<PAGE>


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

     -----------------------------------------------------------------------
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001
                                       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: (678) 802-2041

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

     Title of each class               Name of each exchange on which registered
     -------------------               -----------------------------------------

Common Stock, $.001 par value                     OTC Bulletin Board

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

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

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 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
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10 KSB. [ ]

         The Issuer's revenues for the fiscal year ended December 31, 2001 were
$25,495,000.


<PAGE>

         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 20, 2002 was approximately
$2,092,400.

As of March 20, 2002, there were 16,564,908 shares of common stock, par value
$.001 per share, outstanding.

         The index to exhibits appears on page 29 of this document.

                        ---------------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE

         None


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


                                       2
<PAGE>




                            SIMEX TECHNOLOGIES, INC.


                                   FORM 10-KSB

                      For the Year Ended December 31, 2001

                                Table of Contents

<TABLE>
<S>        <C>             <C>                                                                               <C>
Part I

           Item 1.         Description of Business                                                             4
           Item 2.         Description of Property                                                            12
           Item 3.         Legal Proceedings                                                                  13
           Item 4.         Submission of Matters to a Vote of Security Holders                                13
Part II

           Item 5.         Market for Common Equity and Related Stockholder Matters                           13
           Item 6.         Management's Discussion and Analysis or Plan of Operation                          15
           Item 7.         Financial Statements                                                               22
           Item 8.         Changes in and Disagreements with Accountants on Accounting
                                Financial Disclosure                                                          22

Part III

           Item 9.         Directors, Executive Officers, Promoters and Control Persons;
                                Compliance with Section 16(a) of the Exchange Act                             22
           Item 10.        Executive Compensation                                                             25
           Item 11.        Security Ownership of Certain Beneficial Owners and Management                     26
           Item 12.        Certain Relationships and Related Transactions                                     28
           Item 13.        Exhibits and Reports on Form 8-K                                                   29

      Signatures                                                                                              54
</TABLE>



                                       3
<PAGE>

                                     PART I


ITEM 1.  Description of Business.

SIMEX Technologies, Inc., a Delaware corporation together with its subsidiaries,
is referred to herein as the "Company." The principal operating subsidiary is
SIMEX A/S and is referred to herein as "SIMEX A/S," a Norwegian corporation.

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 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 are derived from the operations of SIMEX A/S.

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 is an HVAC equipment design,
manufacturer and maintenance organization that, among its products, manufactures
and installs 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 compliment and
diversify the materials and services that SIMEX A/S offers to its existing
customers as a full-house service organization. This expansion of the number of
products and services positions the Company to compete with other engineering
and construction companies and to expand its services to other markets. See also
"Divestitures".

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 to allow the


                                       4
<PAGE>

Company to focus on its core business, the design, engineering, fabrication,
production and installation of commercial projects for the oil and gas industry.

Acquisitions

The Company embarked on an acquisition plan in 1998 designed 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 segment. This was done 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. The Company's near-term objective is to expand its core businesses
from internal growth and achieving more regional recognition and opportunities
for its niche capabilities and products. 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:

Norwegian Cooling Industries is an HVAC equipment design, manufacturer, and
maintenance company located in Stavanger, Norway. Norwegian Cooling Industries'
refrigeration products and services compliment the Company's existing HVAC
business. Norwegian Cooling Industries' production, service and engineering are
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 distributes 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 have been moved to the offices of
SIMEX A/S. The operations of Norsk Kjoleindustri have been relocated within
Simex AS operations in Stavanger. The ownership interest was purchased for
approximately $2.7 million in cash.

Weld Tech A/S is a metal fabrication company in Stavanger, Norway. Weld Tech was
purchased in November, 1998. It is 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
leases 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 and has been relocated with other SIMEX A/S operations in Bergen. It
provides sophisticated support


                                       5
<PAGE>

systems for the projects that it undertakes. 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 is a specialty manufacturer of over-sized door systems in
Stavanger, Norway. Vest Norge Doors A/S has recently 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 have been 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. 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.

In September of 1998, SIMEX A/S purchased the assets of OIN Sprinkler A/S,
including its inventory and accounts receivable. This company designs and
installs 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 is 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 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 $3,231,000 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 is $319,000 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 $2,751,000 was
deemed appropriate to accomplish growth projections in the North Sea gas and oil
industry. None of the goodwill is expected to be deductible for tax purposes and
all will be assigned to the Company's Construction segment.

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 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 may be
paid provided certain performance targets are achieved. The number of shares
given to seller is 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. As of March
26, 2002 the closing price of the Company's common stock was $0.11 per share.
Pursuant to the agreement with Vendor Leasing, if the closing price of the
Company's common stock is


                                       6
<PAGE>
$0.11 as of a date 18 months after the August 2, 2001 acquisition date, then the
Company could have to issue approximately 4,045,000 additional shares of common
stock to provide the seller with the required $500,000 of consideration.
However, the Company may, 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. Goodwill resulting from the acquisition amounted to $628,000 and
was deemed appropriate 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 is expected to be deductible for tax
purposes and none will be assigned to a specific industry segment until such
time as the operations of Vendor Leasing become more significant to overall
operations of the Company.

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 $230,000 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. Telefrost A/S and
Gjenvinning Midt Norge A/S had revenues of approximately $1,500,000 and
$630,000, respectively, during the year ended December 31, 2000. These
businesses constituted the Company's maintenance and service segment. The net
effect of their operating revenues and expenses for the year ended December 31,
2000 are reported as discontinued operations on the Company's Consolidated
Statements of Operations.

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.

BUSINESS OF COMPANY

The Company is a diversified construction and engineering company, which offers
a full range of services to its customers. The Company derives its revenues
primarily from customers in Norway and the North Sea, and to a lesser extent,
from international customers. The Company holds all of the certifications
available for a civil engineering company in the country of Norway. The
Company's services are divided equally between off-shore oil and gas projects
and on-shore commercial, industrial and government projects. In order to improve
operating efficiencies and to provide more meaningful financial reporting, the
Company has divided its business operations into three business segments:

         -        Construction Services - This segment includes all operations,
                  both off-shore and onshore, involved in the design,
                  engineering and installation of technical systems, including
                  (a) heating, ventilation, air conditioning, and cooling
                  ("HVAC"), (b) plumbing, (c) refrigeration/cooling and (d)
                  electrical. For 2001, the Construction Services segment
                  comprised approximately 77.5% of the Company's revenues.

         -        Production - This segment includes all operations involved
                  with the design and manufacture of the Company's products. The
                  Company produces several products in its manufacturing
                  facilities such as customized machinery, industrial doors,
                  ice, refrigeration and cooling equipment, oil well caps and
                  ventilation systems. The Company has designed an innovative
                  ventilation system known as the "SIMDUCT" spiral duct product.
                  For 2001, the Production Services segment comprised 20.7% of
                  the Company's revenues.


                                       7
<PAGE>

         -        Post-Tensioning - This segment includes the Company's
                  international post-tensioning operations which represent a
                  technical skill provided by a relatively few companies in the
                  world. The Company is engaged in concrete post-tensioning
                  construction for offshore oil and gas production platforms as
                  well as buildings, bridges, tunnels, piers and other concrete
                  construction projects. The Company has created a unique
                  post-tensioning system known as the "SIMCON Post-Tensioning"
                  system which distinguishes the Company from its competitors.
                  During the year ended December 31, 2001, the Company ceased
                  operations of its Post-Tensioning segment due to lack of new
                  contracts. At this time, it can not be determined when
                  operations in this segment will resume.

         Industry Background

The Company engages in the construction, engineering and installation of
large-scale projects with a significant presence in the offshore oil production
service industry. SIMEX A/S has participated in the construction of a majority
of the large-scale offshore oil production platforms that were built during the
1980s and early 1990s. The Company offers not only post-tensioning services but
also HVAC, electrical and plumbing services for the offshore industry. Oil
production in the North Sea area of Norway is second in the world, with Saudi
Arabia ranking first. There are approximately 30 off-shore oil production
platforms operating in the North Sea. These platforms are owned by the major oil
companies of the world including Shell Oil, Exxon, Statoil (the Norwegian State
oil company), Conoco, Phillips Petroleum, Amarada Hess and others. SIMEX A/S
manufactures post-tensioning steel ducts in its manufacturing facility in
Stavanger, Norway.

In the on-shore market, the Company participates in a variety of projects such
as the manufacture and installation of ice machines, the construction of cooling
plants and the provision of HVAC, electrical and plumbing services for
customers. The Company is one of the few companies in Norway who offers a full
range of services for its customers.

The Company operates in an industry with a relatively high barrier of entry. In
the off-shore, oil and gas industry, most companies only engage contractors who
operate under the ISO 9000 specification to perform construction activities. In
Norway, companies, which engage in construction projects, in the off-shore as
well as on-shore market, must also comply with stringent government regulations
and reporting requirements. These regulations and reporting requirements have
forced many smaller companies to discontinue operations. These regulations and
reporting requirements have also caused a consolidation of companies in the
industry.

         Products and Services

The Company is one of a limited number of companies that manufacture galvanized
and stainless steel duct tubing in the region. The Company has designed a spiral
duct product "SIMDUCT" in galvanized, aluminum and stainless steel for HVAC
systems, which it manufactures at its facility in Stavanger, Norway. Contractors
who use this product for oil production projects include ABB, Aker Marine,
Kvaerner Oil & Gas, Hyundai, Elf Oil and other international contractors. These
contractors, as well as others, continue to utilize the Company's products and
services. For example, these contractors have installed the SIMDUCT product in
several off-shore oil platforms in the North Sea including Ekofisk 2, Heidrun
TLP and Oseberg, and the SIMDUCT products have also been installed in onshore
commercial oil and gas facilities. Several of the


                                       8
<PAGE>

aforementioned contractors require that the SIMDUCT product be installed in all
new and re-furbished oil production facilities and utilized in all system
upgrades in existing oil production facilities.

The Company manufactures and installs through its subsidiary, Norwegian Cooling
Industries, a variety of ice and refrigeration products for various uses,
including the fishing industry and the oil and gas industry, for which there is
a growing worldwide demand. The Company has also acquired in the acquisition of
Weld Tech A/S a sophisticated, computer-operated water plasma jet steel-cutting
machine, which is leased out to third party contractors for a daily rate.

