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

FORM 10-QSB



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|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the quarterly period ended March 31, 2002                                    
| 
|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  

Commission file number 0-26599

SIMEX Technologies, Inc.
(Exact name of small business issuer as specified in its charter)

|                         |  |                                       
|------------------------ |  | --------------------------------------
|Delaware                 |  | 58-2465647                            
|(State of Incorporation) |  | (I. R. S. Employer
Identification No.)

602 Abbey Court
Alpharetta, Georgia 30004
(Address of principal executive offices)

Issuers telephone number, including area code: (678) 802-2041

The number of shares outstanding of the issuers common stock, par value
$0.001, at May 17, 2002, was 16,564,908 shares.





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TABLE OF CONTENTS



|                                                                  |                                                      |  |  |  |  |  |  | 
|----------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  |  | 
|PART I. Financial Information                                    
|Item 1. Financial Statements:                                    
|                                                                  | CONDENSED CONSOLIDATED BALANCE SHEET                
|                                                                  | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                                                  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                                  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|Item 2. Managements Discussion and Analysis or Plan of Operation
|PART II. OTHER INFORMATION                                       
|Item 5. Other information.                                       
|Item 6. Exhibits and Reports on Form 8-K.                        
|Signatures                                                       



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PART I.   Financial Information
Item 1.   Financial Statements:




SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except per share data)

|                                      |                                                                                               |                           |                                             |  |  |  |       |        |                |        |  
|------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------- | ------------------------------------------- |  |  |  | ----- | ------ | -------------- | ------ | -
|                                      |                                                                                               |                           |                                             |  |  |  |       |        | March 31, 2002
|                                      |                                                                                               |                           |                                             |  |  |  |       |        |               
|                                      |                                                                                               |                           |                                             |  |  |  |       |        | (Unaudited)   
|ASSETS                                |                                                                                               |                           |                                             |  |  |  |       |       
|Current assets:                       |                                                                                               |                           |                                             |  |  |  |       |       
|                                      | Cash and cash equivalents                                                                     |                           |                                             |  |  |  | $     | 7      |               
|                                      | Trade accounts receivable, less allowance for
doubtful accounts of $22                        |                           |                                             |  |  |  |       | 5,639  |               
|                                      | Inventories                                                                                   |                           |                                             |  |  |  |       | 948    |               
|                                      | Costs in excess of billings and estimated earnings on
uncompleted contracts                   |                           |                                             |  |  |  |       | 3,337  |               
|                                      | Prepaid expenses and other current assets                                                     |                           |                                             |  |  |  |       | 361    |               
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|                                      |                                                                                               | Total current assets      |                                             |  |  |  |       |        | 10,292         |       
|Machinery and equipment, net          |                                                                                               |                           |                                             |  |  |  | 3,133 |       
|Goodwill                              |                                                                                               |                           |                                             |  |  |  | 1,684 |       
|Other assets                          |                                                                                               |                           |                                             |  |  |  | 98    |       
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|                                      |                                                                                               | Total assets              |                                             |  |  |  |       | $      | 15,207         |       
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|LIABILITIES AND SHAREHOLDERS DEFICIT |                                                                                               |                           |                                             |  |  |  |       |       
|Current liabilities:                  |                                                                                               |                           |                                             |  |  |  |       |       
|                                      | Notes payable  banks                                                                         |                           |                                             |  |  |  | $     | 4,700  |               
|                                      | Notes payable to officers and employees                                                       |                           |                                             |  |  |  |       | 130    |               
|                                      | Current portion of long-term debt                                                             |                           |                                             |  |  |  |       | 304    |               
|                                      | Accounts payable                                                                              |                           |                                             |  |  |  |       | 2,973  |               
|                                      | Accrued salaries and wages                                                                    |                           |                                             |  |  |  |       | 1,206  |               
|                                      | Accrued taxes other than income                                                               |                           |                                             |  |  |  |       | 1,675  |               
|                                      | Other current liabilities                                                                     |                           |                                             |  |  |  |       | 225    |               
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|                                      |                                                                                               | Total current liabilities |                                             |  |  |  |       |        | 11,213         |       
|Long-term debt, less current portion  |                                                                                               |                           |                                             |  |  |  | 4,292 |       
|Other liabilities                     |                                                                                               |                           |                                             |  |  |  | 878   |       
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|                                      |                                                                                               | Total liabilities         |                                             |  |  |  |       |        | 16,383         |       
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|Shareholders deficit:                |                                                                                               |                           |                                             |  |  |  |       |       
|                                      | Common stock, $.001 par value. Authorized 50,000
shares; 16,565 shares issued and outstanding |                           |                                             |  |  |  |       | 17     |               
|                                      | Additional paid-in capital                                                                    |                           |                                             |  |  |  |       | 9,720  |               
|                                      | Accumulated deficit                                                                           |                           |                                             |  |  |  |       | (9,714 | )             
|                                      | Treasury stock, 10 shares at cost                                                             |                           |                                             |  |  |  |       | (30    | )             
|                                      | Accumulated other comprehensive loss  foreign
currency translation adjustment                |                           |                                             |  |  |  |       | (1,089 | )             
|                                      | Deferred compensation                                                                         |                           |                                             |  |  |  |       | (80    | )             
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|                                      |                                                                                               |                           | Total shareholders deficit                 |  |  |  |       |        |                | (1,176 | )
|                                      |                                                                                               |                           |                                             |  |  |  |       |       
|                                      |                                                                                               |                           | Total liabilities and shareholders deficit |  |  |  |       |        | $              | 15,207 |  
|                                      |                                                                                               |                           |                                             |  |  |  |       |       

