

Loss from Discontinued Operations

During the year ended December 31, 2002, the Company sold its Norwegian
construction subsidiary and its equipment leasing operations, effectively
representing all of the Companys operating activities. Losses
of $3,261 from
discontinued operations during the year ended December 31, 2002, resulted
primarily from a loss of approximately $3,392 from the impairment of goodwill
associated with the Companys Norwegian operations. The 2002 loss was
decreased by gains of approximately $399 on the sale of the Companys operating
subsidiaries, but increased by a comparative amount of 2002 operating losses
from discontinued operations.

During the year ended December 31, 2001, the Company incurred losses of
approximately $793 associated with discontinued operations. These 2001 losses
were primarily the result of operating losses and increasing the deferred tax
asset valuation allowance from discontinued operations.

Net Loss

During the year ended
December 31, 2002, the Company had a net loss of $(4,172)
or $(.25) per diluted weighted-average share. During the year ended December
31, 2001, the Company reported a net loss of $(1,027) or $(.07) per diluted
weighted-average share. The $3,145 increase in net loss for the year ended
December 31, 2002, was primarily due to an increase of
approximately $2,468 in
losses from discontinued operations, a $628 loss resulting from the cumulative
effect of an accounting change related to the impairment of goodwill associated
with the acquisition of the Companys equipment leasing subsidiary and a $50
increase in selling, general and administrative expenses.

Financial Condition, Liquidity and Capital Resources (in thousands)

Operating Activities

Cash flows used in operating activities for the year ended December 31, 2002
aggregated $(2,580) compared to cash used in operating activities for the year
ended December 31, 2001 of $(1,094). The unfavorable impact on operating cash
flows for the year ended December 31, 2002 was primarily due to
$(2,091) cash
used in discontinued operations and a net loss from continuing operations of
$(283). The unfavorable impact on operating cash flows for the year ended

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##### Table of Contents



December 31, 2001 was primarily due to $(1,014) cash used in discontinued
operations and a net loss from continuing operations of $(234).

Investing Activities

Cash provided by investing activities for the years ended December 31, 2002
and 2001 aggregated $1,107 and $478, respectively. The cash provided for the
year ended December 31, 2002 was due to net activity from discontinued
operations. The cash provided for the year ended December 31, 2001 was
primarily due to net activity from discontinued operations.

Financing Activities

Cash flows provided by financing activities for the year ended December 31,
2002 were $2,128. During the year ended December 31, 2002, cash was provided
by net activity from discontinued operations of $2,328, offset by payments of
$(200) on note payable - bank. Cash flows provided by financing activities for
the year ended December 31, 2001 were $585. During the year ended December 31,
2001, cash was provided by net activity from discontinued operations of $385
plus proceeds from note payable - bank of $200.

Revolving Line of Credit

In 2001, the Company obtained a $200 line of credit from a U.S. bank. The U.S.
bank line was used primarily to fund the purchase of Vendor Leasing and provide
working capital to fund U.S. operations. The note bore interest at the prime
interest rate plus 1.00% (5.75% at December 31, 2001). The term of the line of
credit was to expire September 20, 2002. The note was paid in full and
cancelled in August 2002.

The Company currently does not have any commitments for any significant capital
expenditures during 2003. However, any acquisition or merger transaction would
result in an increase in the Companys professional services expense. The
Company believes that its available cash resources will be adequate to provide
for its anticipated working capital and capital expenditure requirements for at
least the next twelve months, which the Company estimates to be approximately
$10 per month.

Managements Plans

Since the sale of its operating subsidiaries in 2002, the Company has been
seeking an acquisition or merger candidate. The Companys
resources consisted of $681 in cash and cash equivalents as of December 31, 2002. The Company is seeking an operating company
with a viable product or service that has growth potential.
Associated with the search for an acquisition or merger candidate,
the Company has entered into a consulting agreement with a former officer of the Company. Under the agreement, the
Company will pay the former officer $10 per month for the three month period
January through March of 2003 to assist the Company in locating a
suitable acquisition or merger candidate. If an acquisition or merger
is consummated, the former officer will also receive 500,000 shares
of the Companys common stock.

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On March 25, 2003, the Company entered into a non-binding letter of intent with
Probity Investigations, Inc. (Probity), a corporation that distributes
security-monitoring equipment. The letter of intent contemplates a merger
between Probity and a subsidiary of the Company, with Probity being the
surviving corporation. There can be no assurances that a definitive agreement
will be executed with Probity or that a merger will ultimately be consummated.
In the event that a merger transaction with Probity is not consummated, there
can be no assurances that a qualified acquisition or merger candidate,
who is interested in completing a transaction can be identified and that any
such transaction will actually be consummated.

Impact of Accounting Standards Adopted During 2002

The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets effective
January 1, 2002. Under the new guidance, the Company performed a transitional
assessment of whether goodwill existing as of January 1, 2002, was impaired.
To accomplish this transitional impairment analysis, the Company identified its
reporting units and determined the carrying value of each reporting unit by
assigning the assets and liabilities, including the existing goodwill and
intangible assets, to those reporting units as of the date of adoption. In
2002, the Company determined the fair value of two of its reporting units was
less than reporting units carrying amount. The Company compared the impaired
fair value of the reporting units goodwill, determined by allocating the
reporting units fair value to all of its assets (recognized and unrecognized)
and liabilities in a manner similar to purchase price allocation in accordance
with SFAS No. 141, Business Combinations, to its carrying amount, both of
which were measured as of January 1, 2002, the date of adoption. During the
quarter ended June 30, 2002, the Company recorded a combined impairment charge
of $4,020 related to goodwill associated with its two operating subsidiaries.
Of the $4,020 charge, $3,392 associated with the Companys Norwegian subsidiary
is reported in the loss from discontinued operations and $628 associated with
the Companys equipment leasing subsidiary was reported as the cumulative
effect of an accounting change.

Impact of Accounting Standards Issued But Not Yet Adopted

In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations (SFAS No. 143), SFAS No. 143
provides new guidance on the recognition and measurement of an asset retirement
obligation and its associated asset retirement cost. It also provides
accounting guidance for legal obligations associated with the retirement of
tangible long-lived assets. The Company does not expect the adoption of this
standard to have a significant impact on its financial statements.

In April 2002, the FASB issued SFAS No. 145, Recission of FASB Statements No.
4,44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
Among other things, SFAS No. 145 eliminates the requirement that gains and
losses from the extinguishment of debt be classified as extraordinary items.
SFAS No. 145 is effective for fiscal years beginning after
December

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##### Table of Contents



15, 2002, with early adoption permitted. The Company does not expect the adoption of this
standard to have a significant impact on its financial statements.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This standard nullifies Emerging Issues
Task Force No. 94-3, Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring). This standard requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability
is incurred rather than the date of an entitys commitment to an exit plan.
SFAS No. 146 is effective after December 31, 2002. The Company does not expect
the adoption of this standard to have a significant impact on its financial
statements.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, (Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others (Fin 45).
Fin 45 requires that the guarantor recognize, at the inception of certain
guarantees, a liability for the fair value of the obligation undertaken in
issuing such guarantee. Fin 45 also requires additional disclosure about the
guarantors obligations under certain obligations that it has issued. The
initial recognition and measurement provisions of this interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002 and the disclosure requirements are effective after December
15, 2002. The Company does not expect the adoption of this standard to have a
significant impact on its financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, an Amendment of FASB Statement No.
123. SFAS No. 148 amends SFAS No. 123 to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148 also
amends the disclosure provisions of SFAS No. 123 to require prominent
disclosure about the effects on reported net income of an entitys accounting
policy decisions with respect to stock-based employee compensation. The
Company does not expect the adoption of this standard to have a significant
impact on its financial statements.

In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, Consolidation of Variable Interest Entities and Interpretation of ARB
No. 51 (Fin 46). Fin 46 establishes the criteria for consolidating variable
interest entities. The Company is evaluating Fin No. 46, which is effective
for fiscal years or interim periods beginning after June 15, 2003, to variable
entities that were acquired before February 1, 2003. The Company does not
expect the adoption of this standard to have a significant impact on its
financial statements.




Item 7.Financial Statements

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See Financial Statements and Notes to Financial Statements set forth on page
27 through 42 of this Annual Report on Form 10-KSB.