The Company post-tensioning services are known as the "SIMCON Post-Tensioning
system". Concrete oil and gas production platforms, buildings, bridges, piers
and tunnels require a construction reinforcing technique known as
"post-tensioning." To solve the requirement, SIMEX A/S secured a license to
produce spiral duct products with galvanized or stainless steel and redeveloped
this system for post-tensioning concrete construction, including the oil and gas
production platforms. Prior to pouring concrete into forms, cables are inserted
through the ducts inside the concrete forms. After pouring, the cables are
mechanically tightened considerably strengthening the concrete as it cures.
During the year ended December 31, 2001, the Company ceased operations of its
Post-Tensioning segment due to lack of new contracts. At this time it can not be
determined when operations in this segment will resume.

The demand for large-scale construction projects such as off-shore oil and gas
platforms, bridges, shopping centers, water towers and tunnels is cyclical and
dependent upon numerous economic and political factors including the worldwide
demand for oil and gas production, hydro-electric power from dams and
infrastructure requirements of political subdivisions.

The development and implementation of solutions as well as new products and
services requires the successful integration of strategic consultation, creative
design and systems engineering abilities. Historically, expertise in these areas
has been fragmented and, accordingly, many businesses outsource or subcontract
with numerous companies to meet their overall requirements. The subcontracting
and outsourcing create opportunities for companies that can offer a complete
line of services to an end user. While there are a number of companies in the
Scandinavian market that may provide a single service, such as HVAC, there is a
limited number of companies that have assimilated the technical expertise to
offer multiple disciplines such as engineering, design, construction and
installation in the fields of HVAC, plumbing, electrical, welding and mechanical
while simultaneously providing products that complement these services, such as
spiral duct pipes, cooling plants, integrated ice plants, specialized industrial
doors and others.

The Company markets its product lines directly through its own sales force to
major general contractors and other users of its services. The Company's
products and services are primarily marketed in Norway and the North Sea.

         Competition

Although there is a relatively high barrier to entry in this industry, the
market for construction services of the type that are offered by the Company is
highly competitive. Many of the companies with which the Company competes are
larger in terms of capital and employees. As a result, the Company's competitors
may be better positioned to provide the types of services that


                                       9
<PAGE>

the Company also provides. There are a limited number of large-scale projects
offered in Norway and the North Sea, the two (2) principal markets in which the
Company operates today. The Company competes on the basis of a number of factors
including its pricing, creative design, engineering expertise, technological
innovation and others. Many of these factors are beyond the Company's control.
Existing or future competitors may offer products or services that provide
significant technological, performance, price or other advantages over the
products and services currently offered by the Company.

The Company may also compete directly with the general contractors who offer the
same types of services that it offers in-house. Many of the Company's current
and potential competitors have longer operating histories, longer relationships
with general contractors and significantly greater financial, marketing and
public relation's resources than the Company. The list of the Company's
competitors consists primarily of smaller subcontracting companies. The list
also varies depending on the specific product or service offering. For example,
the primary competitors for the Company in the HVAC sector are ABB and HVAC
Marine. For post-tensioning products and services, the primary competitors are
VSL International, a Swiss subsidiary of Bouygues, which is a large, diversified
company based in France, Freyssinet, a French company, and DSI, a large German
construction company.

Products similar to that which the Company manufactures and sells are available
through other suppliers. Accordingly, profitability depends upon the prices
offered by competitive companies that offer similar products at lower prices.

Additionally, in pursuing acquisition opportunities, the Company may compete
with other companies with similar growth strategies and certain competitors of
the Company may be larger and have greater financial and other resources.
Competition for these acquisition targets could also result in increased prices
for acquisition targets in a diminished pool of companies available for
acquisition. Further, because the Company has adopted a strategy of preferring
to acquire companies in exchange for its common stock, the ability to acquire
companies is dependent upon the market and price for its stock.

         Raw Material Availability and Suppliers

The Company expects to have multiple sources of supply for substantially all of
its material requirements. The raw materials and various purchased components
required for its products have generally been available in sufficient
quantities.

         Government Regulation

The Company is subject to laws and regulations concerning the environment,
occupational safety and health and consumer products safety in each of countries
and local government areas in which it operates. Since the Company conducts the
majority of its business operations in the country of Norway, Norwegian law
dictates the business operations of the Company.

Although Norway is not a member of the European Union, Norway is a member of the
European Economic Association and, as such, has implemented legislation relating
to the "Four Freedoms" on which the European Union is founded (i.e., free
movement of goods, people, services and capital). In the event of a conflict
between Norwegian law and the laws of the European Union


                                       10
<PAGE>

which have been implemented by Norway, the laws of the European Union shall
control. Although Norway has decided not to adopt the Euro as its currency at
this time, the Company's results from operations may be impacted because of the
conversion to the Euro by the other European Countries. Moreover, the Company's
business operations may be impacted, if Norway decides in the future to adopt
the Euro as its sovereign currency.

In addition, Norway has enacted specific laws regarding the termination of
employees and holiday leave. Under the Work Environment Act (1977), all
employers must provide at least one calendar month's notice to an employee prior
to termination. This notice period will increase based upon the duration of the
employee's employment with the employer and the age of the employee. The Work
Environment Act also protects against the termination and dismissal of employees
without a valid reason such as altered conditions within the company or
circumstances related directly to the employee's work performance. If an
employee is terminated without a valid reason, the Norwegian courts may overturn
the termination of such employee. Each employee in Norway is also entitled to
four weeks and one day of vacation each year and is entitled to ten legal
holidays each year. Each employee receives 11.1% of his/her gross wage in the
preceding year during his/her vacation. Most employees take their vacations
during the summer months. These laws may impact the Company's results from
operations because these laws restrict the Company's ability to terminate
employees without cause and reduce the Company's productivity during the summer
months.

The Company must comply with various Norwegian laws concerning the environment,
construction and competition, which may impact the Company's results from
operations. In Norway, construction companies must obtain certain permits,
licenses and approvals from municipalities prior to commencing any construction
activities. In addition, all construction companies must comply with stringent
regulations, which govern the administration of construction companies, require
certain qualifications for construction companies and mandate reporting
requirements for construction companies. As a result of the increased regulation
of construction companies by the Norwegian government, many smaller construction
companies have discontinued business operations because of their inability to
comply with these regulations.

         Research and Development Expenditures

The Company maintains an engineering and development department to conduct
research activities relating to the improvement of existing products and the
development of new products. The Company has incurred research and development
expenses of approximately $75,000 and $120,000 for the years ended December 31,
2001 and 2000, respectively.

         Cost and Effect of Environmental Regulations

The Company must comply with various Norwegian laws concerning the environment,
construction and competition, which may impact the Company's results from
operations. In Norway, construction companies must obtain certain permits,
licenses and approvals from municipalities prior to commencing any construction
activities. In addition, all construction companies must comply with stringent
regulations, which govern the administration of construction companies, require
certain qualifications for construction companies and mandate reporting
requirements for construction companies. As a result of the increased regulation
of


                                       11
<PAGE>

construction companies by the Norwegian government, many smaller construction
companies have discontinued business operations because of their inability to
comply with these regulations.

         Employees

As of December 31, 2001, the Company had approximately 246 employees, including
40 engineers, 6 technicians and 15 office personnel. Seventeen of the employees
of SIMEX A/S are members of various labor unions, including the Lands
Organisationen Union, Norway. SIMEX A/S is a also a member of an employer's
labor union, the National Employers Organization. The Lands Organisationen Union
and the National Employers Organization enter into a labor agreement every two
years. The current labor agreement expires on June 1, 2002. The Company has
experienced no work stoppages and rates its relationship with its employees as
good.

ITEM 2.  Description of Property.

The Company's executive offices are located in Alpharetta, Georgia (metro
Atlanta) consisting of approximately 1,300 square feet of leased space, the
lease for which expires in November 2002. SIMEX A/S, located in Stavanger,
Norway, began leasing a newly constructed production and office facility in
Stavanger to accommodate the local operations employees of SIMEX A/S as well as
the local operations employees of its recent acquisitions. This leased facility
contains approximately 99,000 square feet and has a lease term of 20 years with
a right of first refusal to purchase the facility at any time during the term of
the lease or at its termination.

The following table shows the location, general character, square footage,
annual rent and lease expiration date of the principal operating facilities
owned or leased by the Company as of December 31, 2001. The Company considers
its properties to be in generally good condition and well-maintained, and are
generally suitable and adequate to carry on the Company's business.


                                       12
<PAGE>

<TABLE>
<CAPTION>
   LOCATION          CITY                    GENERAL                   SQ         ANNUAL                LEASE
                                            CHARACTER                 FEET         RENT               EXPIRATION
<S>              <C>               <C>                                <C>        <C>               <C>
  602 Abbey       Alpharetta,      Principal Executive Office          1,300     $ 12,720          October 31, 2002
    Court           Georgia

Lagerveien 30        Forus           Production Facility and          99,000     $774,000 (1)      December 31, 2019
                 (Stavanger),        European Administrative
                    Norway                   Office

  Minde Alle        Bergen,          Production Facility and           6,500     $ 45,000          December 31, 2003
                    Norway          Satellite Administrative
     N 32                                    Office
</TABLE>


(1) Annual rent is subject to change based on increases or decreases in the
Norwegian Consumer Price Index ("NCPI").

ITEM 3.  Legal Proceedings

As of the date of this report, the Company's Norwegian subsidiary is involved in
a legal dispute concerning a construction contract. In October 2001, the Company
filed a legal claim in Norway to recover approximately $1,600,000 related to
change orders on a construction contract. The Company believes it will be
successful in recovering the amount claimed and accordingly has accrued revenues
equal to the costs incurred on the project but has not accrued any of the
profit. From time to time, the Company becomes involved in other routine legal
proceedings incidental to its business.

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

During the quarter ended December 31, 2001, 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 stock
exchange under the symbol SMXT.OB.

The following is the range of high and low SALES PRICES for each quarter for the
two (2) years ended December 31, 2001 and 2000:

<TABLE>
<CAPTION>
                        YEAR ENDED                         YEAR ENDED
                    DECEMBER 31, 2001                 DECEMBER 31, 2000
   QUARTER        HIGH               LOW             HIGH             LOW
   <S>           <C>                 <C>             <C>             <C>
   First         $ 0.69              0.25            3.25            1.75
   Second          0.92              0.23            3.25            1.13
   Third           0.45              0.12            1.75            1.00
   Fourth          0.20              0.07            1.38            0.75
</TABLE>


                                       13
<PAGE>


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

The shares may also be sold by one or more of the following methods, without
limitation, (a) block trades in which a broker or dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker and dealer for its account pursuant to
this Prospectus; (c) ordinary brokerage transactions (which may include long or
short sales) and transactions in which a broker solicits purchases; (d) "at the
market" to or through market makers and into an existing market for the shares;
(e) in other ways not involving market makers or established trading markets,
including direct sales to purchasers or sales effected through agents; (f)
through transactions in options, swaps or other derivatives (including
transactions with broker-dealers or other financial institutions that require
the delivery by such broker-dealers or institutions of the shares, which shares
may be resold thereafter pursuant to this Prospectus); or (g) any combination of
the foregoing, or by any other legally available means. In effecting sales,
brokers or dealers engaged by a shareholders may arrange for other brokers or
dealers to participate. Such brokers or dealers may receive commissions or
discounts from a shareholder in amounts to be negotiated. Such brokers and
dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the 1933 Act in connection with such sales.

