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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

x
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2003

o
    
    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.

(Exact name of registrant as specified in its charter)

Delaware
    
    58-2465647(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2890 Normandy Dr. NWAtlanta, Georgia
    
    30305(Address of principal executive offices)
    
    (Zip Code)


Registrants telephone number, including area code(404) 580-8152

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [  ]

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [  ] No [  ]





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Applicable only to corporate issuers

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date. As of October 23, 2003, there
were 16,554,908 shares of common stock, par value $0.001, issued and
outstanding.

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SIMEX Technologies, Inc.

TABLE OF CONTENTS

PART IITEM 1
    
    Financial Statements
    
    
    5ITEM 2
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    13ITEM 3
    
    Controls and Procedures
    
    
    15PART IIITEM 1
    
    Legal Proceedings
    
    
    15ITEM 2
    
    Changes in Securities and Use of Proceeds
    
    
    15ITEM 3
    
    Defaults Upon Senior Securities
    
    
    15ITEM 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    15ITEM 5
    
    Other Information
    
    
    15ITEM 6
    
    Exhibits and Reports on Form 8-K
    
    
    16


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PART I

This Quarterly Report includes forward-looking statements within the meaning of
the Securities Exchange Act of 1934 (the Exchange Act). These statements are
based on managements beliefs and assumptions, and on information currently
available to management. Forward-looking statements include the information
concerning possible or assumed future results of operations of the Company set
forth under the heading Managements Discussion and Analysis of Financial
Condition or Plan of Operation. Forward-looking statements also include
statements in which words such as expect, anticipate, intend, plan,
believe, estimate, consider or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. The Companys future results and
shareholder values may differ materially from those expressed in these
forward-looking statements. Readers are cautioned not to put undue reliance on
any forward-looking statements.

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Item 1. Financial Statements:

SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(In thousands)

September 30, 2003ASSETSCurrent assets:Cash and cash equivalents
    
    $
    29Prepaid expenses
    
    
    8Notes and loans receivable (note 4)
    
    
    418Total current assets
    
    
    455Total assets
    
    $
    455LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    107Liabilities  discontinued operations
    
    
    5Total current liabilities
    
    
    112Shareholders equity:Series B Convertible Preferred stock, $.001 par
value, 1,496 shares authorized and issued with no
shares outstanding (note 5)
    
    
    Common stock, $.001 par value. Authorized 50,000 shares; 16,555
shares issued and outstanding (note 5)
    
    
    17Additional paid-in capital
    
    
    9,720Accumulated deficit
    
    
    (9,364
    )Treasury stock, 10 shares at cost
    
    
    (30
    )Total shareholders equity
    
    
    343Total liabilities and shareholders equity
    
    $
    455


See accompanying notes to condensed consolidated
financial statements.

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SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands except per share data)

Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2003
    
    2002
    
    2003
    
    2002General and administrative expenses
    
    $
    92
    
    
    $
    93
    
    
    $
    302
    
    
    $
    225Operating loss
    
    
    (92
    )
    
    
    (93
    )
    
    
    (302
    )
    
    
    (225
    )Interest (income) expense
    
    
    
    
    
    
    1
    
    
    
    (3
    )
    
    
    6Loss from continuing operations
before income taxes and
cumulative effect of accounting
change
    
    
    (92
    )
    
    
    (94
    )
    
    
    (299
    )
    
    
    (231
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss from continuing operations
before cumulative effect of
accounting change
    
    
    (92
    )
    
    
    (94
    )
    
    
    (299
    )
    
    
    (231
    )Discontinued operations (note 3):Earnings (loss) from discontinued
operations
    
    
    
    
    
    
    209
    
    
    
    
    
    
    
    (3,391
    )Income (loss) before cumulative
effect of accounting change
    
    
    (92
    )
    
    
    115
    
    
    
    (299
    )
    
    
    (3,622
    )Cumulative effect of accounting change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (628
    )Net income (loss)
    
    $
    (92
    )
    
    $
    115
    
    
    $
    (299
    )
    
    $
    (4,250
    )Income (loss) per share (note 2):Basic income (loss) per share:Loss from continuing operations
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    (0.21
    )Cumulative effect of accounting
change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.04
    )Basic income (loss) per share
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    (0.02
    )
    
    $
    (0.26
    )Diluted income (loss) per share:Loss from continuing operations
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    (0.21
    )Cumulative effect of accounting
change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.04
    )Diluted income (loss) per share
    
    $
    (0.01
    )
    
    $
    0.01
    
    
    $
    (0.02
    )
    
    $
    (0.26
    )


See accompanying notes to condensed consolidated
financial statements.