The accompanying notes are an integral part of the 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 March 31,
|                                                         |                  |                    |                     |        |                             
|                                                         |                  |                    |                     |        | 2002                         |        | 2001 
|                                                         |                  |                    |                     |        |                              |        |      
|Revenues                                                 |                  | $                  | 6,079               |        |                              | $      | 5,745 |      
|Cost of revenues                                         |                  |                    | 4,744               |        |                              |        | 4,199 |      
|                                                         |                  |                    |                     |        |                              |        |       |      
|                                                         | Gross profit     |                    |                     | 1,335  |                              |        |       | 1,546 |    
|Selling, general and administrative expenses             |                  |                    | 1,607               |        |                              |        | 1,652 |      
|Impairment
of goodwill (note 6)                          |                  |                    | 4,492               |        |                              |        |      |      
|                                                         |                  |                    |                     |        |                              |        |       |      
|                                                         | Operating loss   |                    |                     | (4,764 | )                            |        |       | (106  | )  
|                                                         |                  |                    |                     |        |                              |        |       |      
|Other (income) expense:                                  |                  |                    |                     |        |                              |        |       |      
|                                                         | Interest income  |                    |                     | (86    | )                            |        |       | (69   | )  
|                                                         | Interest expense |                    |                     | 143    |                              |        |       | 132   |    
|                                                         |                  |                    |                     |        |                              |        |       |      
|                                                         |                  |                    | Total other expense |        |                              | 57     |       |       |     | 63   |  
|                                                         |                  |                    |                     |        |                              |        |       |      
|Loss from operations before income taxes                 |                  |                    | (4,821              | )      |                              |        | (169  | )    
|                                                         |                  | Income tax benefit |                     |        |                             |        |       |       | (24 | )   
|                                                         |                  |                    |                     |        |                              |        |       |      
|                                                         |                  |                    | Net loss            |        | $                            | (4,821 | )     |       | $   | (145 | )
|                                                         |                  |                    |                     |        |                              |        |       |      
|Loss per share
(note 2)-basic and diluted loss per share |                  | $                  | (0.29               | )      |                              | $      | (0.01 | )    
|                                                         |                  |                    |                     |        |                              |        |       |      

The accompanying notes are an integral part of the consolidated financial statements.