The approximate number of holders of the common stock of Company is 448 as of
December 31, 2001.

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.

         Sales of Unregistered Securities

Other than the exchange of stock during the years ended December 31, 2001 and
2000, the Company has issued and sold or otherwise transferred the below listed
unregistered securities. These issuances were deemed exempt from registration
under the Securities Act in reliance on either (a) Section 4(2) of the
Securities Act, as transactions not involving any public offering, or (b) Rule
701 promulgated under the Securities Act. No underwriters were involved in
connection with the sales of securities referred to in this Part II Item 4.

         1.       In March 2000, SIMEX A/S purchased the assets of Karlsen
Mekaniske, including its inventory and accounts receivable. The assets of
Karlsen Mekaniske were purchased for approximately $375,000 plus 110,700 shares
of the Company's common stock, which were issued from treasury shares.

         2.       In November 2000, the Company issued 179,095 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 $15,000
was recorded.

         3.       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 $15,000
was recorded.


                                       14
<PAGE>

         4.       On July 2, 2001, the Company purchased all of the assets of
Bryne Elektriske, a Norwegian corporation located in Stavanger, Norway that
performs commercial and industrial construction work. 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.

         5.       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 $600,000 included $100,000 cash paid
at closing, 500,000 shares of the Company's common stock. The number of shares
given to seller is 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. As of March
26, 2002 the closing price of the Company's common stock was $0.11 per share.
Pursuant to the agreement with Vendor Leasing, if the closing price of the
Company's common stock is $0.11 as of a date 18 months after the August 2, 2001
acquisition date, then the Company could have to issue approximately 4,045,000
additional shares of common stock to provide the seller with the required
$500,000 of consideration. However, the Company may, 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.

         6.    On October 10, 2001, the Company purchased all of the assets of
Hellevicks, a Norwegian corporation located in Stawanger, 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 $230,000 was paid with $50,000 cash at closing plus 200,000
shares of the Company -- common stock which were issued from treasury shares
received by the Company from the sale of its 51% interest in UniTran.

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.

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 a diversified engineering, consulting, mechanical contracting and
technical services company. It also manufactures products for commercial
projects for the off-shore oil and gas industry and on-shore commercial,
industrial and government projects. In addition, the Company offers HVAC,
electrical, plumbing and refrigeration/cooling services and is engaged in
concrete post-tensioning construction for off-shore oil and gas production
platforms, bridges and other related concrete construction projects.

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, has acquired six companies. All of the
Company's acquisitions have been accounted for using the purchase method.
Therefore, the historical financial data includes the results of operations of
companies acquired from their respective acquisition dates. The Company


                                       15
<PAGE>

operated with a profit for the year ending December 31, 1998, but incurred
losses for the years ending December 31, 1999, 2000 and 2001. The loss incurred
in the year ended December 31, 1999, was a result of the cost incurred for
administration charges, assimilation of acquisitions, upgrades and replacements
of its computer systems and software in connection with its Year 2000 remedial
efforts, fees related to the filing of its registration statement and write-down
of its investment in a Venezuelan coal and mineral mining operation. The loss
incurred in the year ended December 31, 2000, was a result of the postponement
of several large construction projects and the Company's inability to reduce
overhead costs to meet the declining revenues.

The Company is involved in primarily new construction. On new construction
projects, the Company is generally retained by a project general contractor.
Revenue is recognized primarily using the percentage-of-completion method on a
contract-by-contract basis. The Company's use of the percentage-of-completion
method for revenue recognition requires management to estimate the degree of
completion of each project. To the extent that these estimates prove to be
inaccurate, the revenues and gross profits reported for periods during which
work on the project is ongoing may not accurately reflect the final results of
the project. Any anticipated losses on projects are charged to earnings when
identified. The Company primarily prices its projects on a time and materials
basis plus a percentage for its profit. Costs include standard personnel billing
rates, project implementation risk and overall technical complexity of a
project. Accordingly, there is no standard pricing for a particular project.

The Company's revenues are comprised of its engineering and technical services
as well as from the products it manufactures and sells. In particular, SIMEX A/S
manufactures spiral ducts for installation of HVAC systems as well as for the
concrete post-tensioning projects. The SIMDUCT system has a large potential
market due to the Company's production technologies and many years of
experience. In addition, through the subsidiaries that have been acquired, other
products are offered to existing customers as well as customers of SIMEX A/S.
Norwegian Cooling Industries designs and manufactures ice machines, cooling
systems and products utilized in commercial refrigeration. Weld Tech provides
welding services to many of the customers of SIMEX A/S as well as its existing
customers. Vest Norge Doors manufactures very large and complex specialty doors
for off-shore oil platforms, helicopter hangers, and other manufacturing
facilities.

Historically, a majority of the Company's revenues have been derived from the
sale of the Company's products, traditional construction and engineering
consulting services as well as maintenance contracts which include private and
public facilities such as hospitals and schools.

The Company's expenses include cost of revenues and selling, general and
administrative expenses. Costs of revenues include salaries, benefits and
related overhead expenses associated with the generation of revenues. Selling
expenses include promotion, new business generation expenses and the salary and
benefits costs of personnel in these functions. General and administrative
expenses include management, accounting, legal and human resources costs. In
accordance with Norwegian law, SIMEX A/S provides a defined benefit pension plan
for all of its employees. Moreover, expenses for salaries include paid vacations
for most of its employees for a period of a minimum of four weeks and one day
per year. Most employees of the Company


                                       16
<PAGE>

vacation during the entire month of July of each year and the last two weeks of
December of each year.

In addition, the Company has budgeted approximately $20,000 per month in 2002
for expenses incurred by the United States holding company. This budgeted amount
includes overhead costs and direct operating costs as well as accrued 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 secure contracts with general contractors for the construction of
new projects that require its products and services and its ability to market
its products to its existing customer base and to new customers. Future success
will also depend on its ability to attract, train and retain highly-skilled
engineers as well as technical, consulting and sales personnel. Competition for
such personnel is intense, and there is a shortage of personnel having the
requisite skills to meet the qualifications for the job descriptions.

Historically, the Company has been able to attract and retain qualified
personnel. However, in order to expand its operations and to offer its products
and services to other markets, it will be dependent on its ability to attract
other qualified personnel.

To reduce the overhead associated with the production facilities and office
space of the recently acquired companies, SIMEX A/S in December 1999 sold two
existing owned facilities and entered into a long-term lease on a new facility
that will accommodate its production facility and office needs for all of its
personnel on a combined basis. The lease is for a term of 20 years and includes
a right of first refusal to purchase the facility during the lease term and a
right to renew the lease upon commercially reasonable terms at the end of the
lease term.

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. In
connection with the issuance of option grants, the Company may incur non-cash
stock compensation expenses. The amount of these compensation expenses is
unknown.


                                       17
<PAGE>

                      Results of Operations (in thousands)
                       Fiscal 2001 Compared to Fiscal 2000
                           CONSOLIDATED STATEMENT OF
                         OPERATIONS DATA (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                            YEARS ENDED DECEMBER 31,                PERCENTAGE OF REVENUES
                                                            2001               2000                 2001              2000
                                                            ----               ----                 ----              ----

<S>                                                       <C>                <C>                   <C>               <C>
Revenues                                                  $ 25,495           $ 18,873              100.0%            100.0%
Cost of revenues                                            18,796             16,168               73.7              85.7
                                                          --------           --------              -----             -----
    Gross profit                                             6,699              2,705               26.3              14.3
Selling, general and administrative expenses                 7,300              6,113               28.6              32.4
                                                          --------           --------              -----             -----

    Operating loss                                            (601)            (3,408)              (2.3)            (18.1)
                                                          --------           --------              -----             -----
Other (income) expense:
    Interest income                                           (433)               (77)              (1.7)             (0.4)
     Interest expense                                          443                569                1.7               3.0
     Other                                                      (2)                --                (--)             (1.5)
                                                          --------           --------              -----             -----
     Total other expense                                         8                213                 --               1.1
                                                          --------           --------              -----             -----
Loss from continuing operations before
income taxes                                                  (609)            (3,621)              (2.3)            (19.2)
Income tax (benefit) expense                                   418               (939)               1.7              (5.0)
                                                          --------           --------              -----             -----
Loss from continuing operations                             (1,027)            (2,682)              (4.0)            (14.2)
Income from discontinued operations, net of
income taxes                                                    --                110                 --               0.6
Gain on disposal of segment, net of income taxes
                                                                --                 38                 --               0.2
                                                          --------           --------              -----             -----
     Net loss                                             $ (1,027)          $ (2,534)              (4.0)%           (13.4)%
                                                          ========           ========              =====             =====
</TABLE>


                                       18
<PAGE>

Revenues

Revenues increased $6,622 or 35.1% to $25,495 for the year ended December 31,
2001 from $18,873 for the year ended December 31, 2000. The primary component of
this increase was due to the start of several large construction projects.

Cost of Revenues

Cost of revenues increased $2,628 or 16.3% to $18,796 for the year ended
December 31, 2001 from $16,168 for the year ended December 31, 2000. As a
percentage of revenues, cost of revenues decreased from 85.7% for the year ended
December 31, 2000 to 73.7% for the year ended December 31, 2001. The increase in
dollar amounts was primarily attributable to the increased revenues. The
decrease in percentage is primarily due to the Company's increased revenues and
relatively fixed overhead.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $1,187 or 19.4%, to
$7,300 for the year ended December 31, 2001 from $6,113 for the year ended
December 31, 2000. As a percentage of revenues, selling, general and
administrative expenses decreased from 32.4% for the year ended December 31,
2000 to 28.6% for the year ended December 31, 2001. The decrease in percentage
terms was primarily attributable to the Company's increased revenues and
relatively fixed overhead.

Other (Income) Expense

Other expense decreased by $205 to $8 for the year ended December 31, 2001,
compared to $213 for the year ended December 31, 2000. The decrease was
attributable to an increase in interest income of $356 which includes gains of
approximately $301 on foreign exchange transactions, coupled with a decrease
of $126 in interest expense.