Item 8.Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosures

There have been no disagreements with independent auditors nor any changes in
the Companys independent auditors.




PART III




Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with
Section 16(a) of the Exchange Act

Our executive officers, directors and certain key employees, their ages as of
December 31, 2002 and their position(s) with SIMEX are as follows:

|                   |  |  |    |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------------------ |  |  | -- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|MR. KJELL JAGELID  |  |  | 59 |  |  | Director and President since December 2000.
Mr. Jagelid has over 20 years experience in
manufacturing and construction. Mr. Jagelid
invented equipment and processes used in the
Companys former post-tensioning construction
segment and holds approximately fifteen
patents in the manufacturing and construction
industries. Mr. Jagelid has been employed by
the Company on various occasions since the
1980s. Mr. Jagelid graduated from PHF,
Goteborg, Sweden with a Bachelors Degree in
Finance and obtained a Masters Degree in
Civil and Mechanical Engineering from GTL,
Sweden. Mr. Jagelid is fluent in Swedish,
English and the Scandinavian languages and is
conversational in German.
|                  
|MR. C. MICKLE MOYE |  |  | 66 |  |  | Director since May 1999. Chairman of the Board
since November 5, 2001. Mr. Moye has served
as the President and Chief Executive Officer
of three bank and trust companies over the
past 15 years. In December 1998, Mr. Moye
retired as President and CEO of Security State
Bank, Canton, Georgia after 10 years of
employment. Mr. Moye holds a B.S. degree in
Industrial Management from the Georgia
Institute of Technology and has pursued
post-graduate studies at the Harvard Business
School.                                                                                                                                                                                                    

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BOARD COMPOSITION

Each member of the Board of Directors is elected by the shareholders. Each
director serves for a one (1) year term.

Each officer is elected by, and serves at the discretion of, the Board of
Directors. There are no family relationships among any of the directors or
executive officers.

COMMITTEES OF THE BOARD

At a Board of Directors meeting held on November 11, 1999, the Board
established an Audit Committee and a Compensation Committee. The Audit
Committee reviews, acts on and reports to the Board of Directors with respect
to various auditing and accounting matters, including the selection of our
independent auditors, the scope of the annual audits, fees to be paid to the
independent auditors, the performance of our independent auditors and our
accounting practices.

The Compensation Committee establishes salaries, incentives and other forms of
compensation for our officers and other employees and administers our incentive
compensation and benefit plans.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of SIMEXs Board of Directors, its executive officers and holders
of 10% or more of its outstanding common stock are subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended, which require them to file reports with respect to their ownership of
SIMEX common stock and their transactions in such common stock. Based upon (1)
the copies of Section 16(a) reports that SIMEX received from such persons for
transactions in the common stock and their common stock holdings for the fiscal
year ended December 31, 2002, and (2) the written representations received from
one or more of such persons that no annual Form 5 reports were required to be
filed by them for such period. SIMEX believes that all reporting requirements
under Section 16(a) for such period were met in a timely manner by its
executive officers, Board members and greater than 10% shareholders, except as
described herein.

Mr. Jagelid failed to timely file a Form 4 to report his receipt of 150,000
shares of common stock from the Company in December 2002. Mr. Jagelid filed a
Form 4 to report this acquisition on April  9, 2003.

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##### Table of Contents






Item 10.
Executive Compensation

Other than the Companys former Treasurer, Elmer Lunde, no executive officer, director or other individual received compensation of more than $100,000 for
the prior fiscal year.

The compensation paid in 2002, 2001 and 2000 to the Chief Executive Officer of the Company and to the President of the Company is set forth in the table
below.

SUMMARY COMPENSATION TABLE THE COMPANY

|              |  |      |      |     |  |        |         |       |  |              |   |       |  |              |   |                        |  |              |         |         |  |      |        |       |  |  |   |  |  |     |         | 
|------------- |  | ---- | ---- | --- |  | ------ | ------- | ----- |  | ------------ | - | ----- |  | ------------ | - | ---------------------- |  | ------------ | ------- | ------- |  | ---- | ------ | ----- |  |  | - |  |  | --- | ------- | 
|              |  |      |      |     |  |        |         |       |  | ANNUAL       |   |       |  |              |   |                        |  |              |         |         |  |      |        |       |  |  |   |  |  |    
|              |  |      |      |     |  |        |         |       |  | COMPENSATION |   |       |  |              |   | LONG-TERM COMPENSATION |  |              |         |         |  |      |        |      
|              |  |      |      |     |  |        |         |       |  |              |   |       |  |              |   |                        |  | AWARDS       |         | PAYOUTS |  |      |        |       |  |  |   | 
|              |  |      |      |     |  |        |         |       |  |              |   |       |  |              |   |                        |  |              |         |         |  |      |        |       |  |  |   |  |  | ALL
|NAME AND      |  |      |      |     |  |        |         |       |  |              |   |       |  | OTHER ANNUAL |   | RESTRICTED             |  |              | OPTIONS |         |  | LTIP |        | OTHER
|PRINCIPAL     |  |      |      |     |  | SALARY |         | BONUS |  | COMPENSATION |   | STOCK |  | /SARs        |   | PAYOUT                 |  | COMPENSATION
|POSITION      |  | YEAR |      | ($) |  | ($)    |         | ($)   |  | AWARDS       |   | (#)   |  | ($)          |   | ($) (3)               
|Kjell Jagelid |  |      | 2002 |     |  |        | 0       |       |  |              | 0 |       |  |              | 0 |                        |  |              | 0       |         |  |      | 0      |       |  |  | 0 |  |  |     | 153,700 | 
|President (1) |  |      | 2001 |     |  |        | 0       |       |  |              | 0 |       |  |              | 0 |                        |  |              | 0       |         |  |      | 0      |       |  |  | 0 |  |  |     | 10,500  | 
|              |  |      | 2000 |     |  |        | 0       |       |  |              | 0 |       |  |              | 0 |                        |  |              | 0       |         |  |      | 0      |       |  |  | 0 |  |  |     | 7,250   | 
|Elmer Lunde   |  |      | 2002 |     |  |        | 125,000 |       |  |              | 0 |       |  |              | 0 |                        |  |              | 0       |         |  |      | 0      |       |  |  | 0 |  |  |     | 0       | 
|Treasurer (2) |  |      | 2001 |     |  |        | 157,430 |       |  |              | 0 |       |  |              | 0 |                        |  |              | 0       |         |  |      | 0      |       |  |  | 0 |  |  |     | 0       | 
|              |  |      | 2000 |     |  |        | 199,000 |       |  |              | 0 |       |  |              | 0 |                        |  |              | 0       |         |  |      | 20,000 |       |  |  | 0 |  |  |     | 0       | 



|(1)                                                                                                                                                                                                                                                                                  |  | Mr. Jagelid was elected President and a Director in December 2000.                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                    
|(2)                                                                                                                                                                                                                                                                                  |  | Mr. Lunde resigned his position in July 2002, commensurate with the sale of
the Companys Norwegian subsidiary.
|                                                                                                                                                                                                                                                                                    
|(3)        
Mr. Jagelids other compensation in 2000 and 2001 consisted of
professional fees for management services rendered. Mr. Jagelids 2002 other
compensation consisted primarily of professional fees for his negotiation of
the sale of the Companys Norwegian subsidiary.

There were 192,000 stock option granted to Norwegian employees of the Company
during the year ended December 31, 2000, including 20,000 options granted to
the Companys then CEO, Elmer Lunde. These options were cancelled following
the sale of the Companys Norwegian subsidiary during 2002. The Company has no
stock appreciation rights (SARs) outstanding.

20



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DIRECTOR COMPENSATION

Outside Directors receive $1,000 per meeting. Other Directors receive no cash
remuneration for serving on the Board of Directors but are reimbursed for
reasonable expenses incurred by them in attending Board and Committee meetings.

EMPLOYEE CONTRACTS

The Company has no employment agreements.