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SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

Nine months endedSeptember 30,2003
    
    2002Cash flows from operating activities:Loss from continuing operations before cumulative effect of accounting change
    
    $
    (299
    )
    
    $
    (231
    )Adjustments to reconcile loss from continuing operations to net cash used in operating
activities:Depreciation and amortization
    
    
    
    
    
    
    8Changes in operating assets and liabilities:Other current assets
    
    
    (8
    )
    
    
    Accounts payable
    
    
    73
    
    
    
    (28
    )Other current liabilities
    
    
    
    
    
    
    (130
    )Net activity from discontinued operations
    
    
    
    
    
    
    (2,127
    )Net cash used in operating activities
    
    
    (234
    )
    
    
    (2,508
    )Cash flows from investing activities:Investment in notes and loans receivable
    
    
    (618
    )
    
    
    Collections on notes and loans receivable
    
    
    200
    
    
    
    Net activity provided by discontinued operations
    
    
    
    
    
    
    1,107Net cash used in investing activities
    
    
    (418
    )
    
    
    1,107Cash flows from financing activities:Payments of notes payable  banks, net
    
    
    
    
    
    
    (200
    )Net activity provided by discontinued operations
    
    
    
    
    
    
    2,328Net cash provided by financing activities
    
    
    
    
    
    
    2,128Net change in cash and cash equivalents
    
    
    (652
    )
    
    
    727Cash and cash equivalents beginning of period
    
    
    681
    
    
    
    (1
    )Cash and cash equivalents at end of period
    
    $
    29
    
    
    $
    726Supplemental disclosure of cash flows information:Cash paid during the periods for:Interest  continuing operations
    
    $
    
    
    
    $
    6Interest  discontinued operations
    
    $
    
    
    
    $
    190Income taxes  continuing operations
    
    $
    
    
    
    $
    Income taxes  discontinued operations
    
    $
    
    
    
    $
    


See accompanying notes to condensed consolidated
financial statements.

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SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003 and 2002
(Unaudited)
(In thousands, except per share data)

Note 1: Basis of Presentation

Effective as of May 20, 2003, Simex Technologies, Inc. (Simex or the Company)
completed a reverse acquisition, subject to certain terms to be complied with
after May 20, 2003, under which it acquired all of the outstanding stock of
Probity Investigations, Inc. (Probity) and correspondingly ownership of
Probitys wholly owned subsidiaries, Kyros, LLC (Kyros) and Remote Business
Management, LLC (RBM). Under the terms of the reverse acquisition, a share
exchange transaction occurred with the shareholders of Probity, which resulted
in a change in the control of the ownership of Simex, with the shareholders of
Probity becoming the controlling group.

On September 18, 2003, Simex executed a Mutual Rescission Agreement (the
Rescission Agreement) whereby it agreed with the Probity Shareholders to
mutually rescind the May 20, 2003 reverse acquisition of Probity and return all
parties to there respective positions as they existed prior to May 20, 2003.
The basis for the Rescission Agreement was that Probity had not fulfilled all
of its requirements under the May 20, 2003, reverse acquisition agreement. As a
result of the Rescission Agreement, the financial presentation in this Form
10-QSB for the quarter ended September 30, 2003, does not include the balance
sheet positions of Probity as of September 30, 2003 or the operating results of
Probity for any period presented in this Form 10-QSB. The only evidence of the
reverse acquisition with Probity is represented by loans made by the Company to
Probity, which are presented on the Companys September 30, 2003 balance sheet
as notes receivable of approximately $418. For financial statement
presentation, the May 20, 2003, reverse acquisition agreement is treated as if
it were not executed.