Income from Discontinued Operations

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. Telefrost A/S and
Gjenvinning Midt Norge A/S had combined revenues of approximately $2,130, during
the year ended December 31, 2000. These operations constituted the Company's
maintenance and service segment. The net after income tax effect of their
operations resulted in income from discontinued operations of $110 for the year
ended December 31, 2000.

Net Loss

Net loss decreased by $1,507 to $1,027 for the year ended December 31, 2001 from
$2,534 for the year ended December 31, 2000. This decreased loss was
attributable to; an increase in gross profit of $3,994 due to increased
revenues, reduced by an increase of $1,187 in selling, general and
administrative expense and favorably offset by decreased other expense of $205.

Financial Condition, Liquidity and Capital Resources (in thousands)


                                       19
<PAGE>

Operating Activities

Historically, the Company has financed its operations primarily with cash flows
from operations and proceeds from its available credit lines. Cash flows used in
operating activities for the year ended December 31, 2001 aggregated $(1,101)
compared to cash used in operating activities for the year ended December 31,
2000 of $(2,820). The unfavorable impact on operating cash flows for the year
ended December 31, 2001 was primarily due to a $(3,205) increase in costs
incurred on uncompleted contracts and a net loss of $(1,027). This unfavorable
impact on operating cash flows for the year ended December 31, 2001 was offset
by an increase in accounts payable of $970, depreciation and amortization of
$817, an increase in accrued salaries and wages of $432 and an increase in other
current liabilities of $415. The unfavorable impact on operating cash flows for
the year ended December 31, 2000 was primarily due to the $(2,534) net loss, a
$(1,057) reduction in accounts payable and a $(1,062) decrease in deferred tax
assets. The unfavorable impact on operating cash flows for the year ended
December 31, 2000 was offset by an increase in other liabilities of $861, a
decrease in accounts receivable of $828 and depreciation and amortization of
$786.

Investing Activities

Cash provided by (used in) investing activities for the years ended December 31,
2001 and 2000 aggregated $478 and $(774), respectively. The cash provided for
the year ended December 31, 2001 was primarily from the collection of $1,973
proceeds from the refinancing of the lease on the Company's Norwegian
headquarters, offset by $(938) for the acquisition of machinery and equipment
and $(684) related to the acquisition of businesses. The cash used for the year
ended December 31, 2000 was primarily from the $(1,054) used for the acquisition
of machinery and equipment and $(375) used to acquire operating assets, offset
by proceeds from the sale of a business segment of $640.

Financing Activities

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 an
increase in short and long term borrowings of $1,696, offset by payments of
$(1,111) on long-term debt. Cash flows provided by financing activities for the
year ended December 31, 2000 were $2,199. During the year ended December 31,
2000, cash was provided by an increase in short and long term borrowings of
$4,993, offset by payments of $(2,794) on long-term debt and The effect of
exchange rate changes on cash and cash equivalents for the year ending December
31, 2001 was an increase of $31 and for the year ending December 31, 2000 was an
increase of $1,121.

Capital Expenditures and Revolving Line of Credit

For the year ended December 31, 2001, the Company had outstanding equipment
operating lease commitments of approximately $54 compared to $893 for the year
ended December 31, 2000. For the years ended December 31, 2001 and 2000, the
Company had real property operating lease commitments of $14,069 and $14,843,
respectively, primarily related to the lease on the Company's Norwegian
headquarters as discussed in detail below.


                                       20
<PAGE>

SIMEX A/S entered into a 20 year lease commencing on December 1, 1999 with
Tjelta Eiendom ("Tjelta") for the lease of a new headquarters facility in
Stavanger, Norway. SIMEX A/S provided construction services to Tjelta in the
construction of the facility and was compensated approximately $1,500 for these
services. Under the terms of the lease, SIMEX AS made a $1,066 lease deposit
which was to be held by Tjelta until the end of the lease and repaid to include
increases based on the Norwegian Consumer Price Index ("NCPI"). As consideration
for the lease deposit, the parties negotiated variable rental payments under the
lease which were based upon the imputed interest for the lessor on the lease
deposit. These rental payments were approximately $750 for the first year of the
lease and $455 for the last year of the lease. The lease included Tjelta
purchasing SIMEX A/S's existing headquarters facility in Stavanger, Norway.
Proceeds from the sale of the real property were sufficient to retire all of the
debt on the real and personal property and leave approximately $500 to be used
for working capital needs. In December 2000, the Company renegotiated it lease
and obtained the release of the $1,066 lease deposit. The renegotiation resulted
in a gain to the Company of approximately $847, which will be amortized over the
remaining life of the lease, which expires in 2019. The renegotiation also
result in a change in the variable lease payments which will be $774 for the
year ended December 31, 2002 and, based on an assumed annual increase of 3% in
the NCPI, an estimated $1,318 for the year ended December 31, 2019.

The Company's note payable - bank for its Norwegian operations is secured by
certain accounts receivable and equipment of the Company. The Company had drawn
$2,871 under this facility as of December 31, 2001. The borrowing limit under
the line of credit is $4,494, making borrowing availability $1,623 as of
December 31, 2001. The note bears interest at NIBOR (Norwegian) plus .60% (6.97%
at December 31, 2001) and is payable upon demand.

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 bears interest at the prime
interest rate plus 1.00% (5.75% at December 31, 2001) The term of the line of
credit expires September 20, 2002. As of December 31, 2001, there was no
availability under the U.S. bank line.

In 2001, the Company received approximately $1,973, which represented a
combination of the return of a lease deposit on the Company's Stavanger office
plus proceeds from the renegotiation of the lease on the same facility.

The Company believes that its available cash resources and credit facilities,
combined with its cash flows from operations will be sufficient to meet its
anticipated working capital and capital expenditure requirements for at least
the next twelve months. However, the Company will need to raise significant
additional equity in order to increase its line of credit with its bank to
support growth, respond to competitive pressures, acquire complimentary
businesses or technologies or to take advantage of unanticipated opportunities.

Impact of Accounting Standards Issued But Not Yet Adopted

Goodwill. As of December 31, 2001, the Company had unamortized goodwill of $6.1
million related to continuing operations.


                                       21
<PAGE>

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 will be required to perform
a transitional assessment of whether goodwill existing as of January 1, 2002, is
impaired. To accomplish this transitional impairment analysis, the Company must
identify its reporting units and determine 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. The
Company has until June 2002 to determine the fair value of each reporting unit
and compare it to the reporting unit's carrying amount. To the extent a
reporting unit's carrying amount exceeds its fair value, an indication exists
that the reporting unit's goodwill may be impaired and the Company must perform
the second step of the transitional impairment test. In the second step, the
Company must compare the impaired fair value of the reporting unit's 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 would be measured as of January 1, 2002, the
date of adoption. This second step is required to be completed as soon as
possible, but no later than December 31, 2002 and any transitional impairment
loss will be recognized as the cumulative effect of a change in accounting
principle in the Company's Consolidated Statement of Operations, thereby
reducing earnings.

The identification of reporting units, the determination of carrying value of
each reporting unit and the determination of fair value for each reporting unit
requires a significant amount of judgement on the part of management. To the
extent that management misapplies the judgement surrounding any of the critical
factors during the implementation and maintenance of the requirement set forth
under SFAS No. 142, the Company's financial results could be materially and
adversely effected.

ITEM 7.  Financial Statements

See "Financial Statements and Notes to Financial Statements" set forth on page
32 through 53 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, 2001 and their position(s) with SIMEX are as follows:


                                       22
<PAGE>


MR. ELMER LUNDE            46       Director since April 28, 1998 and Treasurer
                                    of the Company since July 1, 1999. Mr. Lunde
                                    is also the founder of SIMEX A/S, the
                                    principal subsidiary of the Company. Since
                                    1980 and prior to his appointment as
                                    Director, Mr. Lunde served as director of
                                    SIMEX A/S and has been involved in the
                                    development and implementation of all
                                    aspects of that business. Mr. Lunde serves
                                    as Chief Financial Officer of Simex A/S. Mr.
                                    Lunde has an extensive background in HVAC,
                                    having performed an extensive apprenticeship
                                    in these disciplines. Mr. Lunde is a
                                    resident of Stavanger, Norway.

MR. KJELL JAGELID          58       Director and President since December 2000.
                                    Mr. Jagelid has over 20 years experience in
                                    manufacturing and construction. Mr. Jagelid
                                    invented equipment and processes currently
                                    used in the Company's 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         65       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.

         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.


                                       23
<PAGE>

         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.

         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 executed an employment agreements with Kjell Jagelid its Chief
Executive Officer and President.

         LOCK-UP AGREEMENTS

As of April 20, 1998, the Company and the Chairman of the Board of Directors,
Mr. Elmer Lunde, the President of SIMEX A/S, Mr. Knut Rosvold, and Mr. Oystein
Frafjord, Director of SIMEX A/S agreed to enter into lock-up agreements expiring
April 20, 2001 in order to limit the number of shares that may be sold during
any twelve (12) month period to 5% of 80% of the number of shares owned, leaving
20% of the shares owned on which sales are not restricted, other than by the
restrictions set forth under Rule 144A of the Securities and Exchange Act of
1933. Other than approximately 111,000 shares tendered to the Company in June of
2000 in repayment of $242,000 of obligations due the Company by certain
officers, no shares have been disposed of by any shareholder/officer since the
date of the reorganization. In addition, the Company entered into a lock-up
agreement with Weld Tech A/S that allows Weld Tech A/S to sell 90,000 shares of
common stock immediately, 180,000 shares of common stock after June 30, 1999 and
180,000 shares of common stock after January 1, 2000. As of March 8, 2001, none
of the shares owned by Weld Tech have been sold. The holders of these shares
must also comply with the restrictions set forth under Rule 144 of the
Securities and Exchange Act of 1933 prior to reselling these shares.

         Indemnification of Officers and Directors

The Company has authority under Section 145 of the General Business Act of
Delaware (the "DBCA") to indemnify its directors and officers to the extent
provided for in such statute. The Company's Certificate of Incorporation permit
indemnification of directors and officers to the fullest extent permitted by
law.


                                       24
<PAGE>

The DBCA provides in part that a corporation may indemnify a director or officer
or other person who was, is, or is threatened to be made a named defendant or
respondent in a proceeding because the person is or was a director, officer,
employee or agent of the corporation, if it is determined that such person (a)
conducted himself in good faith; (b) reasonably believed, in the case of conduct
in his official capacity as a director or officer of the corporation, that his
conduct was in the corporation's best interests, and, in all other cases, that
his conduct was at least not opposed to the corporation's best interests; and
(c) in the case of any criminal proceeding, had no reasonable cause to believe
that his conduct was unlawful.