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

|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |      |       |       |      |  
|------------------------------------------------------------ | ---------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------------------------------- | ------ | ---------------------------- | ------ | ---- | ----- | ----- | ---- | -
|                                                             |                                          |                                                                             |                                                     |                                                                             |        | Three months ended March 31,
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                             
|                                                             |                                          |                                                                             |                                                     |                                                                             |        | 2002                         |        | 2001
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|Cash flows from operating activities:                        |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          | Net loss                                                                    |                                                     | $                                                                           | (4,821 | )                            |        | $    | (145  | )    
|                                                             |                                          | Adjustments to reconcile net loss
to net cash used in operating activities: |                                                     |                                                                             |        |                              |        |      |       |      
|                                                             |                                          |                                                                             | Depreciation and amortization                       |                                                                             |        | 183                          |        |      |       | 189   |     
|                                                             |                                          |                                                                             | Deferred compensation                               |                                                                             |        | 80                           |        |      |       |      |     
|                                                             |                                          |                                                                             | Deferred income taxes                               |                                                                             |        |                             |        |      |       | (10   | )   
|                                                             |                                          |                                                                             | Gain on sale of machinery and equipment             |                                                                             |        |                             |        |      |       | (2    | )   
|                                                             |                                          |                                                                             | Impairment of long-lived assets                     |                                                                             |        | 4,492                        |        |      |       |      |     
|                                                             |                                          |                                                                             | Changes in operating assets and liabilities:        |                                                                             |        |                              |        |      |       |       |     
|                                                             |                                          |                                                                             |                                                     | Accounts receivable                                                         |        |                              | (1,938 | )    |       |       | (377 | )
|                                                             |                                          |                                                                             |                                                     | Inventories                                                                 |        |                              | 156    |      |       |       | (106 | )
|                                                             |                                          |                                                                             |                                                     | Costs
in excess of billings and estimated earnings on uncompleted
contracts |        |                              | (172   | )    |       |       | (441 | )
|                                                             |                                          |                                                                             |                                                     | Prepaid expenses and other current assets                                   |        |                              | 20     |      |       |       | 263  |  
|                                                             |                                          |                                                                             |                                                     | Other assets                                                                |        |                              | 6      |      |       |       | 2    |  
|                                                             |                                          |                                                                             |                                                     | Accounts payable                                                            |        |                              | (42    | )    |       |       | 328  |  
|                                                             |                                          |                                                                             |                                                     | Accrued salaries and wages                                                  |        |                              | 146    |      |       |       | 32   |  
|                                                             |                                          |                                                                             |                                                     | Accrued taxes other than income                                             |        |                              | 166    |      |       |       | (327 | )
|                                                             |                                          |                                                                             |                                                     | Other current liabilities                                                   |        |                              | (14    | )    |       |       | (204 | )
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          |                                                                             |                                                     | Net cash used in operating activities                                       |        |                              | (1,738 | )    |       |       | (798 | )
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|Cash flows from investing activities:                        |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          | Acquisitions of machinery and equipment                                     |                                                     |                                                                             | (82    | )                            |        |      | (301  | )    
|                                                             |                                          | Proceeds from the sale of machinery and equipment                           |                                                     |                                                                             |       |                              |        |      | 9     |      
|                                                             |                                          | Proceeds and gain from lease                                                |                                                     |                                                                             |       |                              |        |      | 1,973 |      
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          |                                                                             | Net cash provided by (used in)
investing activities |                                                                             |        | (82                          | )      |      |       | 1,681 |     
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|Cash flows from financing activities:                        |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             | Proceeds from notes payable -
banks, net |                                                                             |                                                     | 1,620                                                                       |        |                              |        | 84   |      
|                                                             | Proceeds from long-term debt             |                                                                             |                                                     | 243                                                                         |        |                              |        |     |      
|                                                             | Payments on long-term debt               |                                                                             |                                                     | (2                                                                          | )      |                              |        | (918 | )    
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          |                                                                             | Net
cash provided by (used in) financing activities |                                                                             |        | 1,861                        |        |      |       | (834  | )   
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|Effect of exchange rate changes in cash
and cash equivalents |                                          |                                                                             | (37                                                 | )                                                                           |        |                              | (49    | )   
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          |                                                                             | Net change in cash and cash equivalents             |                                                                             |        | 4                            |        |      |       |      |     
|Cash and cash equivalents beginning of period                |                                          |                                                                             | 3                                                   |                                                                             |        |                              | 10     |     
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|Cash and cash equivalents at end of period                   |                                          | $                                                                           | 7                                                   |                                                                             |        | $                            | 10     |     
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|Supplemental disclosure of cash flows information:           |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          | Cash paid during the periods for:                                           |                                                     |                                                                             |        |                              |        |      |       |      
|                                                             |                                          |                                                                             | Interest                                            |                                                                             | $      | 141                          |        |      | $     | 129   |     
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     
|                                                             |                                          |                                                                             | Income taxes                                        |                                                                             | $      |                             |        |      | $     |      |     
|                                                             |                                          |                                                                             |                                                     |                                                                             |        |                              |        |     