Our common stock is registered with the Securities and Exchange Commission
(SEC) and was quoted on the over the counter bulletin board until September 24,
2003. The Company did not file its June 30, 2003 Form 10-QSB by the required
extended filing date of August 19, 2003. As a result, the Company became
delinquent, and had 30 days to file its Form 10-QSB for the period ended June
30, 2003 or the Company would be ineligible for quotation on the
over-the-counter bulletin board. The Company filed its Form 10-QSB on
September 23, 2003, however, the quarterly report, filed on September 23, 2003,
was not reviewed by the Companys Certified Public Accountants. Because the
Form 10-QSB filed on September 23, 2003 was not reviewed by the Companys
Certified Public Accountants, the Company failed to meet its reporting
requirements and the Company became ineligible for quotation on the
over-the-counter bulletin board on September 24, 2003. There was no
disagreement with the Companys Certified Public Accountants, which prevented
their review. Their review was not performed because the Company did not
provide them with a timely accounting of transactions involving the reverse
acquisition with Probity Investigations, Inc., which occurred on May 20, 2003
and the subsequent rescission of the reverse acquisition, which was executed on
September 18, 2003. An amended Form 10-QSB for the quarter ended June 30, 2003
was filed on October 17, 2003.

Note 2: Nature of Operations and Summary of Significant Accounting Policies

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America and in accordance with the SECs instructions applicable to Form
10-QSB interim financial information. In the opinion of management, such
consolidated financial statements include all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows as of September 30, 2003 and for all
periods presented. The results of operations presented in the accompanying
consolidated financial

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statements are not necessarily indicative of the results
expected for the full fiscal year or for any future period.

The accompanying consolidated financial statements do not include all of the
information and disclosures required by accounting principles generally
accepted in the United States of America for annual financial statements. Such
interim consolidated financial statements should be read in conjunction with
Simexs 2002 and 2001 financial statements and notes thereto included in
Simexs annual report on Form 10-KSB for the year ended December 31, 2002.
Certain reclassifications have been made to the 2002 financial information to
conform to the presentation in 2003. The results of operations for the periods
presented are not necessarily indicative of the operating results for the full
year.

Nature of Operations

Simex is a public company that in 2002 sold all of its operating subsidiaries,
thus Simex has no 2003 revenues. Simexs assets, as of September 30, 2003
consisted primary of cash and notes receivable of approximately $29 and $418,
respectively.

Use of Estimates in Financial Statements

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents and accounts payable
approximate fair value because of the short-term nature of these accounts.

Net Loss Per Share

The net loss per share computations for 2003 and 2002 reflect 16,554,908 shares
of outstanding common stock.

Basic net loss per share is computed by dividing the net loss for the period by
the weighted-average number of common shares outstanding for the period.
Diluted net loss per share is computed by dividing the net loss for the period
by the weighted average number of common and potential common shares
outstanding during the period, if the effect of the potential common shares is
dilutive.

Recently Issued Accounting Standards

Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Debt and Equity(SFAS 150),
was issued in May 2003. SFAS 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both debt and equity. SFAS 150 does not apply to features that are embedded in
a financial instrument that is not a derivative in its entirety. SFAS 150 is
effective for financial instruments entered into or modified after May 31, 2003
and otherwise is effective at the beginning of the first interim period
subsequent to June 15, 2003. The Company does not expect SFAS 150 to have a
significant impact on its consolidated financial statements.

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Statement of Financial Accounting Standards No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities(SFAS 149),was issued in
April 2003. SFAS 149 amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments imbedded
in other contracts. SFAS 149 is generally effective for contracts entered into
or modified after
June 30, 2003. The Company does not expect SFAS 149 to have a significant
impact on its consolidated financial statements.

Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure(SFAS 148) ,was issued in December
2002. SFAS 148 amends SFAS 123, Accounting for Stock-Based Compensation(SFAS
123), to provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation; it also requires prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based
compensation and effect of the method used on reported results. At this time,
the Company does not expect SFAS 148 to have a significant impact on its
consolidated financial statements.

Statement of Financial Accounting Standards No. 146, Accounting for Costs
Associated with Exit or Disposal Activities(SFAS 146) ,was issued in June
2002. SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. SFAS 146 is
effective for exit or disposal activities that are initiated after December 31,
2002. The Company does not expect SFAS 146 to have a significant impact on its
consolidated financial statements.

Statement of Financial Accounting Standards No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Correction(SFAS 145) ,was issued in April 2002. SFAS 145 provides for the
rescission of several previously issued accounting standards, new accounting
guidance for the accounting for certain lease modifications and various
technical corrections that are not substantive in nature to existing
pronouncements. The Company does not expect SFAS 145 to have a significant
impact on its consolidated financial statements.