A corporation may indemnify a person under the DBCA against judgments,
penalties, (including excise and similar taxes), fines, settlements, and
reasonable expenses actually incurred by the person in connection with the
proceeding. If the person is found liable to the corporation or is found liable
on the basis that personal benefit was improperly received by the person, the
indemnification is limited to reasonable expenses actually incurred by the
person in connection with the proceeding, and shall not be made in respect of
any proceeding in which the person shall have been found liable for willful or
intentional misconduct in the performance of his duty to the corporation.

A corporation may also pay or reimburse expenses incurred by a person in
connection with his appearance as a witness or other participation in a
proceeding at a time when he is not a named defendant or respondent in the
proceeding.

The effect of these provisions is to eliminate the rights of the Company and its
shareholders (through shareholders' derivative suits on behalf of the Company)
to recover monetary damages against an officer or director for breach of
fiduciary duty as an officer or director (including breaches resulting from
grossly negligent behavior), except in the situations described above. These
provisions will not limit the liability of directors or officers under the
federal securities laws of the United States. The foregoing summary of the
Company's Certificate of Incorporation, as amended, is qualified in its entirety
by reference to the relevant provisions.

ITEM 10.  Executive Compensation

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

 COMPENSATION TABLES
The compensation paid in 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.


                                       25
<PAGE>

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                   THE COMPANY

                                  ANNUAL                                    LONG-TERM COMPENSATION
                              COMPENSATION
                                                                             AWARDS            PAYOUTS
                                                                                                              ALL
   NAME AND                                        OTHER ANNUAL    RESTRICTED    OPTIONS/        LTIP         OTHER
   PRINCIPAL                  SALARY        BONUS  COMPENSATION      STOCK         SARs         PAYOUT     COMPENSATION
   POSITION        YEAR         ($)          ($)        ($)          AWARDS         (#)           ($)          ($)
<S>               <C>         <C>           <C>    <C>             <C>           <C>            <C>        <C>
Kjell Jagelid     2001             0          0          0             0               0           0          10,500
President (1)     2000             0          0          0             0               0           0           7,250
                  1999             0          0          0             0               0           0          60,000


Arnold  Johns     2001             0          0          0             0               0           0               0
President (1)     2000        72,500          0          0             0               0           0               0
                  1999        30,000          0          0             0               0           0               0


Elmer Lunde       2001       157,430          0          0             0               0           0               0
Treasurer         2000       199,000          0          0             0          20,000           0               0
                  1999        95,000          0          0             0               0           0               0
</TABLE>

(1)      Mr. Johns resigned his position as President and a Director in July of
         2000. Mr. Johns 2000 compensation represents approximately seven (7)
         months, while his 1999 compensation represents approximately three (3)
         months. Mr. Johns was replaced as President and a Director in December
         2000 by Mr. Kjell Jagelid, who received no compensation during the year
         ended December 31, 2000. During the approximate four (4) month period
         between Mr. John's resignation and Mr. Jagelid's appointment, Mr. Elmer
         Lunde served as the Company's President.

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. The Company has no stock appreciation rights
("SARs") outstanding.

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 2001 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.


                                       26
<PAGE>

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.

<TABLE>
<CAPTION>
                                                             COMMON
                                                   STOCK BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER (1)        NO. OF SHARES         % OF CLASS

<S>                                             <C>                   <C>
MR. ELMER LUNDE (2)                                434,779              2.60%
Roaldsoyveien 44
N-4085 Hundvag
Norway

Mr. KJELL JAGELID (3)                            5,117,500             30.89%
140 South Falcon Bluff
Alpharetta, Georgia 30022


ALL DIRECTORS AND EXECUTIVE OFFICERS AS
A GROUP (4 Persons)                              5,552,279             33.52%
</TABLE>

----------------------
(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.


                                       27
<PAGE>

(2)      Includes 20,000 shares beneficially owned due to stock options granted
         during the year ended December 31, 2000.

(3)      Includes 4,750,000 shares beneficially owned through the Montain
         Sebring Generale Corporation (see Item 12 "Sale of Shares" in this
         report).

ITEM 12. Certain Relationships and Related Transactions

Loans to Shareholders

The Company had loaned monies to Elmer Lunde, Kjell Jagelid, Knut Rosvold and
Oystein Frafjord. The purpose of these loans was to pay personal income tax
(Norwegian) on the value of the stock received in the reorganization. During the
year ended December 31, 2000, the monies loaned to Elmer Lunde, Knut Rosvold and
Oystein Frafjord were repaid by these individuals through the exchange of
approximately 111,000 shares of their holdings of the Company's common stock for
repayment of loan value of approximately $242,000. The loan of $70,000, plus
accrued interest, to Kjell Jagelid was repaid in full by the Company's purchase
of certain equipment from Mr. Jagelid with the loan being forgiven as part of
the Company's consideration for the purchase.

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.

Consultants

During June 1999, SIMEX A/S engaged Mr. Kjell Jagelid for $10,000 a month for
his services as a consultant for the Company through June 30, 1999. In December
2000, Mr. Jagelid was re-appointed as President and a Director of the Company.

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.


                                       28
<PAGE>

<TABLE>
<CAPTION>
                      Number of shares sold            Number of remaining shares
                      ---------------------            --------------------------
<S>                   <C>                              <C>
Elmer Lunde                  4,750,000                          414,779
Knut Rojvold                   225,000                          505,323
Oystein Frafjord               225,000                          505,323
</TABLE>

The purchase price of the shares was $0.24 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
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.

Sale of Vest Norge


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.

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

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

         (21)     21.1     List of the Company's subsidiaries
                  (previously filed).

         (99)     Certification of Translated Foreign Language Documents
                  (previously filed).

          -------------------
         (b) No reports on Form 8-K were filed during the quarter ended December
         31, 2001


                                       29
<PAGE>


                  INDEX TO FINANCIAL STATEMENTS FOR THE COMPANY


                            SIMEX TECHNOLOGIES, INC.
                                AND SUBSIDIARIES



<TABLE>
<S>                                                                                           <C>
Independent auditors' report                                                                  31

Consolidated balance sheet as of December 31, 2001                                            32

Consolidated statements of operations for the years ended December 31, 2001 and 2000          34

Consolidated statements of shareholders' equity for the years ended December 31,
2001 and 2000                                                                                 35

Consolidated statements of cash flows for the years ended December 31, 2001 and 2000          36

Notes to consolidated financial statements                                                    38
</TABLE>


                                       30
<PAGE>


                          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, 2001, 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, 2001. 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, 2001, and the results of
their operations and their cash flows for each of the years in the two-year
period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.

                                                          KPMG LLP



Atlanta, Georgia
April 5, 2002


                                       31
<PAGE>

                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet

                                 (In thousands)


<TABLE>
<CAPTION>
                                                                DECEMBER 31,
ASSETS                                                             2001
                                                                  -------
<S>                                                             <C>
Current assets:
   Cash and cash equivalents                                      $     3
   Trade accounts receivable, less allowance for
      doubtful accounts of $22                                      3,701
   Inventories                                                      1,104
   Costs in excess of billings and estimated earnings on
       uncompleted contracts (note 3)                               3,165
   Prepaid expenses and other current assets                          381
                                                                  -------
           Total current assets                                     8,354


Machinery and equipment, net (note 6)                               3,162
Goodwill, less accumulated amortization of $577                     6,050
Other assets                                                          104
                                                                  -------
           Total assets                                           $17,670
                                                                  =======
</TABLE>

         See accompanying notes to consolidated financial statements.


                                       32
<PAGE>


                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheet

                      (In thousands, except per share data)



<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
LIABILITIES AND SHAREHOLDERS' EQUITY                                   2001
                                                                   ------------
<S>                                                                <C>

Current liabilities:
   Notes payable - banks (note 7)                                    $  3,071
   Notes payable to officers and employees                                130
   Current portion of long-term debt (note 8)                             297
   Accounts payable                                                     3,015
   Accrued salaries and wages                                           1,060
   Accrued taxes other  than income                                     1,509
   Other current liabilities                                              196
                                                                     --------
      Total current liabilities                                         9,278
Long-term debt, less current portion (note 8)                           4,058
Other liabilities                                                         930
                                                                     --------
      Total liabilities                                                14,266
                                                                     --------
Shareholders' equity:
   Common stock, $.001 par value. Authorized 50,000 shares;
      16,565 shares issued and outstanding (note 10)                       17
   Additional paid-in capital                                           9,720
   Accumulated deficit                                                 (4,893)
   Treasury stock, 10 shares at cost                                      (30)
  Accumulated other comprehensive loss - foreign currency
      translation adjustment                                           (1,251)
   Deferred compensation                                                 (159)
                                                                     --------
             Total shareholders' equity                                 3,404
                                                                     --------
Commitments and contingencies (notes 7, 8, 12,13, and 17)
      Total liabilities and shareholders' equity                     $ 17,670
                                                                     ========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       33
<PAGE>

                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                      (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                       YEARS ENDED
                                                                       DECEMBER 31,
                                                                ---------------------------
                                                                  2001               2000
                                                                --------           --------
<S>                                                             <C>                <C>
Revenues                                                        $ 25,495           $ 18,873
Cost of revenues                                                  18,796             16,168
                                                                --------           --------
    Gross profit                                                   6,699              2,705
Selling, general, and administrative expenses (note 5)             7,300              6,113
                                                                --------           --------

    Operating loss                                                  (601)            (3,408)
                                                                --------           --------
Other (income) expense:
    Interest income (note 4)                                        (433)               (77)
    Interest expense                                                 443                569
    Other                                                             (2)              (279)
                                                                --------           --------
        Total other expense                                            8                213
                                                                --------           --------
    Loss from continuing operations before
    income taxes                                                    (609)            (3,621)
Income tax (benefit) expense (note 9)                                418               (939)
                                                                --------           --------
    Loss from continuing operations                               (1,027)            (2,682)
Discontinued operations (note 2):
 Earnings from discontinued operations, net
 of income taxes $43 in 2000,                                         --                110
 Gain on disposal of segment, net of income
 taxes of $14 in 2000                                                 --                 38
                                                                --------           --------
    Net loss                                                    $ (1,027)          $ (2,534)
                                                                ========           ========
Loss per share (note 11):
    Basic:
      Loss from continuing operations                           $   (.07)          $   (.21)
      Discontinued operations                                         --                .01
                                                                --------           --------
        Net loss                                                $   (.07)          $   (.20)
                                                                ========           ========
    Diluted:
      Loss from continuing operations                           $   (.07)          $   (.21)
      Discontinued operations                                         --                .01
                                                                --------           --------
        Net loss                                                $   (.07)          $   (.20)
                                                                ========           ========
</TABLE>


         See accompanying notes to consolidated financial statements.