The accompanying notes are an integral part of the consolidated financial statements.

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SIMEX TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002 and 2001
(Unaudited)
(In thousands, except per share data)

1.   CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. These statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the SIMEX Technologies,
Inc.s Form 10-KSB for the year ended December 31, 2001.

Certain reclassifications have been made to the 2001 financial information to
conform to the presentation in 2002.

The results of operations for the periods presented are not necessarily
indicative of the operating results for the full year.

2.   LOSS PER SHARE

SIMEX Technologies, Inc. and subsidiaries (the Company) applies the
provisions of Statement of Financial Accounting Standards (SFAS) No. 128,
Earnings per Share. Basic earnings per common share is based on the weighted
average number of common shares outstanding during the period. Diluted earnings
per share include the dilutive effect of potentially dilutive securities. For
the three months ended March 31, 2002 and 2001, the effects on diluted loss per
share from stock options and other potentially dilutive contingently issuable
shares (see note 5) have not been included since such effects would have been
anti-dilutive.

|                                                                                       |  |                    |        |      |  |   |        |  
|-------------------------------------------------------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                                                                       |  | Three Months Ended
|                                                                                       |  | March 31,         
|                                                                                       |  |                   
|                                                                                       |  | 2002               |        | 2001
|                                                                                       |  |                    |        |     
|Loss from operations and
numerator for basic and diluted
loss per share                |  | $                  | (4,821 | )    |  | $ | (145   | )
|                                                                                       |  |                    |        |      |  |   |        |  
|Denominator for basic and diluted
loss per share  weighted average shares
outstanding |  |                    | 16,565 |      |  |   | 12,994 |  
|                                                                                       |  |                    |        |      |  |   |        |  

3.   SEGMENT INFORMATION

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

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evaluated regularly by the chief operating
decision makers in deciding how to allocate resources and in assessing the
performance.

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

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.

The Company evaluates the performance of its operating segments based upon
revenues and gross profit. Inter-segment revenues can be significant and are
represented in the Other and Eliminations column. Summary information by
segment for the three months ended March 31, 2002 and 2001 follows (in
thousands):

|             |  |              |       |            |  |              |       |       |  |           |     |   |  |   |       | 
|------------ |  | ------------ | ----- | ---------- |  | ------------ | ----- | ----- |  | --------- | --- | - |  | - | ----- | 
|             |  |              |       |            |  |              |       |       |  | OTHER AND |     |   |  |  
|             |  | CONSTRUCTION |       | PRODUCTION |  | ELIMINATIONS |       | TOTAL
|             |  |              |       |            |  |              |       |      
|2002         |  |              |       |            |  |              |       |       |  |           |     |   |  |   |       | 
|Revenues     |  | $            | 4,708 |            |  |              | 1,239 |       |  |           | 132 |   |  | $ | 6,079 | 
|Gross profit |  |              | 801   |            |  |              | 402   |       |  |           | 132 |   |  |   | 1,335 | 
|2001        
|Revenues     |  | $            | 4,891 |            |  |              | 821   |       |  |           | 33  |   |  | $ | 5,745 | 
|Gross profit |  |              | 1,271 |            |  |              | 291   |       |  |           | (16 | ) |  |   | 1,546 | 

4.   COMPREHENSIVE LOSS

The Company had other comprehensive loss for the three months ended March 31,
2002 and 2001 of $(4,659) and $(151), respectively. Adjustments to net loss to
determine other comprehensive loss are due to foreign currency translation.