Item 11.
Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 2002 certain information
regarding beneficial ownership of common stock by:



| | - |  | Each person known to the Company who owns beneficially more than five
percent (5%) of the common stock;
| | - |  | -------------------------------------------------------------------------------------------------------
|
| | - |  | The directors;                                                                                         
|
| | - |  | The executive officers; and                                                                            
|
| | - |  | All executive officers and directors as a group.                                                       

Beneficial ownership is determined in accordance with the rules and regulations
of the Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are
currently exercisable or exercisable within sixty (60) days of the date of this
Registration Statement are deemed outstanding. These shares, however are not
deemed outstanding for the purposes of computing the percentage ownership of
any other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, each shareholder named in the
table has sole voting and investment power with respect to the shares set forth
opposite such shareholders name. Unless otherwise indicated, the address for
the following shareholders is c/o SIMEX Technologies, Inc.

21



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##### Table of Contents



|                                                                        |  |                          |           |            |  |  |       |  
|----------------------------------------------------------------------- |  | ------------------------ | --------- | ---------- |  |  | ----- | -
|                                                                        |  | COMMON                  
|                                                                        |  | STOCK BENEFICIALLY OWNED
|NAME AND ADDRESS OF
BENEFICIAL OWNER (1)                                |  | NO. OF SHARES            |           | % OF CLASS
|BYRNE
ELEKTRISKE A/S (2)Blaberg 30Kvernland, Norway 4355                |  |                          | 2,872,340 |            |  |  | 17.34 | %
|LANCER
OFFSHORE, INC375 Park Avenue, Suite 2006New York, New York 10512 |  |                          | 1,516,000 |            |  |  | 9.15  | %
|Mr. KJELL JAGELID (3)                                                   |  |                          | 5,222,500 |            |  |  | 31.53 | %
|ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (2 Persons)             |  |                          | 5,222,500 |            |  |  | 31.53 | %



---

|(1) |  | Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. Under the rules of the
Securities and Exchange Commission, a person is deemed to be a
beneficial owner of securities if he or she has or shares the power to
vote or direct the voting of such securities or the power to direct the
disposition of such securities. A person is deemed to be the beneficial
owner of any securities of which that person has the right to acquire
beneficial ownership within 60 days. More than one person may be deemed
to be a beneficial owner of the same securities.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Shares acquired from purchase of Byrne Elektriske by the Company in July
of 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) |  | Includes 4,750,000 shares beneficially owned through the Montain Sebring
Generale Corporation (see Item 12 Sale of Shares in this report).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

In November 1999, the Companys board of directors approved a stock based
compensation plan (Plan) under which shares or options can be granted to
employees, directors and consultants. The Company will measure compensation
cost using the intrinsic value method of accounting prescribed by APB Opinion
No. 25 Accounting for Stock Issued to Employees. The Plan reserves for
issuance 1,923,600 shares of the Companys common stock for its employees,

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##### Table of Contents



directors and consultants. As of December 31, 2002, there were no
options granted under the Companys stock option plan.

The following table presents the summary information relative to the Companys
equity compensation plan.

|                                                           |       |     |                   |            |                   |                |                      |   |                      |  |            |           | 
|---------------------------------------------------------- | ----- | --- | ----------------- | ---------- | ----------------- | -------------- | -------------------- | - | -------------------- |  | ---------- | --------- | 
|Equity Compensation Plan Information                      
|                                                           |       |     |                   |            |                   |                |                      |   |                      |  | Number of 
|                                                           |       |     |                   |            |                   |                |                      |   |                      |  | securities
|                                                           |       |     | Number of         |            |                   |                |                      |   | remaining           
|                                                           |       |     | securities to
be  |            |                   |                |                      |   | available for future
|                                                           |       |     | issued
upon       |            |                   |                |                      |   | issuance under      
|                                                           |       |     | exercise
of       |            | Weighted-average  |                | equity              
|                                                           |       |     | outstanding       |            | exercise price of |                | compensation        
|                                                           |       |     | options,
warrants |            | outstanding       |                | plans (excluding    
|                                                           |       |     | and rights        |            | options, warrants |                | securities reflected
|Plan category                                              |       | (a) |                   | and rights |                   | in column (a))
|Equity compensation
plans approved by
security holders     |       |     |                  |            |                   |                |                     |   |                      |  | 1,923,600  |          
|Equity compensation
plans not approved
by security holders |       |     |                  |            |                   |                |                     |   |                      |  |           |          
|                                                           | Total |     |                   |           |                   |                |                      |  |                      |  |            | 1,923,600 | 
|                                                           |       |     |                   |            |                   |                |                      |   |                      |  |            |           | 




Item 12.Certain Relationships and Related Transactions

Future Transactions

All future transactions, including loans between the Company and its officers,
directors, principal shareholders and their affiliates, are required to be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested outside directors on the Board and will be on
terms no less favorable than could be obtained from unaffiliated third parties.

Sale to Former Employee

23



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##### Table of Contents

'

On October 1, 2001, the Company sold its 51% interest in Unitron to a former
employee for 200,000 shares of the Companys common stock. The shares were
subsequently used on October 10, 2001 to complete the Companys purchase of
Hellevicks.

Sale of Shares

In December of 2000, Montain Sebring Generale, a Luxembourg Corporation whose
sole trustee is Mr. Jan Bouts entered into a Purchase and Sales Agreement with
Elmer Lunde (CEO and Chairman of the Board of the Company), Knut T. Rojvold (a
key employee of the Company), and Oystein Frafjord (a key employee of the
Company) (collectively the Sellers) for the purchase of a portion of their
common shares in SIMEX Technologies, Inc. The following is a table of the
number of shares sold and the number of remaining shares for each of the
Sellers.

|                 |  |                       |           |                            |  |  |         | 
|---------------- |  | --------------------- | --------- | -------------------------- |  |  | ------- | 
|                 |  | Number of shares sold |           | Number of remaining shares
|Elmer Lunde      |  |                       | 4,750,000 |                            |  |  | 414,779 | 
|Knut Rojvold     |  |                       | 225,000   |                            |  |  | 505,323 | 
|Oystein Frafjord |  |                       | 225,000   |                            |  |  | 505,323 | 

The purchase price of the shares was $.24 per share. A Promissory Note (the
Note) was executed by Montain Sebring Generale to the Sellers. The aggregate
principal amount of the Note is $1,248,000. The terms of the Note require all
of the 5,200,000 shares sold to be held as security until the Note is paid in
full. The first payment on the Note, in the amount of $198,000, was made on
March 28, 2001.

The beneficiaries of Montain Sebring Generale are Kjell Jagelid (the Companys
President and a Director) and certain members of Elmer Lundes (the Companys
former Treasurer and a Director) family.

The Note is also secured by certain tangible assets and a Guaranty executed by
Kjell Jagelid. All of the shares of stock are pledged pursuant to a Security
Agreement to secure the repayment of the Note.

Consulting Agreement

Associated with the search for an acquisition or merger candidate,
the Company has entered into a consulting agreement with Arnold
Johns, a former officer of the Company. Under the agreement, the
Company will pay Mr. Johns $10 per month for the three month period
January through March of 2003 to assist the Company in locating a
suitable acquisition or merger candidate. If an acquisition or merger
is consummated, the former officer will also receive 500,000 shares
of the Companys common stock.




Item 13.Exhibits and Reports on Form 8-K.



|(a) |  | Exhibits:          The following exhibits are filed as part of this report:
|--- |  | ---------------------------------------------------------------------------

|    |  |                   
|--- |  | ------------------
|2.1 |  | Plan of Merger (1)

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|     |  |                                                                                                                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Incorporation (1)                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                    
|3.2  |  | Bylaws (1)                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                    
|10.1 |  | Stock Purchase Agreement documenting the purchase of Byrne
Elektriske A/S, a Norwegian corporation. (2)                                                                                                                                            
|     |  |                                                                                                                                                                                                                                                    
|10.2 |  | Stock Purchase Agreement documenting the sale of our Norwegian
subsidiary. (3)                                                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                    
|10.3 |  | Stock Based Compensation Plan executed November 1999.                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                    
|21.1 |  | List of the Companys subsidiaries                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                    
|99.1 |  | Certification of Translated Foreign Language Documents (1)                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                    
|99.2 |  | Cautionary Statement under Private Securities Litigation Reform Act
of 1995  Safe Harbor for Forward-Looking Disclosures.                                                                                                                       
|     |  |                                                                                                                                                                                                                                                    
|99.3 |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Kjell
Jagelid, Chief Executive Officer, President and Acting Chief Financial Officer of
SIMEX Technologies, Inc.



|(1) |  | Incorporated by reference to our registration statement on Form
10-SB, filed on September 14, 1999.
|--- |  | ---------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference to our current report on Form 8-K, filed on
July 17, 2001.               
|   
|(3) |  | Incorporated by reference to our information statement on Schedule
14C, filed on July 12, 2002.    