                                       34
<PAGE>


                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
                     Years ended December 31, 2001 and 2000
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                           ACCUMULATED
                                                                                             OTHER
                                                                                          COMPREHENSIVE
                                                                                              LOSS -
                                       COMMON STOCK                                          FOREIGN
                                      -------------    ADDITIONAL                            CURRENCY                      TOTAL
                                                        PAID-IN   ACCUMULATED   TREASURY   TRANSLATION     DEFERRED    SHAREHOLDERS'
                                      SHARES  AMOUNT    CAPITAL     DEFICIT       STOCK     ADJUSTMENT   COMPENSATION     EQUITY
                                      ------  ------   ---------  -----------   --------   -----------   ------------  -------------
<S>                                   <C>     <C>      <C>        <C>           <C>       <C>            <C>           <C>

Balances at December 31, 1999         12,814    $13     $6,465      $(1,332)      $ (30)     $  (784)        $  --        $ 4,332

Issuance of common stock (note 10)       180      1         14           --          --           --            --             15
Treasury stock transaction                --     --         --           --        (242)          --            --           (242)
Purchase of equipment with
  treasury shares                         --     --         --           --         242           --            --            242

Comprehensive loss:
  Net loss                                --     --         --       (2,534)         --           --            --         (2,534)
  Foreign currency translation
   adjustments                            --     --         --           --          --         (348)           --           (348)
                                                                                                                          -------
      Total comprehensive loss                                                                                             (2,882)
                                      ------    ---     ------      -------       -----      -------         -----        -------
Balances at December 31, 2000         12,994     14      6,479       (3,866)        (30)      (1,132)           --          1,465

Issuance of common stock (note 10)       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
                                     =======    ===     ======      =======       =====      =======         =====        =======
</TABLE>


         See accompanying notes to consolidated financial statements.


                                       35
<PAGE>


                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                 (In thousands)


<TABLE>
<CAPTION>
                                                                             YEARS ENDED
                                                                             DECEMBER 31,
                                                                          2001           2000
                                                                        -------        -------
<S>                                                                     <C>            <C>
Cash flows from operating activities:
   Net loss                                                             $(1,027)       $(2,534)
   Adjustments to reconcile net loss to net cash
 used in operating activities:
    Depreciation and amortization                                           817            786
    Deferred compensation                                                   160             --
    Deferred income taxes                                                   418         (1,062)
    Loss on sale of machinery and equipment                                 106             --
     Other                                                                   --             51
    Changes in operating assets and liabilities net of effects of
     acquisitions:
       Accounts receivable                                                  144            828
       Inventories and uncompleted contracts                               (130)            93
       Costs in excess of earnings on uncompleted contracts              (3,205)            --
       Prepaid expenses and other current assets                           (211)          (826)
       Other assets                                                          10             --
       Accounts payable                                                     970         (1,057)
       Accrued salaries and wages                                           432            107
       Accrued taxes other than income                                       --            (67)
       Other current liabilities                                            415            861
                                                                        -------        -------
        Net cash used in operating activities                            (1,101)        (2,820)
                                                                        -------        -------
Cash flows from investing activities:
  Acquisitions of machinery and equipment                                  (938)        (1,054)
  Proceeds from sale of machinery and equipment                             127             15
  Investment - operating assets acquired                                     --           (375)
  Proceeds from sale of segment                                              --            640
   Proceeds from lease                                                    1,973             --
  Acquisition of businesses                                                (684)            --
                                                                        -------        -------
        Net cash provided by (used in) investing activities                 478           (774)
                                                                        -------        -------


Cash flows from financing activities:
  Proceeds from note payable - banks, net                                   614            624
  Proceeds from long-term debt                                            1,082          4,369
  Payments on long-term debt                                             (1,111)        (2,794)
                                                                        -------        -------

        Net cash provided by financing activities                           585          2,199
                                                                        -------        -------

Effect of exchange rate changes in cash and cash equivalents                 31          1,121
                                                                        -------        -------

        Net change in cash and cash equivalents                              (7)          (274)

Cash and cash equivalents at beginning of year                               10            284
                                                                        -------        -------

Cash and cash equivalents at end of year                                $     3        $    10
                                                                        =======        =======
</TABLE>


                                       36
<PAGE>


                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                                 (In thousands)


<TABLE>
<CAPTION>
                                                               YEARS ENDED
                                                              December 31,
                                                         --------------------
                                                           2001         2000
                                                         -------        -----
<S>                                                      <C>            <C>
Supplemental disclosure of cash flows information:
  Cash paid during the
  years for:
    Interest                                             $   471        $ 532
                                                         =======        =====

    Income taxes                                         $    --        $ 211
                                                         =======        =====

Supplemental disclosure of noncash investing and
  financing activities:

    Treasury stock transaction                           $    --        $(242)
                                                         =======        =====

In July 2001, the Company acquired the assets of
  Bryne Elektriske (note 12):
    Fair value of tangible assets acquired               $   164        $  --
    Goodwill                                               2,751           --
    Deferred compensation                                    319           --
    Liabilities assumed                                     (188)          --
    Common stock and options issued                       (2,729)          --
                                                         -------        -----

          Cash paid                                      $   317        $  --
                                                         =======        =====
In August 2001, the Company acquired the assets of
  Vendor Leasing (note 12):
    Fair value of  tangible assets acquired              $   118        $  --
    Goodwill                                                 628           --
    Liabilities assumed                                     (146)          --
    Common stock and options issued                         (500)          --
                                                         -------        -----

          Cash paid                                      $   100        $  --
                                                         =======        =====
</TABLE>


         See accompanying notes to consolidated financial statements.


                                       37
<PAGE>


                    SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                           December 31, 2001 and 2000

                      (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") principally operates through its wholly owned
                  subsidiary, Simex AS, located in Norway. The Company is
                  engaged in construction and services, including design,
                  engineering, fabrication, production and installation for both
                  off-shore for the oil and gas industry, and on-shore in
                  commercial, industrial, and government projects. In addition,
                  the Company is engaged in concrete post tensioning
                  construction for off-shore oil and gas drilling platforms. The
                  Company has derived its revenues primarily from customers in
                  Norway (see note 16).

         (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 $3 at December 31, 2001 consist of 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)      INVENTORIES

                  Inventories are stated at the lower of cost or market and
                  consist principally of raw materials. Cost is determined using
                  the first-in, first-out method.

         (E)      MACHINERY AND EQUIPMENT

                  Machinery and equipment are stated at cost. Depreciation on
                  machinery and equipment is calculated on the straight-line
                  method over the estimated useful lives of the assets ranging
                  from five to ten years.

         (F)      GOODWILL

                  Goodwill, which represents the excess of purchase price over
                  fair value of net assets acquired, is amortized on a
                  straight-line basis over the expected periods to


                                       38
<PAGE>
                  be benefited, generally 20 years. However, the Company has not
                  amortized goodwill subsequent to June 30, 2001. 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.

                  The amount of goodwill impairment, if any, is measured based
                  on projected discounted future operating cash flows using a
                  discount rate reflecting the Company's average cost of funds.
                  The assessment of the recoverability of goodwill will be
                  impacted if estimated future operating cash flows are not
                  achieved.

                  In July 2001, the Financial Accounting Standards Board issued
                  SFAS No. 142, which will be adopted by the Company effective
                  January 1, 2002. Under SFAS No. 142, goodwill and intangible
                  assets with indefinite useful lives will no longer be
                  amortized, but will instead be tested periodically for
                  impairment. SFAS No. 142 will also require 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 will be subject to the transition
                  provisions of SFAS No. 142. The Company has not yet determined
                  the effect of adopting SFAS No. 142. However, the Company
                  expects that substantially all of the goodwill recognized as
                  of December 31, 2001 is likely to meet the criteria for having
                  indefinite useful lives, and therefore will not be subject to
                  further amortization.

          (G)     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. 121, Accounting for the Impairment
                  of Long-Lived Assets and for Long-Lived Assets to Be Disposed
                  Of. 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.

         (H)      REVENUE AND COST RECOGNITION

                  Revenues from fixed-price and modified fixed-price contracts
                  are recognized on the percentage-of-completion method,
                  measured by the cost-to-cost method. This method is used
                  because management considers the cost-to-cost method to be the
                  best available measure of progress on these contracts.
                  Revenues from



                                       39
<PAGE>

                  cost-plus-fee contracts are recognized on the basis of costs
                  incurred during the period plus the fee earned.

                  Contracts to manage, supervise, or coordinate the construction
                  activity of others are recognized only to the extent of the
                  fee revenue. The revenue earned in a period is based on the
                  ratio of hours incurred to the total estimated hours required
                  by the contract.

                  Contract costs include all direct material and labor costs and
                  those indirect costs related to contract performance, such as
                  indirect labor, supplies, tools, repairs, and depreciation
                  costs. Selling, general, and administrative costs are charged
                  to expense as incurred. Provisions for estimated losses on
                  uncompleted contracts are made in the period in which such
                  losses are determined. Changes in job performance, job
                  conditions, and estimated profitability, including those
                  arising from contact penalty provisions, and final contract
                  settlements may result in revisions to costs and income and
                  are recognized in the period in which the revisions are
                  determined. Profit incentives are included in revenues when
                  their realization is reasonably assured. An amount equal to
                  contract costs attributable to claims is included in revenues
                  when realization is probable and the amount can be reliably
                  estimated.

                  The asset "Costs and estimated earnings in excess of billings
                  on uncompleted contracts," represents revenues recognized in
                  excess of amounts billed. The liability, if any, "Billings in
                  excess of costs and estimated earnings on uncompleted
                  contracts," represents billings in excess of revenues
                  recognized.

         (I)      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.

         (J)      RESEARCH AND DEVELOPMENT, AND ADVERTISING

                  Research and development, and advertising costs are expensed
                  as incurred. Research and development costs amounted to $75
                  and $120 in 2001 and 2000, respectively. Advertising costs
                  amounted to $110 and $73 in 2001 and 2000, respectively.


                                       40
<PAGE>

         (K)      PENSION PLAN

                  The Company has a defined benefit pension plan covering
                  substantially all of its employees. The benefits are based on
                  years of service and the employee's compensation before
                  retirement. The cost of this program is being funded
                  currently. Members of the Board of Directors of Simex AS, who
                  are also employees of Simex AS, receive a pension contribution
                  equal to one months pay per year of service to Simex AS, in
                  accordance with Norwegian law.

         (L)      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.
                  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.

         (M)      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
                  income.