5.   CONTINGENT LIABILITIES

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 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 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.

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6.   IMPAIRMENT OF
GOODWILL AND MANAGEMENTS PLANS

The Company has decided to sell its Norwegian subsidiary, which represents
substantially all of the Companys operations, to provide the necessary cash
resources to satisfy its debt obligations, fund its working capital needs and
provide sufficient resources to pursue other business opportunities. See Part
II, Item 5 of this report for additional information on the proposed sale of
the Companys Norwegian subsidiary. Based upon the proposed selling price of
the Norwegian subsidiary and the carrying value of assets associated with the
Norwegian subsidiary, the Company has recorded a $4,492 asset impairment charge
during the quarter ended March 31, 2002. The charge specifically reduces the
carrying value of goodwill previously recorded by the Company as a result of
acquisitions made by the Norwegian subsidiary.

7.   POTENTIAL GOODWILL
IMPAIRMENT

The Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible Assets, effective with its fiscal year beginning
January 1, 2002. SFAS No. 142 requires that an intangible asset
with a finite life be amortized over its useful life and that
intangibles with an infinite life and goodwill not be amortized but
evaluated for impairment. SFAS No. 142 also provides for
mandatory transitional impairment testing for the Company's recorded
goodwill balances as they existed on January 1, 2002, using a
prescribed and complex testing methodology. To accomplish this
transitional impairment analysis the Company must identify its SFAS
No. 142 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 implied fair value of the
reporting units goodwill, determined by allocating the reporting
unit's fair value to all its assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation in
accordance with SFAS No. 141, Business Combinations,to
its carrying amount, both of which would be measured as 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 net
earnings. As of January 1, 2002, the Company had a consolidated
goodwill asset of $6,050 consisting $5,422 relating to its
Norwegian subsidiary and $628 relating to the 2001 acquisition of
Vendor Leasing in the United States.

The Company has initiated transitional impairment
testing and currently expects to complete all required transitional
testing (including both step one and, where required, step two) in
the second quarter of 2002. The Company's Condensed Consolidated
Statement of Operations (unaudited) for the quarter ended March 31,
2002 includes a provision of $4,492 for the impairment of goodwill
relating to the Company's Norwegian subsidiary.

The following table sets forth the computations of
basic and diluted earnings per share for the three months ended March
31, 2002 and 2001 as if there had been no goodwill amortization for
the three months ended March 31, 2001 (in thousands):

|                                                        |  |                    |        |      |  |   |       |  
|------------------------------------------------------- |  | ------------------ | ------ | ---- |  | - | ----- | -
|                                                        |  |                   
|                                                        |  | Three Months Ended
|                                                        |  | March 31,         
|                                                        |  |                   
|                                                        |  | 2002               |        | 2001
|                                                        |  |                    |        |     
|Reported net loss                                       |  | $                  | (4,821 | )    |  | $ | (145  | )
|                                                       
|                                                       
|                                                       
|                                                       
|Add back: goodwill amortization, net of tax
    benefit |  |                    |       |      |  |   | 35    |  
|                                                        |  |                    |        |      |  |   |       |  
|Adjusted net loss                                       |  | $                  | (4,821 | )    |  | $ | (110  | )
|                                                        |  |                    |        |      |  |   |       |  
|Basic and diluted loss per share:                       |  |                    |        |      |  |   |       |  
|                                                       
|                                                       
|                                                       
|                                                       
|Reported net loss                                       |  | $                  | (0.29  | )    |  | $ | (0.01 | )
|                                                       
|                                                       
|                                                       
|                                                       
|Add back: Goodwill amortization                         |  |                    |       |      |  |   | 0.00  |  
|                                                        |  |                    |        |      |  |   |       |  
|Adjusted loss per share                                 |  | $                  | (0.29  | )    |  | $ | (0.01 | )
|                                                        |  |                    |        |      |  |   |       |  