In November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others(FIN 45).
FIN 45 elaborates on the disclosures to be made by a guarantor in its interim
and annual financial statements about its obligations under certain guarantees
that it has issued. FIN 45 also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The disclosure requirements
in FIN 45 are currently effective; the initial recognition and measurement
provisions are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002. The Company does not expect FIN 45 to have a
significant impact on its consolidated financial statements.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities(FIN 46). FIN 46 addresses consolidation by business
enterprises of variable interest entities, as defined in FIN 46; it applies
immediately to variable interest entities created, or in which an enterprise
obtains an interest, after January 31, 2003 and in the first fiscal year or
interim period beginning after June 15, 2003 for variable interest entities in
which an enterprise acquired an interest prior to February 1, 2003. The Company
does not expect FIN 46 to have a significant impact on its consolidated
financial statements.

Note 3: Factors Affecting Operations

The Company sold, in 2002, its Norwegian subsidiary and its equipment leasing
subsidiary, which represented all of the Companys operations, to provide the
necessary cash resources to satisfy its debt

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obligations, fund its working
capital needs and provide sufficient resources to pursue other business
opportunities. The operating results of the Norwegian subsidiary and the
equipment-leasing subsidiary are reported in this Form 10-QSB as discontinued
operations.

The Company is a reorganized enterprise with no operating activities and as
currently constituted is not generating revenues. The Company incurred a net
loss of $(299), in the nine month period ended
September 30, 2003. Working capital and stockholders equity as of September
30, 2003 each were $343. The future success of the Company is contingent upon,
among other things, the ability to identify a suitable acquisition or merger
candidate and enter into an agreement with the candidate which will result in
the Company acquiring operating assets which produce revenues and positive cash
flow. However, the ultimate ability of the Company to achieve these objectives
cannot be determined at this time. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

Note 4: Notes and Loans Receivable

In conjunction with the May 20, 2003, reverse acquisition agreement with
Probity (see Part I, Note 1 for additional information), the Company had
advanced Probity approximately $530 as of September 30, 2003. Included in the
$530 advances, were separate notes in the amounts of $262 and $137, which
matured as of June 25, 2003. These notes are collateralized by inventory and
carry interest at 10% per annum. Additional loans in the amount of $131, made
prior to September 30, 2003 are unsecured and not subject to interest. On
September 11, 2003, the Company received a payment of $200 on these notes and
loans receivable, of which $88 is being held by a related party as agent for
the Company, thereby reducing the amount outstanding at September 30, 2003 to
approximately $330. Under the terms of the September 18, 2003, Rescission
Agreement, these receivables remain in full force and effect.

The Company exchanged its notes and loans receivable, which totaled $560 as of
the date of the exchange, for Kyros inventory, which consisted of video
monitoring equipment purchased by Kyros from Wooju Communications Co., Ltd.
(Wooju), a South Korean Manufacturing company and shareholder of Probity. At
the request of Wooju, the equipment was immediately sold, on behalf of Simex,
to Kjell Jagelid and Montain Sebring Generale Holding, S.A., a Luxembourg
holding company related to the Companys CEO, Kjell Jagelid, for $560, for
further sale, in the amount of $560, by Kjell Jagelid and Montain Sebring
Generale Holding, S.A. to Wooju. The Company received, from Kjell Jagelid and
Montain Sebring Generale Holding, S.A., a partial payment on the sale of $112
on September 11, 2003. An additional amount of $88 was paid by Wooju to Kjell
Jagelid and Montain Sebring Generale Holding, S.A. and is being held by Kjell
Jagelid and Montain Sebring Generale Holding, S.A. as agent for the Company.
The balance of the sale is to be paid, under the terms of the purchase order
with Kjell Jagelid and Montain Sebring Generale Holding, S.A., in guaranteed
funds on or before the date of shipment to Wooju or by October 25, 2003,
whichever date occurs first. In the event that payment is not received prior
to shipment of the equipment, the Company retains the $200 and ownership of the
equipment until payment is made.