         (N)      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.

         (O)      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.


                                       41
<PAGE>

         (P)      RECLASSIFICATIONS

                  Certain 2000 amounts have been reclassified for comparability
                  with 2001 amounts.

(2)      DISCONTINUED OPERATIONS

         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. Telefrost A/S and Gjenvinning Midt Norge A/S had revenues
         of approximately $2,130 during the year ended December 31, 2000. These
         operations constituted the Company's maintenance and service segment.
         The net after tax earnings of these operations for the year ended
         December 31, 2000 was $110 and is reported as earnings from
         discontinued operations on the Company's Consolidated Statements of
         Operations. The Company reported a gain on disposal, net of income
         taxes, of $38 in 2000.

(3)      BILLINGS IN EXCESS OF COST AND ESTIMATED EARNINGS ON UNCOMPLETED
         CONTRACTS

         Billings in excess of cost and estimated earnings on uncompleted
         contracts consists of the following at December 31, 2001:

<TABLE>
         <S>                                                      <C>
         Cost incurred on uncompleted contracts                   $14,592
         Estimated earnings                                           893
                                                                  -------
                                                                   15,485
         Less billings to date                                     12,320
                                                                  -------

                                                                  $ 3,165
                                                                  =======

         Costs and estimated earnings in excess of billings
             on uncompleted contracts                             $ 3,165
         Billings in excess of costs and estimated earnings
             on uncompleted contracts                                  --
                                                                  -------

                                                                  $ 3,165
                                                                  =======
</TABLE>


                                       42
<PAGE>

(4)      RELATED PARTY TRANSACTIONS

         During the year ended December 31, 2000, certain officers of the
         Company repaid approximately $242 of notes receivable and accrued
         interest. The repayment was accomplished by their tender of
         approximately 111 shares of the Company's common stock to treasury and
         repaid all outstanding notes receivable and accumulated interest in
         full. The fair market value of the shares tendered exceeded the notes
         receivable by $35 and is to be repaid to the respective officers.

         The Company had loaned monies to Elmer Lunde, Kjell Jagelid, Knut
         Rosvold and Oystein Frafjord. The purpose of these loans was to pay
         personal income tax (Norwegian) related to the value of the stock
         received in the reorganization. During the year ended December 31,
         2000, the monies loaned to Elmer Lunde, Knut Rosvold and Oystein
         Frafjord were repaid by these individuals through the exchange of
         approximately 111,000 shares of their holdings of the Company's common
         stock for repayment of loan value of approximately $242. The loan
         of $70, plus accrued interest, to Kjell Jagelid was repaid in full
         by the Company's purchase of certain equipment from Mr. Jagelid with
         the loan being forgiven as part of the Company's consideration for the
         purchase.

         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.

 (5)     INVESTMENTS IN AFFILIATED COMPANIES

         During 1998, the Company purchased 40% of the common stock of Jotronic
         Data AS and Unitron Management AS. During the year ended December 31,
         1999, these companies were consolidated into one company and renamed
         Unitron AS ("Unitron"). During the quarter ended June 30, 2000, the
         Company acquired an additional 11% of the common stock of Unitron and
         since that date has reported Unitron as a fully consolidated
         subsidiary.

         Unitron also provides services for the Company under the terms of a
         management services agreement. The cost of these services aggregated
         $155 through June 30, 2000 and all intercompany charges have been
         eliminated in consolidation subsequent to June 30, 2000. Fees charged
         to the Company for these services are set at the level of fees that
         Unitron charges to unrelated parties.

         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.

(6)      MACHINERY AND EQUIPMENT

         Machinery and equipment consists of the following at December 31, 2001:


                                       43
<PAGE>


<TABLE>
         <S>                                     <C>
         Software                                $  268
         Machinery and equipment                  5,826
                                                 ------
                                                  6,094
         Less accumulated depreciation and
           amortization                           2,932
                                                 ------
             Net property and equipment          $3,162
                                                 ======
</TABLE>

         The estimated depreciable lives for the machinery and equipment is five
         years. The Company leases its land and building under an operating
         lease (see note 13).

(7)      NOTES PAYABLE - BANKS

         The Company's note payable - bank for its Norwegian operations is
         secured by certain accounts receivable and equipment of the Company.
         The Company had drawn $2,871 under this facility as of December 31,
         2001. The borrowing limit under the line of credit is $4,494, making
         borrowing availability $1,623 as of December 31, 2001. The note bears
         interest at NIBOR (Norwegian) plus .60% (6.97% at December 31, 2001)
         and is payable upon demand.

         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
         expires September 20, 2002. As of December 31, 2001, there was no
         availability under the U.S. bank line.

(8)      LONG-TERM DEBT

         Long-term debt consists of the following at December 31, 2001:

<TABLE>
             <S>                                                              <C>
             Note payable, NIBOR (Norwegian) plus .6% (6.97% at December
                  31, 2001), payable in quarterly principal payments of $74
                  through 2017 with interest due quarterly. Note payable is
                  secured with accounts receivable and inventory              $ 1,267
             Note payable in Japanese YEN with no fixed
                  principal payment and interest paid quarterly
                  at 1.2% annual rate a 20 year note which expires
                  in 2021                                                       3,088
                                                                              -------
                                                                                4,355
             Less current portion of long-term debt                               297
                                                                              -------
                     Long-term debt, less current portion                     $ 4,058
                                                                              =======
</TABLE>


         The aggregate maturities of long-term debt for each of the five years
         subsequent to December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                  YEARS ENDING
                                  DECEMBER 31,
                                  ------------
                                  <S>                 <C>

                                       2002           $  297
                                       2003              297
                                       2004              297
                                       2005              297
                                       2006               79
                                                      ------
                                                      $1,267
                                                      ======
</TABLE>


                                       44
<PAGE>

(9)      INCOME TAXES

         Income tax (benefit) expense attributable to the 2001 loss from
         continuing operations consists of a loss of $(472) from U.S. operations
         and a loss of $(137) from foreign operations:


<TABLE>
<CAPTION>
                                                     CURRENT      DEFERRED     TOTAL
                                                     -------      --------     -----
                   <S>                               <C>          <C>          <C>

                   Year ended December 31, 2001:
                       U.S. Federal                   $  --           --          --
                       State                             --           --          --
                       Foreign                           --          418         418
                                                      -----         ----        ----

                              Total                   $  --          418         418
                                                      =====         ====        ====

                   Year ended December 31, 2000:
                       U.S. Federal                   $  --            --          --
                       State                             --            --          --
                       Foreign                           --          (939)       (939)
                                                      -----         -----       -----

                              Total                   $  --          (939)       (939)
                                                      =====         =====       =====
</TABLE>

         Income tax (benefit) expense attributable to loss from continuing
         operations was $418 and $(939) for the years ended December 31, 2001
         and 2000, respectively, and 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:

<TABLE>
<CAPTION>
                                                                      2001          2000
                                                                     -----         -------

         <S>                                                         <C>           <C>
         Computed "expected" tax benefit                             $(207)        $(1,231)
         Increase (reduction) in income taxes resulting from:
             Difference in U.S. and foreign tax rates                    3             174
             Increase in valuation allowance for
               deferred tax assets                                     622             149
             Other                                                      --             (31)
                                                                     -----         -------

                                                                     $ 418         $  (939)
                                                                     =====         =======
</TABLE>

         The tax effects of temporary differences that give rise to significant
         portions of the deferred tax assets and liabilities at December 31,
         2001 are as follows:


                                       45
<PAGE>

<TABLE>
         <S>                                            <C>
         Deferred tax assets:
             Shares in other companies                  $     2
             Other                                            6
             Pension                                         23
             Net operating loss carryforward              2,194
                                                        -------

                  Gross deferred tax assets               2,225

             Less valuation allowance                    (1,435)
                                                        -------
                  Net deferred tax assets                   790
                                                        -------

         Deferred tax liabilities:
             Equipment                                      540
             Cost and estimated earnings in
               excess of billings on uncompleted
               contracts                                    250
                                                        -------
                  Total deferred tax liabilities            790
                                                        -------


                  Net deferred tax asset                $    --
                                                        =======
</TABLE>

         The valuation allowance for deferred tax assets as of January 1, 2001
         was $1,435. The net change in the total valuation allowance for the
         years ended December 31, 2001 and 2000 were increases of $622 and $149,
         respectively. 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.

         At December 31, 2001, the Company has net operating loss carryforwards
         for U.S. Federal income tax purposes of approximately $2,600 which are
         available to offset future Federal taxable income, if any, in varying
         amounts and years through 2020.

         At December 31, 2001, the Company has net operating loss carryforwards
         for Norwegian income tax purposes of approximately $3,100 which are
         available to offset future Norwegian taxable income, if any, in varying
         amounts and years through 2009.

 (10)    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 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
         2001 and granted 192,000 during 2000. These 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. In connection with the issuance of option grants, the Company
         may incur non-cash stock compensation expenses. No compensation expense
         was incurred in 2001 and 2000. 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


                                       46
<PAGE>

         value method" in accordance with Accounting Principles Board ("APB")
         Opinion No. 25, Accounting for Stock Issued to Employees and 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.

         In accordance with SFAS No. 123, the fair value for the Company's
         employee stock options was estimated at the date of grant using the
         Black-Scholes option pricing model with the following weighted average
         assumptions for the years ended December 31, 2000 (no options were
         granted during 2001).

<TABLE>
         <S>                                                   <C>
         Risk-free interest rate                                6.0%
         Dividend yield                                           -%
         Volatility factor                                     85.0%
         Weighted-average expected life (in years)              8.0
</TABLE>

         For purposes of pro forma disclosures, the estimated fair value of
         options is amortized to expense over the option's vesting period. The
         Company's pro forma information follows:

<TABLE>
<CAPTION>
                                   2001              2000
                                 --------         ---------
         <S>                     <C>              <C>
         Net loss:
              As reported        $ (1,027)        $  (2,534)
              Pro forma            (1,027)           (2,691)
         Loss per share:
             As reported            (0.07)            (0.20)
           Pro forma                (0.07)            (0.21)
</TABLE>


                                       47
<PAGE>

<TABLE>
<CAPTION>
                                                       Qualified Plans
                                              --------------------------------

                                                                   Weighted
                                               Options              average
                                                                exercise price
                                               -------          --------------
<S>                                            <C>              <C>

Outstanding at December 31, 1999                    --                  --
   Granted                                     192,000                1.00
   Exercised                                        --                  --
   Forfeited or canceled                            --                  --
                                               -------               -----
Outstanding at December 31, 2000               192,000                1.00
   Granted                                          --                  --
   Exercised                                        --                  --
   Forfeited or canceled                            --                  --
                                               -------               -----
Outstanding at December 31, 2001               192,000               $1.00
</TABLE>

         The exercise price and weighted average exercise price of all
         outstanding and exercisable options at December 31, 2001, is $1.00. The
         options have remaining contractual lives of 8.8 years, with a weighted
         average contractual life of 8.8 years.