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Item 2.   Managements Discussion and Analysis or Plan of Operation

(B)   Managements Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated
financial statements of the Company (including the notes thereto) included in
the Companys Form 10-KSB for the year ended December 31, 2001.

General

SIMEX Technologies, Inc. and subsidiaries (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 the offshore oil and gas industry
and onshore in commercial, industrial and government projects. In addition,
the Company is engaged in concrete and post-tensioning construction for
offshore oil and gas drilling platforms. 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 Company derives its revenues primarily from
customers in Norway.

Results of Operations

The following analysis compares the results of operations for the three-month
period ended March 31, 2002 to the comparable period ended March 31, 2001.

Revenues during the three months ended March 31, 2002 were $6,079, compared to
$5,745 during the three months ended March 31, 2001. The increase in revenues
in the amount of $334, was primarily due to a $418 increase in revenues in the
Production segment offset by a revenue decline of $(183), or approximately 4%, for
the Construction segment as a result of competitive pricing pressures in the
construction industry.

In the three months ended March 31, 2002, cost of revenues was $4,744, which
represented 78% of revenues. During the three months ended March 31, 2001,
cost of revenues was $4,199, which represented 73% of revenues. The increase
in the cost of revenues percentage was due to competitive pricing pressures,
primarily in the Construction segment, resulting in increased cost of revenues
% during the quarter ended March 31, 2002.

Selling, general and administrative expenses during the three months ended
March 31, 2002 were $1,607, which represented 26% of revenues. During the
three months ended March 31, 2001, selling, general and administrative expenses
were $1,652, which represented 29% of revenues.

During the quarter ended March 31, 2002, the Company recorded a $4,492 asset
impairment charge specifically reducing the carrying value of goodwill
previously recorded by the Company as a result of acquisitions made by its
Norwegian subsidiary. This asset impairment charge was based upon the proposed
selling price of the Norwegian subsidiary and the carrying value of assets
associated with the Norwegian subsidiary. See Part II, Item 5 of this report
for additional information on the proposed sale of the Companys Norwegian
subsidiary.

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During the three months ended March 31, 2002, the Company had a net loss of
$(4,821) or $(0.29) per share. During the three months ended March 31, 2001,
the Company reported net loss of $(145) or $(0.01) per share. The loss for the
three months ended March 31, 2002, was primarily due to the
$4,492 goodwill impairment charge and increased cost of revenues in the Companys Construction
segment which resulted in a reduction of $470 in gross profit contribution from
this segment when compared to the same period in 2001. The loss for the three
months ended March 31, 2001, was primarily due to revenues being below
break-even capacity.

Liquidity and Capital Resources

Negative operating cash flows of $(1,738) for the three months ended March 31,
2002 resulted primarily from an operating loss of $(4,821), an increase of
$(1,938) in accounts receivable, and an increase of $(172) in costs in excess
of earnings on uncompleted contracts. These negative effects were partially
offset by a non-cash charge of $4,492 due to goodwill impairment charges,
depreciation and amortization of $183, an increase of $166 in accrued taxes
other than income and a decrease in inventories of $156. Negative operating
cash flows of $(798) for the three months ended March 31, 2001 resulted
primarily from an increase of $(441) in costs in excess of earnings on
uncompleted contracts, an increase in accounts receivable of $(377) and a
decrease in accrued taxes other than income of $(327). These negative effects
were partially offset by an increase in accounts payable of $328, a decrease of
$263 in prepaid expenses and depreciation and amortization of $189.