Note 5: Equity

Preferred Stock

Simex authorized the issuance of 928 shares of $.001 par value Series A
Convertible Preferred Stock. The Series A has no voting rights, but can pay
a 2.5% annual dividend, when and if declared by the Companys Board of
Directors. All of the authorized shares of Series A Convertible Preferred
Stock were issued in conjunction with the May 20, 2003 Probity reverse
acquisition agreement , and were subsequently converted into 9,280 shares of
common stock on or about August 4, 2003. The common shares were returned to
the Company under the terms of the September 18, 2003 Rescission Agreement.

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As a result of the conversion of all of the Series A Convertible Preferred
Stock, there are no longer any shares of Series A Convertible Preferred
Stock authorized for issuance.

Simex is authorized to issue 1,496,042 shares of $.001 par value Series B
Convertible Preferred Stock. The Series B holders vote with common
stockholders as if the Series B shares were converted to common at 10 shares
of common for each share of preferred, but the Series B does not pay
dividends. All of the authorized shares of Series B Convertible Preferred
Stock were issued in conjunction with the
May 20, 2003 Probity reverse acquisition agreement then subsequently
returned to the Company under the terms of the September 18, 2003 Rescission
Agreement.

Common Stock

Simex is authorized to issue 50,000,000 shares of $0.001 par value common
stock, of which 16,554,908 shares were issued and outstanding as of September
30, 2003.

On September 18, 2003, the Company and Probity entered into an Exchange
Agreement, dated September 15, 2003, whereby the Company, if the exchange
occurs, will receive one hundred percent (100%) of the membership interests of
Remote Business Management, LLC, a wholly owned subsidiary of Probity in
exchange for 16,000,000 shares of common stock of the Company. The closing of
the Exchange Agreement with Probity is subject to certain conditions contained
therein. The Exchange Agreement provides that it may be terminated by SIMEX if
the closing has not occurred by September 30, 2003, and therefore, the Exchange
Agreement is currently terminable by SIMEX. As of the date of filing of this
report, SIMEX has not terminated the Exchange Agreement. It is expected that,
if the closing of the Exchange Agreement occurs, the Company will add one
person to its Board of Directors. If this exchange occurs, the total
outstanding common shares of the Company will be 32,554,908. There can be no
assurance that the Exchange Agreement will occur as presented in this report.

Common Stock Options

On May 20, 2003, the Company granted common stock options to certain of its
officers, directors and consultants. There were a total of 6,499,287 options
granted to four (4) individuals. Each option granted entitles the holder to
purchase one share of the Companys common stock for $.05 per share. No
compensation has been recorded for the options because the Board of Directors
determined that the fair market value of the options was $0.05 per share. All
options expire on May 20, 2013. Options granted to two (2) of the individuals,
which represented a total of 3,085,621 shares, vested on the date of grant.
Options granted to the other two individuals, which represented a total of
3,413,666 shares, vest on May 20, 2004.

In July 2003, the vesting date for the 3,413,666 options which were to vest on
May 20, 2004, was changed so that the options vested immediately.
Additionally, one of these individuals was granted options, which vested on the
date of grant, to purchase an additional 1,706,833 shares of the Companys
common stock. This change increased the total number of options outstanding
from 6,499,287 to 8,206,120.

On September 18, 2003, three of the option holders agreed to forfeit a total of
4,094,286 options and one option holder was granted options to purchase an
additional 215,952 shares. These changes decreased the total number of options
outstanding from 8,206,120 to 4,327,786. Notwithstanding the 16,000,000 shares
which would be issued if the Exchange Agreement to purchase Remote Business
Management, LLC occurs, if all common stock options currently outstanding were
exercised, the total outstanding common shares of the Company would be
20,882,694.

Note 6: Income Taxes

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The Company has recorded no benefit for income taxes in the accompanying
consolidated financial statements. A valuation allowance has been recorded to
offset the recognition of any deferred tax assets due to the uncertainty of
future realization.

ITEM 2 Managements Discussion and Analysis or Plan of Operation

The following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors.
The following discussion should be read together with our financial statements
and the notes to those financial statements included elsewhere in the Companys
annual report on Form 10-KSB for the year ended December 31, 2002.

Except for historical information, the materials contained in this Managements
Discussion and Analysis are forward-looking (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934) and involve a number of risks and uncertainties. These include the
Companys historical losses, the need to manage its growth, general economic
downturns, and other risks detailed from time to time in the Companys filings
with the Securities and Exchange Commission. Although forward-looking
statements in this Quarterly Report reflect the good faith judgment of
management, such statements can only be based on facts and factors currently
known by the Company. Consequently, forward-looking statements are inherently
subject to risks and uncertainties, actual results and outcomes may differ
materially from the results and outcomes discussed in the forward-looking
statements. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Quarterly Report, as an attempt to
advise interested parties of the risks and factors that may affect the
Companys business, financial condition, and results of operations and
prospects.