(b) No reports on Form 8-K were filed during the quarter ended December 31,2002




Item 14.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Within ninety (90) days prior to the date of this report, an evaluation was
performed under the supervision and with the participation of the Companys
management, including the President and Chief Executive Officer (CEO) and the
acting Chief Financial Officer (CFO), of the effectiveness of the design and
operation of the Companys disclosure controls and procedures. Based on that
evaluation, the Companys management, including the CEO and CFO, concluded that
the Companys disclosure controls and procedures were effective in bringing to
their attention material information relating to the Company required to be
included in the Companys periodic SEC filings.

Changes in Internal Controls

25



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There have been no significant changes in the Companys internal controls or in
other factors that could significantly affect internal controls subsequent to
the most recent evaluation conducted by the CEO and CFO.

26



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INDEX TO FINANCIAL STATEMENTS FOR THE COMPANY
SIMEX TECHNOLOGIES, INC.
AND SUBSIDIARIES

|                                                                                               |  |  |    | 
|---------------------------------------------------------------------------------------------- |  |  | -- | 
|Independent auditors report                                                                   |  |  | 28 | 
|Consolidated balance sheet as of December 31, 2002                                             |  |  | 29 | 
|Consolidated statements of operations for the years ended December 31, 2002 and 2001           |  |  | 30 | 
|Consolidated statements of shareholders equity for the years ended December 31,
2002 and 2001 |  |  | 31 | 
|Consolidated statements of cash flows for the years ended December 31, 2002 and 2001           |  |  | 32 | 
|Notes to consolidated financial statements                                                     |  |  | 34 | 

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INDEPENDENT AUDITORS REPORT

The Board of Directors and Shareholders
SIMEX Technologies, Inc.:

We have audited the accompanying consolidated balance sheet of SIMEX
Technologies, Inc. and subsidiaries as of December 31, 2002, and the related
consolidated statements of operations, shareholders equity and cash flows for
each of the years in the two-year period ended December 31, 2002. These
consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of SIMEX
Technologies, Inc. and subsidiaries as of December 31, 2002, and the results of
their operations and their cash flows for each of the years in the two-year
period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in note 1 to the consolidated financial statements, the
Company changed its method of accounting for goodwill and other intangible
assets in 2002.

KPMG LLP

Atlanta, Georgia
March 21, 2003

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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
(In thousands)

|                                     |                                                                                        |  |                                            |                      |   |              |     | 
|------------------------------------ | -------------------------------------------------------------------------------------- |  | ------------------------------------------ | -------------------- | - | ------------ | --- | 
|                                     |                                                                                        |  |                                            |                      |   | DECEMBER 31,
|                                     |                                                                                        |  |                                            |                      |   | 2002        
|                                     |                                                                                        |  |                                            |                      |   |             
|ASSETS                               |                                                                                        |  |                                            |                     
|Current assets:                      |                                                                                        |  |                                            |                     
|                                     | Cash and cash equivalents                                                              |  | $                                          | 681                  |  
|                                     | Prepaid expenses and other current assets                                              |  |                                            | 1                    |  
|                                     |                                                                                        |  |                                            |                      |   |             
|                                     |                                                                                        |  |                                            | Total current assets |   | $            | 682 | 
|                                     |                                                                                        |  |                                            |                      |   |             
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                                        |  |                                            |                     
|Current liabilities:                 |                                                                                        |  |                                            |                     
|                                     | Accounts payable                                                                       |  | $                                          | 35                   |  
|                                     | Accrued liabilities                                                                    |  |                                            | 5                    |  
|                                     |                                                                                        |  |                                            |                      |   |             
|                                     |                                                                                        |  | Total current liabilities                  |                      |   | 40           |    
|                                     |                                                                                        |  |                                            |                      |   |             
|Shareholders equity:                |                                                                                        |  |                                            |                     
|                                     | Common stock, $.001 par value. Authorized 50,000 shares;
16,565 shares issued (note 6) |  |                                            | 17                   |  
|                                     | Additional paid-in capital                                                             |  |                                            | 9,720                |  
|                                     | Accumulated deficit                                                                    |  |                                            | (9,065               | )
|                                     | Treasury stock, 10 shares at cost                                                      |  |                                            | (30                  | )
|                                     |                                                                                        |  |                                            |                      |   |             
|                                     |                                                                                        |  | Total shareholders equity                 |                      |   | 642          |    
|                                     |                                                                                        |  |                                            |                      |   |             
|Commitments
(note 3)                 |                                                                                        |  |                                            |                     
|                                     |                                                                                        |  | Total liabilities and shareholders equity |                      | $ | 682          |    
|                                     |                                                                                        |  |                                            |                      |   |             

See accompanying notes to consolidated financial statements.

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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)

|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |      |        |   |      |  
|----------------------------------------------- | ------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ---- | -------------------------------------- | ------ | ------------ | ---- | ---- | ------ | - | ---- | -
|                                                |                                                                     |                                                                                                |      |                                        |        | YEARS ENDED 
|                                                |                                                                     |                                                                                                |      |                                        |        | DECEMBER 31,
|                                                |                                                                     |                                                                                                |      |                                        |        |             
|                                                |                                                                     |                                                                                                |      |                                        |        | 2002         |      | 2001
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|Selling, general, and administrative expenses   |                                                                     | $                                                                                              | 280  |                                        |        | $            | 230  |     
|Interest expense - net                          |                                                                     |                                                                                                | 3    |                                        |        |              | 4    |     
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                |                                                                     | Loss from continuing operations before
income taxes and cumulative effect of
accounting change |      |                                        | (283   | )            |      |      | (234   | )
|Income taxes (note 5)                           |                                                                     |                                                                                                |     |                                        |        |              |     |     
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                |                                                                     | Loss from continuing operations before
cumulative effect of accounting change                  |      |                                        | (283   | )            |      |      | (234   | )
|Discontinued operations (note 2):               |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                | Loss from discontinued operations, net
of income taxes $418 in 2001 |                                                                                                |      | (3,261                                 | )      |              |      | (793 | )     
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                |                                                                     | Loss before cumulative effect of
accounting
change                                             |      |                                        | (3,544 | )            |      |      | (1,027 | )
|Cumulative effect of accounting change (note 1) |                                                                     |                                                                                                | (628 | )                                      |        |              |     |     
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                |                                                                     | Net loss                                                                                       |      | $                                      | (4,172 | )            |      | $    | (1,027 | )
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|Loss per share (note 7):                        |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                |                                                                     | Basic and diluted:                                                                             |      |                                        |        |              |      |      |        |  
|                                                |                                                                     |                                                                                                |      | Continuing operations                  |        | $            | (.02 | )    |        | $ | (.02 | )
|                                                |                                                                     |                                                                                                |      | Discontinued operations                |        |              | (.19 | )    |        |   | (.05 | )
|                                                |                                                                     |                                                                                                |      | Cumulative effect of accounting change |        |              | (.04 | )    |        |   |     |  
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     
|                                                |                                                                     |                                                                                                |      | Net loss                               |        | $            | (.25 | )    |        | $ | (.07 | )
|                                                |                                                                     |                                                                                                |      |                                        |        |              |      |     

See accompanying notes to consolidated financial statements.