         In November 2000, the Company issued 179,095 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.

         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.

         On July 2, 2001, the Company purchased all of the assets and assumed
         substantially all the liabilities of Bryne Elektriske, a Norwegian
         corporation located in Stavanger, Norway that performs commercial and
         industrial construction work. 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.

         On August 2, 2001, the Company purchased all of the assets and assumed
         substantially all the liabilities 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
         and 500,000 shares of the Company's common stock. A future cash payment
         of $110 may be paid provided certain performance targets are achieved.
         The number of shares given to seller is 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 may, 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.

         On October 20, 1002, 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.

(11)     LOSS PER SHARE

         The Company applies the provisions of Statements of Financial
         Accounting Standards ("SFAS") No. 128, "Earnings per Share". Basic
         earnings (loss) per common share is


                                       48
<PAGE>

         based on the weighted average number of common shares outstanding
         during the period. Diluted earnings (loss) per share includes the
         dilutive effect of common stock equivalents. For the years ended
         December 31, 2001 and 2000, the dilutive effect of 192,000 stock
         options and warrants, which comprise common stock equivalents, 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 14,832,000 and 12,839,000
         in 2001 and 2000, respectively.

 (12)    ACQUISITIONS

         In March of 2000, SIMEX A/S purchased the assets of Karlsen Mekaniske,
         including its inventory and accounts receivable. This company is a
         computerized numeric controlled equipment milling and turning
         fabrication operation. The transaction was accounted for as a purchase
         with consideration of approximately $375 plus 110,700 shares of the
         Company's common stock, which were issued from treasury shares.

         On July 2, 2001, the Company purchased all of the assets and assumed
         substantially all 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 to accomplish growth projections in the North Sea gas and
         oil industry. None of the goodwill is expected to be deductible for tax
         purposes and all will be assigned to the Company's Construction
         segment. The results of operations from July 2, 2001 through December
         31, 2001 are included in the Company's Consolidated Statements of
         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 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 included
         $100 cash paid at closing, 500,000 shares of the Company's common
         stock. A future cash payment of $110 may be paid provided certain
         performance targets are achieved. The number of shares given to seller
         is 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 may, 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. Goodwill resulting from the acquisition amounted
         to $628 and was deemed appropriate 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 is expected to
         be deductible for tax purposes and none will be assigned to a specific
         industry segment until such time as the operations of Vendor Leasing
         become more significant to overall operations of the Company. The
         results of



                                       49
<PAGE>

         operations from August 2, 2001 through December 31, 2001 are included
         in the Company's Consolidated Statements of 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 2001 acquisitions are summarized as follows:

<TABLE>
<CAPTION>
                                                           Bryne                 Vendor
                                                         Elektriske              Leasing
                                                         ----------              -------
<S>                                                      <C>                     <C>
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
                                                           =======                =====
</TABLE>


       The above acquisitions were accounted for using the purchase method. The
       operations of Bryne Elektriske have been included in the accompanying
       Consolidated Statements of Operations since July 2, 2001. The operations
       of Vendor Leasing have been included in the accompanying Consolidated
       Statements of Operations since August 2, 2001. The unaudited pro forma
       results of operations, as if Bryne Elektriske and Vendor Leasing had been
       acquired at the beginning of periods ended December 31, 2000 and December
       31, 2001, are as follows:

<TABLE>
<CAPTION>
                                          December 31,      December 31,
                                              2000               2001
                                          ------------      ------------
         <S>                              <C>               <C>
         Net revenues                       $ 22,473          $ 27,352
         Net loss                             (2,189)           (1,046)
           Net loss per share                  (0.13)            (0.07)
</TABLE>

(13)     LEASES

         The Company has noncancelable leases, primarily for real property and
         transportation equipment, that expire over the next 20 years. SIMEX A/S
         entered into a 20 year lease commencing on December 1, 1999 for the
         lease of a new headquarters facility in Stavanger, Norway. SIMEX A/S
         provided construction services in the construction of the facility and
         was compensated approximately $1,500 for these services. Under the
         terms of the lease, SIMEX AS made a $1,066 lease deposit which was to
         be held by the lessor until


                                       50
<PAGE>

         the end of the lease and repaid to include increases based on the
         Norwegian Consumer Price Index ("NCPI"). As consideration for the lease
         deposit, the parties negotiated variable rental payments under the
         lease which were based upon the imputed interest for the lessor on the
         lease deposit. These rental payments were approximately $750 for the
         first year of the lease and $455 for the last year of the lease. The
         lease included the lessor purchasing SIMEX A/S's existing headquarters
         facility in Stavanger, Norway. In December 2000, the Company
         renegotiated the lease and obtained the release of the $1,066 lease
         deposit. The renegotiation resulted in a gain to the Company of
         approximately $847, which will be amortized over the remaining life of
         the lease, which expires in 2019. The renegotiation also result in a
         change in the variable lease payments which will be $774 for the year
         ended December 31, 2001 and , assuming an annual 3% annual increase in
         the NCPI, an estimated $1,318 for the year ended December 31, 2019.

         In addition to the above referenced real property lease, the Company
         has commitments for equipment leases and other real property leases as
         shown below. Future minimum lease payments under these noncancelable
         operating leases, payable to an employee of the Company, as of December
         31, 2001 are as follows:


<TABLE>
<CAPTION>
                              YEARS ENDING
                              DECEMBER 31,
                              ------------
                              <S>                 <C>
                                 2002             $  25
                                 2003                18
                                 2004                11
                                                  -----

                                Total             $  54
                                                  =====
</TABLE>

(14)     PENSION PLAN

         The Company has a defined benefit plan covering substantially all its
         employees. The benefits are based upon years of service and the
         employees' compensation during the years before retirement. Net pension
         costs for the years ended December 31, 2001 and 2000 were $21 and $23,
         respectively. The plan is unfunded and pension liabilities at December
         31, 2001 were $84. The assumptions used to calculate such pension
         information were: discount rate of 7% and expected increase in
         compensation of 3%.

(15)     FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts for cash and cash equivalents, trade accounts
         receivable, notes payable - banks, accounts payable, accrued salaries
         and wages, accrued taxes other than income, accrued income taxes, and
         other current liabilities approximate fair value because of the short
         maturity of these instruments.

         The carrying amount for notes receivable - employees approximate fair
         value based upon a discounted cash flow analysis. The carrying amount
         for long-term debt, which bears a variable rate, approximates fair
         value based upon current borrowing rates for similar instruments.


                                       51
<PAGE>

(16)     OPERATING SEGMENTS

         The Company applies the provisions of SFAS No. 131, Disclosures about
         Segments of an Enterprise and Related Information. SFAS 131 establishes
         standards for the way that public business enterprises report
         information about operating segments in their financial statements. The
         standard defines operating segments as components of an enterprise
         about which separate financial information is available that is
         evaluated regularly by the chief operating decision makers in deciding
         how to allocate resources and in assessing performance.

         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.

         Based on the quantitative thresholds specified in SFAS 131, the Company
         has determined that it has three reportable segments. The three
         reportable segments are construction, production and post-tensioning.

         Construction consists of all of the Company's operations involved in
         the design, engineering and installation of HVAC, plumbing and
         electrical products and services, both onshore and offshore.

         Production consists of design, engineering and production of various
         technical and nontechnical products, such as SIMDUCTS.

         Post tensioning consists of construction reinforcing techniques for
         concrete oil and gas production platforms, bridges, tunnels and other
         post and bolt tensioning operations. During the year ended December 31,
         2001, the Company ceased operations of its Post-Tensioning segment due
         to lack of new contracts. At this time it can not be determined when
         operations in this segment will resume.

         The accounting policies of the three operating segments are the same as
         those described in note 1. The Company evaluates the performance of its
         operating segments based upon revenues and gross profit. Inter-segment
         revenues are significant and are represented in the "Other and
         Eliminations" column.

<TABLE>
<CAPTION>
                                                                           POST       OTHER AND
                                         CONSTRUCTION    PRODUCTION     TENSIONING   ELIMINATIONS      TOTAL
                                         ------------    ----------     ----------   ------------      -----
<S>                                      <C>             <C>            <C>          <C>               <C>
2001:
    Revenues                               $19,675          5,256           --            564          25,495
    Gross profit                             4,784          1,662           --            253           6,699
    Total assets                                --             --           --             --          18,104
    Long-lived asset expenditures               --             --           --             --             938
    Depreciation and amortization               --             --           --             --             817

2000:
    Revenues                               $13,650          3,031          610          1,582          18,873
    Gross profit                             1,782            476           16            431           2,705
    Total assets                             3,300          2,363          254          7,928          13,845
    Long-lived asset expenditures               --            629           --            425           1,054
    Depreciation and amortization               --            115           --            671             786
</TABLE>


                                       52
<PAGE>

         The following table represents revenues by country based upon the
location of domicile:

<TABLE>
<CAPTION>
                                  2001             2000
                                -------          -------
         <S>                    <C>              <C>
         Norway                 $25,390          $18,060
         United States              105              813
                                -------          -------
                                $25,495          $18,873
                                =======          =======
</TABLE>

The following table presents long-lived assets by country based on the location
of domicile:

<TABLE>
<CAPTION>
                                 2001
                                ------
         <S>                    <C>
         Norway                 $6,013
         United States              81
                                ------

                                $6,094
                                ======
</TABLE>

(17)     MANAGEMENT'S PLANS

The Company has returned its focus to its core business, consisting of the
design, engineering, fabrication, production and installation of commercial
projects for the oil and gas industry. This was accomplished by the sale of its
maintenance and service segment and the reduction of personnel and associated
costs, which had accumulated during the Company's acquisitions during 1998. The
Company's near-term objective is to expand its core businesses from internal
growth and achieving more regional recognition and opportunities for its niche
capabilities and products. With this refocusing and reduction in cost, the
Company incurred a loss of $475 on its Norwegian operations in 2001 and believes
it should return to profitability in 2002, although there can be no assurances
profitability can be achieved.


                                       53
<PAGE>


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, 2002

                                     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, 2002

                                     By  /s/ Kjell Jagelid
                                         --------------------------------------
                                         Chief Executive Officer and President



                                     Dated April 15, 2002


                                     By  /s/ Elmer Lunde
                                         --------------------------------------
                                         Treasurer


                                       54