The following analysis compares the results of operations for the
three-month and nine-month periods ended September 30, 2003 to the comparable
periods ended September 30, 2002.

Results of Operations (In thousands)

General and administrative expenses during the three months ended September 30,
2003 were $92 compared to $93 during the three months ended September 30, 2002.
General and administrative expenses for the three months ended September 30,
2003, consisted primarily of professional fees related to the Companys efforts
to locate a suitable acquisition candidate and complete an acquisition or
merger. General and administrative expenses for the three months ended
September 30, 2002, consisted primarily of legal, accounting and reproduction
expenses related to the Companys public filings with the Securities and
Exchange Commission.

General and administrative expenses during the nine months ended September 30,
2003 were $302 compared to $225 during the nine months ended September 30,
2002. The increase of $77 in general and administrative expenses was primarily
due to; a $ 42 increase in legal and accounting expenses relating to the
Probity reverse acquisition and costs incurred in evaluating other acquisition
candidates which exceeded the legal and accounting expenses for the nine months
ended September 30, 2002 incurred as a result of the sale of the Companys
Norwegian subsidiary in May of 2002, directors fees of $31 incurred during
2003 which were not incurred in 2002 and an increase of $47 in professional
fees incurred as a result of the Companys efforts to identify suitable
acquisition candidates. These increases in expenses were partially offset by
decreases in travel expenses, rents and depreciation, which totaled
approximately $43.

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During the three months ended September 30, 2002, the Company recognized $209
in earnings from discontinued operations. There were no operating results from
discontinued operations during the three months ended September 30, 2003.

During the nine months ended September 30, 2002, the Company recognized
$(3,391) in losses from discontinued operations. There were no operating
results from discontinued operations during the nine months ended September 30,
2003.

During the three months ended September 30, 2003 the Company incurred a net
loss of $(92) or $(0.01) per diluted weighted average share. During the three
months ended September 30, 2002, the Company had net income of $115 or $0.01
per diluted weighted-average share. The $207 decrease in net income for the
three months ended September 30, 2003, was primarily due to net income of $209
from discontinued operations in the quarter ended September 30, 2002, compared
to no net income from discontinued operations during the quarter ended
September 30, 2003.

During the nine months ended September 30, 2003 the Company incurred a net loss
of $(299) or $(0.02) per diluted weighted average share. During the nine
months ended September 30, 2002, the Company had a net loss of $(4,250) or
$(0.26) per diluted weighted-average share. The $3,981 decrease in net loss for
the nine months ended September 30, 2003, was primarily due to losses of $3,391
from discontinued operations and a $628 cumulative effect of accounting change
recorded in the nine months ended September 30, 2002.

Liquidity and Capital Resources

During the nine months ended September 30, 2003, the Company experienced
negative operating cash flows of $(234). Negative operating cash flows in the
nine months ended September 30, 2003 were created by a net loss from continuing
operations of $(299) partially offset by an increase in accounts payable of
$73. During the nine months ended September 30, 2002, the Company experienced
negative operating cash flows of $(2,508). Negative operating cash flows in the
nine months ended September 30, 2002 were primarily created by a net loss from
continuing operations before cumulative effect of accounting change of $(231).
The net effect of operating cash flows from discontinued operations resulted in
additional cash used of $(2,127) during the nine months ended September 30,
2002.

Net cash used in investing activities of $(418) during the nine months ended
September 30, 2003 resulted from $530 in loans made by the Company to Probity
related to the May 20, 2003 reverse acquisition agreement less collections of
$200 on these loans. Net cash provided by investing activities of $1,107 during
the nine months ended September 30, 2002 resulted from discontinued operations,
primarily from the sale of the Companys Norwegian subsidiary.

There was no cash flow activity from financing activities during the nine
months ended September 30, 2003. Net cash provided by financing activities of
$2,128 during nine months ended September 30, 2002 was due to the financing
activities associated with discontinued operations less the repayment by the
Company of a $200 bank note.