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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders Equity
Years ended December 31, 2002 and 2001
(In thousands)


|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |        |        |  
|------------------------------------ | ---------------------------------------- | ------------------------ | ------------ |  | ---------- | -- | ----------- |  | -------- | ----- | ----------- |  | ---------- | ------ | ------------- | - | ------ | --- | - |  | ----- | ------ | -------------- | - | - | ---- | - |  | - | ----- | ------ | ------ | -
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        | ACCUMULATED    |   |   |      |   |  |   |       |       
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        | OTHER          |   |   |      |   |  |   |       |       
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        | COMPREHENSIVE  |   |   |      |   |  |   |       |       
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        | LOSS  FOREIGN |   |   |      |   |  |   |       |       
|                                     |                                          |                          | COMMON STOCK |  | ADDITIONAL |    |             |  |          |       |             |  |            |        | CURRENCY      |   |        |     |   |  | TOTAL
|                                     |                                          |                          |              |  | PAID-IN    |    | ACCUMULATED |  | TREASURY |       | TRANSLATION |  | DEFERRED   |        | SHAREHOLDERS'
|                                     |                                          |                          | SHARES       |  | AMOUNT     |    | CAPITAL     |  | DEFICIT  |       | STOCK       |  | ADJUSTMENT |        | COMPENSATION  |   | EQUITY
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |       
|Balances at December 31, 2000        |                                          | 12,994                   |              |  | $          | 14 |             |  | $        | 6,479 |             |  | $          | (3,866 | )             |   | $      | (30 | ) |  | $     | (1,132 | )              |   | $ |     |   |  | $ | 1,465 |       
|Issuance of common stock (note 6)    |                                          | 199                      |              |  |            |   |             |  |          | 15    |             |  |            |        |               |   |        |     |   |  |       |       |                |   |   |      |   |  |   | 15    |       
|Purchase of businesses               |                                          | 3,372                    |              |  |            | 3  |             |  |          | 2,907 |             |  |            |       |               |   |        |    |   |  |       |       |                |   |   |     |   |  |   | 2,910 |       
|Deferred compensation in acquisition |                                          |                         |              |  |            |   |             |  |          | 319   |             |  |            |       |               |   |        |    |   |  |       |       |                |   |   | (319 | ) |  |   |      |       
|Deferred compensation amortized      |                                          |                         |              |  |            |   |             |  |          |      |             |  |            |       |               |   |        |    |   |  |       |       |                |   |   | 160  |   |  |   | 160   |       
|Comprehensive loss:                  |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |       
|                                     | Net loss                                 |                          |             |  |            |    |            |  |          |       |            |  |            |        | (1,027        | ) |        |     |  |  |       |        |               |   |   |      |  |  |   |       | (1,027 | )     
|                                     | Foreign currency translation adjustments |                          |             |  |            |    |            |  |          |       |            |  |            |        |              |   |        |     |  |  |       |        | (119           | ) |   |      |  |  |   |       | (119   | )     
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |       
|                                     |                                          | Total comprehensive loss |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |        | (1,146 | )
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |       
|Balances at December 31, 2001        |                                          | 16,565                   |              |  |            | 17 |             |  |          | 9,720 |             |  |            | (4,893 | )             |   |        | (30 | ) |  |       | (1,251 | )              |   |   | (159 | ) |  |   | 3,404 |       
|Deferred compensation amortized      |                                          |                         |              |  |            |   |             |  |          |      |             |  |            |       |               |   |        |    |   |  |       |       |                |   |   | 159  |   |  |   | 159   |       
|Comprehensive loss:                  |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |       
|                                     | Net loss                                 |                          |             |  |            |    |            |  |          |       |            |  |            |        | (4,172        | ) |        |     |  |  |       |        |               |   |   |      |  |  |   |       | (4,172 | )     
|                                     | Foreign currency translation adjustments |                          |             |  |            |    |            |  |          |       |            |  |            |        |              |   |        |     |  |  |       |        | 1,251          |   |   |      |  |  |   |       | 1,251  |       
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |       
|Balances at December 31, 2002        |                                          | 16,565                   |              |  | $          | 17 |             |  | $        | 9,720 |             |  | $          | (9,065 | )             |   | $      | (30 | ) |  | $     |       |                |   | $ |     |   |  | $ | 642   |       
|                                     |                                          |                          |              |  |            |    |             |  |          |       |             |  |            |        |               |   |        |     |   |  |       |        |                |   |   |      |   |  |   |       |       

See accompanying notes to consolidated financial statements.

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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)

|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |      |      |    |        |  
|------------------------------------------------------------ | -------------------------------------------------- | ----------------------------------------------------------------------------- | -------------------------------------------- | ----------------------------------------- | ---- | ------------ | ------ | ---- | ---- | -- | ------ | -
|                                                             |                                                    |                                                                               |                                              |                                           |      | YEARS ENDED 
|                                                             |                                                    |                                                                               |                                              |                                           |      | DECEMBER 31,
|                                                             |                                                    |                                                                               |                                              |                                           |      |             
|                                                             |                                                    |                                                                               |                                              |                                           |      | 2002         |        | 2001
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|Cash flows from operating activities:                        |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             |                                                    | Loss from continuing operations before cumulative effect of
accounting change |                                              | $                                         | (283 | )            |        | $    | (234 | ) 
|                                                             |                                                    | Adjustments to reconcile net loss to net cash
used in operating activities:   |                                              |                                           |      |              |        |      |      |   
|                                                             |                                                    |                                                                               | Depreciation and amortization                |                                           |      | 8            |        |      |      | 10 |       
|                                                             |                                                    |                                                                               | Other                                        |                                           |      | 4            |        |      |      | 1  |       
|                                                             |                                                    |                                                                               | Changes in operating assets and liabilities: |                                           |      |              |        |      |      |    |       
|                                                             |                                                    |                                                                               |                                              | Prepaid expenses and other current assets |      |              | (1     | )    |      |    |       |  
|                                                             |                                                    |                                                                               |                                              | Accounts payable                          |      |              | (32    | )    |      |    | 49     |  
|                                                             |                                                    |                                                                               |                                              | Other current liabilities                 |      |              | (185   | )    |      |    | 94     |  
|                                                             |                                                    |                                                                               |                                              | Net activity from discontinued operations |      |              | (2,091 | )    |      |    | (1,014 | )
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             |                                                    |                                                                               |                                              | Net cash used in operating activities     |      |              | (2,580 | )    |      |    | (1,094 | )
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|Cash flows from investing activities:                        |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             | Acquisitions of machinery and equipment            |                                                                               |                                              |                                          |      |              |        | (3   | )   
|                                                             | Net activity from discontinued operations          |                                                                               |                                              | 1,107                                     |      |              |        | 481  |     
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             |                                                    |                                                                               |                                              | Net cash provided by investing activities |      |              | 1,107  |      |      |    | 478    |  
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|Cash flows from financing activities:                        |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             | Proceeds
(payments) from note payable  banks, net |                                                                               |                                              | (200                                      | )    |              |        | 200  |     
|                                                             | Net activity from discontinued operations          |                                                                               |                                              | 2,328                                     |      |              |        | 385  |     
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             |                                                    |                                                                               |                                              | Net cash provided by financing activities |      |              | 2,128  |      |      |    | 585    |  
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|Effect of exchange rate changes in cash and cash equivalents |                                                    |                                                                               | 25                                           |                                           |      |              | 31     |     
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|                                                             |                                                    |                                                                               |                                              | Net change in cash and cash equivalents   |      |              | 680    |      |      |    | 0      |  
|Cash and cash equivalents at beginning of year               |                                                    |                                                                               | 1                                            |                                           |      |              | 1      |     
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |     
|Cash and cash equivalents at end of year                     |                                                    | $                                                                             | 681                                          |                                           |      | $            | 1      |     
|                                                             |                                                    |                                                                               |                                              |                                           |      |              |        |      |      |   

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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows, Continued
(In thousands)

|                                                                            |                                 |                                        |           |   |              |   |      |   |        |     | 
|--------------------------------------------------------------------------- | ------------------------------- | -------------------------------------- | --------- | - | ------------ | - | ---- | - | ------ | --- | 
|                                                                            |                                 |                                        |           |   | YEARS ENDED 
|                                                                            |                                 |                                        |           |   | December 31,
|                                                                            |                                 |                                        |           |   |             
|                                                                            |                                 |                                        |           |   | 2002         |   | 2001
|                                                                            |                                 |                                        |           |   |              |   |     
|Supplemental disclosure of cash flows information:                          |                                 |                                        |           |   |              |   |      |  
|                                                                            | Cash paid during the years for: |                                        |           |   |              |   |      |   |       
|                                                                            |                                 | Interest
 continuing operations       |           | $ | 6            |   |      | $ | 4      |    
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|                                                                            |                                 | Interest
 discontinued operations     |           | $ | 190          |   |      | $ | 467    |    
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|                                                                            |                                 | Income
taxes  continuing operations   |           | $ |             |   |      | $ |       |    
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|                                                                            |                                 | Income
taxes  discontinued operations |           | $ |             |   |      | $ |       |    
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|                                                                            |                                 | Acquisitions
 discontinued operations |           | $ |             |   |      | $ | 417    |    
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|In July 2001, the Company acquired the assets of
Bryne Elektriske (note 8): |                                 |                                        |           |   |              |   |      |  
|                                                                            |                                 | Fair value of tangible assets acquired |           | $ |             |   |      | $ | 164    |    
|                                                                            |                                 | Goodwill                               |           |   |             |   |      |   | 2,751  |    
|                                                                            |                                 | Deferred compensation                  |           |   |             |   |      |   | 319    |    
|                                                                            |                                 | Liabilities assumed                    |           |   |             |   |      |   | (188   | )  
|                                                                            |                                 | Common stock                           |           |   |             |   |      |   | (2,729 | )  
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|                                                                            |                                 |                                        | Cash paid |   | $            |  |      |   | $      | 317 | 
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|In August 2001, the Company acquired the assets of
Vendor Leasing (note 8): |                                 |                                        |           |   |              |   |      |  
|                                                                            |                                 | Fair value of tangible assets acquired |           | $ |             |   |      | $ | 118    |    
|                                                                            |                                 | Goodwill                               |           |   |             |   |      |   | 628    |    
|                                                                            |                                 | Liabilities assumed                    |           |   |             |   |      |   | (146   | )  
|                                                                            |                                 | Common stock                           |           |   |             |   |      |   | (500   | )  
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    
|                                                                            |                                 |                                        | Cash paid |   | $            |  |      |   | $      | 100 | 
|                                                                            |                                 |                                        |           |   |              |   |      |   |        |    

See accompanying notes to consolidated financial statements.

33





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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2002 and 2001

(In thousands, except per share data)

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES



| | (A) |  | DESCRIPTION OF BUSINESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | SIMEX Technologies, Inc. and subsidiaries (collectively, the
Company) sold its two operating subsidiaries during the year
ended December 31, 2002. As a result the operating activities of
the Company will be reported as discontinued operations. The
Company had no operating activities as of December 31, 2002. (see
note 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (B) |  | PRINCIPLES OF CONSOLIDATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |     |  | The consolidated financial statements include the financial
statements of SIMEX Technologies, Inc. and its subsidiaries. All
significant intercompany balances and transactions have been
eliminated in consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (C) |  | CASH EQUIVALENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | Cash equivalents of $681 at December 31, 2002 consist of cash and
money market accounts. For purposes of the consolidated
statements of cash flows, the Company considers all highly liquid
debt instruments with original maturities of three months or less
to be cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (D) |  | GOODWILL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |     |  | In July 2001, the Financial Accounting Standards Board issued SFAS
No. 142 Goodwill and Other Intangible Assets, which was adopted
by the Company effective January 1, 2002. Under SFAS No. 142,
goodwill and other intangible assets with indefinite useful lives
will no longer be amortized, but will instead be tested
periodically for impairment. SFAS No. 142 also requires that
intangible assets with definite useful lives be amortized over
their respective estimated useful lives to their estimated
residual values, and reviewed periodically for impairment. At
December 31, 2001, the Company reported approximately $6 million
of unamortized goodwill that was subject to the transition
provisions of SFAS No. 142. The Company has determined the effect
of adopting SFAS No. 142 and made appropriate adjustments to its
goodwill valuation during 2002. The financial impact of the
goodwill valuation adjustment recorded in 2002 was an approximate
$4,020 charge to net loss consisting of $3,392 impairment charge
and $628 as a cumulative effect in change of accounting.

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| |     |  | The pro forma effect had the Company not amortized goodwill in
2001 was no effect on continuing operations and net loss and loss
per share would have been $(968) and $(.07) per share,
respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | In 2001 and prior years goodwill, which represents the excess of
purchase price over fair value of net assets acquired, was
amortized on a straight-line basis over the expected periods to be
benefited, generally 20 years. The Company assesses the
recoverability of this intangible asset by determining whether the
amortization of the goodwill balance over its remaining life can
be recovered through undiscounted future operating cash flows of
the acquired operation.                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (E) |  | IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE
DISPOSED OF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The Company accounts for long-lived assets in accordance with the
provisions of SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. This Statement requires that
long-lived assets and certain identifiable intangibles be reviewed
for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to
future net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.
|
| | (F) |  | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | Income taxes are accounted for under the asset and liability
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 and operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.                                                                                                                                                             
|
| | (G) |  | RESEARCH AND DEVELOPMENT, AND ADVERTISING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |     |  | All research, development and advertising costs for the years
ended December 31, 2002 and 2001 are reported by the Company
within discontinued operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (H) |  | COMPREHENSIVE INCOME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |     |  | The Company applies the provisions of SFAS No. 130, Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and presentation of comprehensive income and its
components in a full set of financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |     |  | Comprehensive income consists of net income (loss) and foreign currency
translation adjustment and is presented in the
consolidated statements of shareholders equity. The Statement
requires only additional disclosures in the consolidated financial
statements; it does not affect the Companys financial position or
results of operations.                                                                                                                                                                                                                                                                        
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (I) |  | FOREIGN CURRENCY TRANSLATION ADJUSTMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | The Company applies Financial Accounting Standards Board Statement
No. 52, Foreign Currency Translation (FAS 52) for its subsidiaries
outside the United States. Assets and liabilities denominated in
foreign functional currencies are translated at the exchange rate
as of the balance sheet date. Revenues, costs, and expenses are
translated at the weighted average exchange rate for the period.
Translation adjustments are recorded as a separate component of
other comprehensive loss.                                                                                                                       
|
| | (J) |  | EARNINGS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The Company applies the provisions of Statement of Financial
Accounting Standards (SFAS) No. 128, Earnings Per Share. Basic
earnings per share is computed by dividing net income (loss) by
the weighted average number of shares of common stock outstanding
during the year. Diluted earnings per share is computed by
dividing net income (loss) by the sum of (1) the weighted average
number of shares of common stock outstanding during the period,
(2) the dilutive effect, if any, of stock options using the
treasury stock method, and (3) dilutive effect, if any, of other
potentially dilutive securities.
|
| | (K) |  | USE OF ESTIMATES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     |  | Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities
and the disclosure of contingent assets and liabilities to prepare
these financial statements in conformity with accounting
principles generally accepted in the United States of America.
Actual results could differ from those estimates.                                                                                                                                                                                                                                                 
|
| | (L) |  | RECLASSIFICATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     |  | Certain 2001 amounts have been reclassified for comparability with
2002 amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



|(2) |  | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | On May 15, 2002, the Company entered into a binding agreement to sell its
Norwegian subsidiary to Jostein Tjelta, a Norwegian businessman. The
agreement was approved by a unanimous vote of the Companys Board of
Directors. Under the terms of the agreement, the Company received $1,500
in cash for all the common shares of its Norwegian subsidiary and agreed
to cancel certain intercompany indebtedness due to the Company from its
Norwegian subsidiary.
The $1,500 was received by the Company and escrowed on May 16, 2002. On
July 12, 2002, the Company mailed to shareholders and filed with