As a publicly traded company subject to ongoing reporting requirements with the
Securities and Exchange Commission (SEC), the Company will continue to incur
significant expenses to maintain current reporting status with the SEC. These
expenses are likely to increase in coming periods based on more stringent
reporting requirements and public oversight initiatives that have been or are
being adopted by the SEC in response to corporate governance concerns and
recent corporate scandals and abuses. Audit and professional fees will increase
as a result of these changes and the increases will impact the profitability of
the company in future periods.

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The Company believes that its available cash resources and amounts to be
received from collections on its notes receivable, should be sufficient to meet
its anticipated working capital and capital expenditure requirements for the
next 12 months.

Critical Accounting Policies

The discussion and analysis of the Companys financial condition and results of
operations are based upon its consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and
expenses. In consultation with its Board of Directors, the Company has
identified no accounting policies that it believes are key to an understanding
of its financial statements.

ITEM 3 Controls and Procedures

The Companys Chief Executive Officer and Chief Financial Officer (or
those persons performing similar functions), after evaluating the effectiveness
of the Companys disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended)
as of a date within 90 days of the filing of this quarterly report (the
Evaluation Date), have concluded that, as of the Evaluation Date, the
Companys disclosure controls and procedures were effective to ensure the
timely collection, evaluation and disclosure of information relating to the
Company that would potentially be subject to disclosure under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. There were no significant changes in the Companys internal
controls or in other factors that could significantly affect the internal
controls subsequent to the Evaluation Date.

On September 30, 2003, the Company changed accounting firms by advising its
former accounting firm, KPMG, LLP that it was engaging a new accounting firm.
The Company engaged a new accounting firm, Braverman & Company, P.C. on
September 30, 2003. The Company reported its change in accountants on a Form
8-K, filed with the SEC on October 7, 2003.

PART II. OTHER INFORMATION

ITEM 1 Legal Proceedings

In the ordinary course of business, the Company is from time to time involved
in various pending or threatened legal actions. The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or
results of operations. However, in the opinion of our management, matters
currently pending or threatened against us are not expected to have a material
adverse effect on our financial position or results of operations.

ITEM 2 Changes in Securities and Use of Proceeds

There have been no events that are required to be reported under this Item.

ITEM 3 Defaults Upon Senior Securities

There have been no events that are required to be reported under this Item.

ITEM 4 Submission of Matters to a Vote of Security Holders

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No matters were submitted to a vote of the security holders during the quarter.

ITEM 5 Other Information

On October 17, 2003, the Company filed an amended Form 10-QSB for the quarter
ended June 30, 2003.

On November 5, 2003, the Company
received a payment of approximately $360 from Wooju
to be applied against notes and loans receivable of approximately $418 as
recorded in the Companys condensed consolidated balance sheet as of September
30, 2003. The payment is being held by the Companys agent, Kjell Jagelid and
Montain Sebring Generale Holding, S.A., pending transfer to the Companys U.S.
bank account. (see Note 4)

ITEM 6 Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------



|2.1 (1) |  | Acquisition Agreement dated May 20, 2003 with Probity, Inc.
|------- |  | -----------------------------------------------------------



|2.2 (2) |  | Mutual Rescission Agreement
|------- |  | ---------------------------



|2.3 |  | Exchange Agreement dated September 15, 2003
by and between Probity Investigations, Inc. and the Company.
|--- |  | --------------------------------------------------------------------------------------------------------



|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|---- |  | -----------------------------------------------------------------



|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|---- |  | -----------------------------------------------------------------



|32.1 |  | Chief Executive Officer Certification Pursuant to 18 USC,
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



|32.2 |  | Chief Financial Officer Certification Pursuant to 18 USC,
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| | (1) |  | Incorporated by reference from our Current Report on Form 8-K dated May 20, 2003
and filed with the Commission on June 4, 2003.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | Incorporated by reference from our Current Report on Form 8-K dated September
19, 2003 and filed with the Commission on September 23, 2003.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

On September 23, 2003, we filed a Current Report on Form 8-K describing
the September 18, 2003 agreement by which we rescinded the May 20, 2003 reverse
acquisition of Probity.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: November 14, 2003
    
    Simex Technologies, Inc./s/
    
    Kjell JagelidBy:
    
    Kjell JagelidChief Executive
Officer,President and
Acting Chief Financial Officer


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