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|    |  | the SEC a definitive Form 14C which acknowledged that holders of a majority of
the Companys outstanding common stock had already agreed to vote in
favor of the sale. The sale closed on August 2, 2002 and the funds were
released to the Company from the escrow account. The Company recorded a
gain of $317 on the sale of its Norwegian subsidiary. Operating results
of the Companys Norwegian subsidiary are reported as discontinued
operations.                                                                                                                                                                                                                                                                    
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | During the quarter ended September 30, 2002, the Company made a decision
to sell its wholly owned subsidiary, Simex Capital, Inc., which included
the Companys equipment leasing operations. The sale was approved by a
unanimous vote of the Companys Board of Directors. Under the terms of
the sale, the Company received 150,000 shares of the Companys common stock,
a nominal cash amount and agreed to cancel certain intercompany
indebtedness for all the common shares of Simex Capital, Inc. The sale
closed on November 13, 2002. The Company recorded a gain of $82 on the
sale of Simex Capital, Inc. Operating results of the Companys equipment
leasing operation are reported as discontinued operations.
|   
|(3) |  | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    |  | On October 1, 2001, the Company sold its 51% interest in Unitron to a
former employee for 200,000 shares of the Companys common stock. The
shares were subsequently used on October 10, 2001 to complete the
Companys purchase of Hellevicks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | On January 1, 2002 the Company sold its interests in Vest Norge Doors A/S
to two Company employees. The Companys interest was sold for $88
cash paid at closing and a loss was recognized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | Associated with the search for an
acquisition or merger candidate, the Company has entered into a
consulting agreement with a former officer of the
Company. Under the agreement, the Company will pay the former officer $10 per
month for the three month period January through March of 2003 to
assist the Company in locating a suitable acquisition or merger
candidate. If an acquisition or merger
is consummated, the former officer will also receive 500,000 shares
of the Companys common stock.                                                                                                                                                                                                                 
|   
|(4) |  | NOTES PAYABLE - BANK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | In 2001, the Company obtained a $200 line of credit from a U.S. bank.
The U.S. bank line was used primarily to fund the purchase of Vendor
Leasing Financial Services, Inc. and provide working capital to fund U.S.
operations. The note bears interest at the prime interest rate plus 1.00%
(5.75% at December 31, 2001). The term of the line of credit was to
expire September 20, 2002. The note was paid in full and cancelled in
August 2002.                                                                                                                                                                                                                                                                         
|   
|(5) |  | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | Income tax attributable to the 2002 and 2001 loss from continuing
operations consists of a loss of $(283) and $(234), respectively, from
U.S. operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |  | Total income taxes for the year ended December 31, 2002 and 2001 were
allocated as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|             |  |      |   |      |  |   |     | 
|------------ |  | ---- | - | ---- |  | - | --- | 
|             |  | 2002 |   | 2001
|             |  |      |   |     
|Continuing   |  | $    |  |      |  | $ |    | 
|Discontinued |  |      |  |      |  |   | 418 | 
|             |  |      |   |      |  |   |     | 
|             |  | $    |  |      |  | $ | 418 | 
|             |  |      |   |      |  |   |     | 



| |  | Income taxes attributable to loss from continuing operations for the
years ended December 31, 2002 and 2001 differed from the amounts computed
by applying the U.S. Federal income tax rate of 34% to loss from
continuing operations before income taxes as a result of the following:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         |                                                         |   |      |    |      |   |     |    | 
|---------------------------------------- | ------------------------------------------------------- | - | ---- | -- | ---- | - | --- | -- | 
|                                         |                                                         |   | 2002 |    | 2001
|                                         |                                                         |   |      |    |     
|Computed expected tax benefit          |                                                         | $ | (96  | )  |      | $ | (80 | ) 
|Increase in income taxes resulting from: |                                                         |   |      |    |      |   |     |   
|                                         | Increase in valuation allowance for
deferred tax assets |   |      | 96 |      |   |     | 80 | 
|                                         |                                                         |   |      |    |      |   |     |   
|                                         |                                                         | $ |     |    |      | $ |    |   
|                                         |                                                         |   |      |    |      |   |     |   



|    |  | The Company has deferred tax assets as of
December 31, 2002 consisting of various income tax attributes
(including net operating loss, capital loss and/or foreign tax credit
carryforwards) which are fully offset by a deferred tax valuation
allowance. These income tax carryforwards expire in varying amounts
and years from 2003 to 2022. In assessing the recoverability of the deferred tax
assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. In
the event of a change of control of the Company, these deferred
income tax assets are subject to limitations and are expected to be
significantly reduced.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | COMMON STOCK , OPTIONS AND WARRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    |  | In November 1999, the Companys board of directors approved a stock
based compensation plan (Plan) under which shares or options can be
granted to employees, directors and consultants. The Company will
measure compensation cost using the intrinsic value method of accounting
prescribed by APB Opinion No. 25 Accounting for                                                                                                                                                                                                                                                                                                                                                                       

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| |  | Stock Issued to
Employees. The Plan reserves for issuance 1,923,600 shares of the
Companys common stock for its employees, directors and consultants. The
Company did not grant any options under this plan in 2002 or 2001 and
granted 192,000 during 2000. These 2000 options were exercisable on the
date of grant, with an exercise price of $1.00, which was greater than
the market value of the Companys common stock on the date of grant.
These 2000 option grants were cancelled as a result of the sale of the
Companys Norwegian subsidiary during 2002. As of December 31, 2002,
there were no options granted under the Companys stock option plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | In connection with the issuance of option grants, the Company may incur
non-cash stock compensation expenses. No compensation expense was
incurred in 2002 and 2001. The amount of these future compensation
expenses, if any, is unknown. The options under the Plan are exercisable
immediately up to ten (10) years after the grant date in accordance
with the vesting provisions of the individual agreements set forth at
the time of the award. All options expire no later than ten (10) years
from the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | In October 1995, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123, Accounting for Stock Based Compensation, effective for the
Company beginning January 1, 1996. SFAS No. 123 defines a fair value
method of accounting for employee stock options. It also allows
accounting for such options under the intrinsic value method in
accordance with Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employeesand related interpretations.
If a company elects to use the intrinsic value method, then pro forma
disclosures of earnings and earnings per share are required as if the
fair value method of accounting was applied. The effects of applying
SFAS No. 123 in the pro forma disclosures are not necessarily indicative
of future amounts. Additionally, the Company is expected to grant
additional awards in future years.                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | The Company has elected to account for its stock options under the
intrinsic value method outlined in APB No. 25. The fair value method
requires use of option valuation models, such as The Black-Scholes
option valuation model, to value employee stock options, upon which a
compensation expense is based. The Black-Scholes option valuation model
was not developed for use in valuing employee stock options. Instead,
this model was developed for use in estimating the fair value of traded
options, which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility.
Because the Companys stock options have characteristics significantly
different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value
estimate, it is managements opinion that the existing models do not
necessarily provide a reliable measure of the fair value of its employee
stock options. Under the intrinsic value method, compensation expense
is only recognized if the exercise price of the employee stock option is
less than the market price of the underlying stock on the date of grant.
|
| |  | The following table presents the status of the Companys stock option
plan for the years ended December 31, 2002 and 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|                                 |                       |  |                 |          |                |   |          |       |  
|-------------------------------- | --------------------- |  | --------------- | -------- | -------------- | - | -------- | ----- | -
|                                 |                       |  | QUALIFIED
PLANS
|                                 |                       |  |                
|                                 |                       |  |                 |          |                |   | Weighted
|                                 |                       |  |                 |          |                |   | average 
|                                 |                       |  | Options         |          | exercise price
|                                 |                       |  |                 |          |               
|Outstanding at December 31, 2000 |                       |  | 192,000         |          |                | $ | 1.00     |      
|                                 | Granted               |  |                 |         |                |   |          |      |  
|                                 | Exercised             |  |                 |         |                |   |          |      |  
|                                 | Forfeited or canceled |  |                 |         |                |   |          |      |  
|                                 |                       |  |                 |          |                |   |          |      
|Outstanding at December 31, 2001 |                       |  | 192,000         |          |                |   | 1.00     |      
|                                 | Granted               |  |                 |         |                |   |          |      |  
|                                 | Exercised             |  |                 |         |                |   |          |      |  
|                                 | Forfeited or canceled |  |                 | (192,000 | )              |   |          | (1.00 | )
|                                 |                       |  |                 |          |                |   |          |      
|Outstanding at December 31, 2002 |                       |  |                |          |                | $ |         |      
|                                 |                       |  |                 |          |                |   |          |      



|    |  | In July 2001, the Company issued 199,000 shares pursuant to a requirement
to issue shares resulting from the 1998 reorganization of the Company.
There were no proceeds to the Company, however, an expense of $15 was
recorded.                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Company issued shares of the Companys common stock in connection
with the acquisition of Bryne Elektriske, Vendor Leasing Financial
Services, Inc. and Hellevicks (see note 8).                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | On December 19, 2002, the Company issued 150,000 shares of its common
stock to its President and CEO Kjell Jagelid. These shares had been
received by the Company as a result of the sale of Simex Capital in
November 2002 and held as treasury shares until their issuance to Mr.
Jagelid. The shares were issued as compensation to Mr. Jagelid and an
expense of $8 was recorded based upon estimated fair value of the
Companys common stock.                                                                                                                                                           
|   
|(7) |  | LOSS PER SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | The Company applies the provisions of Statements of Financial Accounting
Standards (SFAS) No. 128, Earnings per Share. Basic loss per common
share is based on the weighted average number of common shares
outstanding during the period. Diluted loss per share excludes the
dilutive effect of common stock equivalents. For the years ended December
31, 2002 and 2001, the dilutive effect of 192,000 stock options and warrants,
which comprise common stock equivalents for the years ended December 31,
2002 and 2001, have not been presented because their effect would have been
anti-dilutive.
|   
|    |  | The Companys weighted average shares outstanding utilized for both basic
and diluted per share computations was 16,555,000 and 14,832,000 in 2002
and 2001, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(8) |  | ACQUISITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    |  | On July 2, 2001, the Company purchased all of the assets and assumed
substantially all                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

40



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| |  | the liabilities of Bryne Elektriske, a Norwegian corporation
located in Stavanger, Norway that performs commercial and industrial
construction work. The primary purpose of the acquisition was to give the
Company additional work force and coverage needed to fulfill growth
projections in the North Sea gas and oil industry as well as in the
commercial and industrial sector. The purchase price of $3,231 was paid
with $317 in cash at closing, a note for $185, which matured and was paid
on September 1, 2001 and 2,872,000 shares of the Companys common stock.
Included in the purchase price is $319 deemed to be compensation for
certain key employees and will be amortized ratably over the 12-month
term of the employment agreements. Goodwill resulting from the
acquisition amounted to $2,751 was deemed appropriate, at the time, to
accomplish growth projections in the North Sea gas and oil industry. None
of the goodwill was expected to be deductible for tax purposes. The
results of operations from the date of acquisition are included in the
Companys Consolidated Statements of Operations as discontinued
operations.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | On August 2, 2001, the Company purchased all of the assets of Vendor
Leasing Financial Services, Inc., (Vendor Leasing) a U.S. corporation
located in Alpharetta, Georgia, that provides commercial equipment
leasing and financing services. The purchase price of $600 included
$100 cash paid at closing, 500,000 shares of the Companys common
stock. The number of shares given to seller was subject to change based
on the number of shares of the Companys common stock required to provide
the seller with $500 of the Companys stock 18 months after the
closing date of the acquisition. However, the Company could, at its
option choose to make up any loss of value in cash, rather than shares of
its common stock, to achieve the required $500 of consideration. As
a result of the sale of the Companys Simex Capital subsidiary, which
included Vendor Leasing, on November 13, 2002, the requirement to make up
this loss of value was cancelled. The operating results of Simex Capital
and Vendor Leasing from the date of acquisition are included as
discontinued operations.                                                     
|
| |  | On October 10, 2001, the Company purchased all of the assets of
Hellevicks, a Norwegian corporation located in Stavanger, Norway, that
performs commercial roofing construction work. The primary purpose of the
acquisition was to fulfill growth projections in the commercial and
industrial sector. The purchase price of $230 was paid with $50 cash at
closing plus 200,000 shares of the Companys common stock, which were
issued from Treasury shares received by the Company from the sale of its
51% interest in Unitron. The operating results of Hellevicks from the
date of acquisition are included as discontinued operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | The above acquisitions were accounted for using the purchase method of
accounting. The pro forma effects have been excluded since the
operations have been discontinued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | The 2001 acquisitions of Bryne Elektriske and Vendor Leasing, which have
been included in discontinued operations, are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|                                             |                                         |   |            |      |         |   |      |      |  
|-------------------------------------------- | --------------------------------------- | - | ---------- | ---- | ------- | - | ---- | ---- | -
|                                             |                                         |   | Bryne      |      | Vendor 
|                                             |                                         |   | Elektriske |      | Leasing
|                                             |                                         |   |            |      |        
|Fair value of tangible assets acquired:      |                                         |   |            |      |         |   |      |     
|                                             | Cash                                    |   | $          |     |         |   | $    | 14   |  
|                                             | Receivables                             |   |            |     |         |   |      | 75   |  
|                                             | Tools and equipment                     |   |            | 127  |         |   |      | 29   |  
|                                             | Inventory                               |   |            | 37   |         |   |      |     |  
|                                             |                                         |   |            |      |         |   |      |     
|Total fair value of tangible assets acquired |                                         |   | 164        |      |         |   | 118  |     
|Goodwill                                     |                                         |   | 2,751      |      |         |   | 628  |     
|Deferred compensation                        |                                         |   | 319        |      |         |   |     |     
|Fair value of liabilities assumed:           |                                         |   |            |      |         |   |      |     
|                                             | Bank loans                              |   |            | (188 | )       |   |      | (62  | )
|                                             | Unearned income                         |   |            |     |         |   |      | (84  | )
|                                             |                                         |   |            |      |         |   |      |     
|                                             | Total fair value of liabilities assumed |   |            | (188 | )       |   |      | (146 | )
|Stock issued as part of purchase price       |                                         |   | (2,729     | )    |         |   | (500 | )   
|                                             |                                         |   |            |      |         |   |      |     
|Cash paid                                    |                                         | $ | 317        |      |         | $ | 100  |     
|                                             |                                         |   |            |      |         |   |      |     



|(9)  |  | FAIR VALUE OF FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     |  | The carrying amounts for cash and cash equivalents, accounts payable and
accrued liabilities approximate fair value because of the short maturity
of these instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|(10) |  | MANAGEMENTS PLANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |  | Since the sale of its operating subsidiaries in 2002, the Company has
been seeking an acquisition or merger candidate. The Companys resources
consist of $681 in cash and cash equivalents. The Company is seeking an
operating company with a viable product or service that has growth
potential. Associated with the search for an acquisition or merger
candidate, the Company has entered into a consulting agreement with
a former officer of the Company. Under the agreement,
the Company will pay the former officer $10 per month for the three month
period January through March of 2003 to assist the Company in
locating a suitable acquisition or merger candidate. If an acquisition or merger
is consummated, the former officer will also receive 500,000 shares
of the Companys common stock.
|    
|     |  | On March 25, 2003, the Company entered into a non-binding letter of
intent with Probity Investigations, Inc. (Probity), a corporation that
distributes security-monitoring equipment. The letter of intent
contemplates a merger between Probity and a subsidiary of the Company,
with Probity being the surviving corporation. There can be no assurances
that a definitive agreement will be executed with Probity or that a
merger will ultimately be consummated. In the event that a merger
transaction with Probity is not consummated, there can be no assurances
that a qualified acquisition or merger candidate, who is interested
in completing a transaction can be identified and that any such
transaction will actually be consummated.                                                          

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

| |                          |                                                    
| | ------------------------ | ---------------------------------------------------
| | SIMEX TECHNOLOGIES, INC.
| |                          |                                                    
| |                          |                                                    
| | Dated April 15, 2003    
| |                          |                                                    
| | By                       | /s/ Mickle Moye

Chairman of the Board of Directors

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

| |                      |                                                                                                   
| | -------------------- | --------------------------------------------------------------------------------------------------
| | Dated April 15, 2003
| |                      |                                                                                                   
| | By                   | /s/ Kjell Jagelid

Chief Executive Officer and President,
Principal Financial Officer and Director
| |                      |                                                                                                   
| | By                   | /s/ Mickle Moye

Chairman of the Board of Directors                                               

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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10KSB of SIMEX Technologies, Inc.
for the year ending December 31, 2002 as filed with the Securities and Exchange
Commission on the date hereof, I, Kjell Jagelid, Chief Executive Officer,
President and Acting Chief Financial Officer of registrant, certify, pursuant
to 18 U.S.C. § 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of
2002, that:

(1)  I have reviewed this annual report on Form 10-KSB of SIMEX
Technologies, Inc.;

(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; and

(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
registrant as of, and for, the periods presented in this annual report; and

(4)  The registrants other certifying officers and I are 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 officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the design or operation of internal
controls which 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                                                                                                                                                                                                           

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have a significant role in the registrants internal controls.

(6)  The registrants other certifying officers and I have indicated in this
annual report whether or not 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.

|       |  |                  |  |                                                                                                    
|------ |  | ---------------- |  | ---------------------------------------------------------------------------------------------------
|Dated: |  | April 15,   2003 |  | By:                                                                                                
|       |  |                  |  | /s/ Kjell Jagelid

Kjell Jagelid
Chief Executive Officer, President and Principal Financial Officer

This certification accompanies this Annual Report on Form 10-KSB pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by such Act, be deemed filed by registrant for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

45