Net cash used in investing activities of $(82) during the three months ended
March 31, 2002, was the result of the acquisition of machinery and equipment.
Net cash provided by investing activities of $1,681 during the three months
ended March 31, 2001 consisted primarily of $1,973 collected as a result of the
renegotiation of the real property lease on the building housing the Companys
operations located in Stavanger, Norway. This amount was partially offset by
$(301) used for the acquisition of machinery and equipment.

Net cash provided by financing activities of $1,861 during the three months
ended March 31, 2002 was primarily due to increased borrowings under the
Companys short-term debt facilities of $1,620 and proceeds from long-term debt
of $243. Net cash used in financing activities of $(834), during three months
ended March 31, 2001 was primarily due to payments of $(918) on long-term
debt, partially offset by proceeds of $84 from short-term borrowings.

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 $4,492 under this facility as of March 31, 2002. The borrowing limit
under the line of credit is $4,598, making borrowing availability $106 as of
March 31, 2002. The note bears interest at NIBOR (Norwegian) plus .60% (7.30%
at March 31, 2002) 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 March 31, 2002).
The term of the line of credit expires September 20, 2002. As of March 31,
2002, there was no availability under the U.S. bank line.

The Company believes that its available cash resources and credit facilities,
combined with its cash flows from operations may not be sufficient to meet its
anticipated working capital and capital expenditure requirements for the next
12 months. The Company has therefore decided to sell its Norwegian subsidiary
to provide the necessary cash resources to satisfy its debt obligations, fund
its working capital needs and

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provide sufficient resources to pursue other
business opportunities. See Part II, Item 5 of this report for additional
information on the proposed sale of the Companys Norwegian subsidiary.

Inflation

Inflation has not had a material impact on the Companys operations.

New Accounting Pronouncements

SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment
in accordance with the guidance in SFAS 142. The Company adopted SFAS 142 effective
January 1, 2002. SFAS 142 requires the Company to complete a
transitional goodwill impairment test six months from the date of adoption.
The Company is also required to reassess the useful lives of other intangible
assets within the first interim quarter after adoption of SFAS 142. The Company
is currently completing the transitional impairment test.

In July 2001, the Financial Accounting Standards Board issued SFAS No. 143,
Accounting for Asset Retirement Obligations. That standard requires entities
to record the fair value of a liability for an asset retirement obligation in
the period in which it is incurred. When the liability is initially recorded,
the entity capitalizes a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present value
each period, and the capitalized cost is depreciated over the useful life of
the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon
settlement. The standard is effective for fiscal years beginning after June
15, 2002, with earlier application encouraged. The Company is currently
evaluating the effect of adopting this pronouncement.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995

Certain statements in this quarterly report on Form 10-QSB contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which statements can generally be identified by
use of forward-looking terminology, such as may, will, expect,
estimate, anticipate, believe, target, plan, project, or continue
or the negatives thereof or other variations thereon or similar terminology,
and are made on the basis of managements plans and current analyses of the
Company, its business and the industry as a whole. These forward-looking
statements are subject to risks and uncertainties, including, but not limited
to, economic conditions, competition, interest rate sensitivity and exposure to
regulatory and legislative changes. The above factors, in some cases, have
affected, and in the future could affect, the Companys financial performance
and could cause actual results for 2002 and beyond to differ materially from
those expressed or implied in such forward-looking statements, even if
experience or future changes make it clear that any projected results expressed
or implied therein will not be realized.

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PART II.   OTHER INFORMATION

Item 1. through
Item 4.Not applicable.




Item 5.   Other information.

On May 16, 2002, the Company entered into a binding agreement to sell its
Norwegian subsidiary to Jostein Tjelta, a Norwegian businessman. The agreement
has been approved by a unanimous vote of the Companys Board of Directors.
Under the terms of the agreement, the Company would receive $1,500,000 in cash
for all the common shares of its Norwegian subsidiary and agree to cancel
certain inter-company indebtedness due to the Company from its Norwegian
subsidiary. The sale requires shareholder approval. Pending shareholder
approval, the $1,500,000 has been received and escrowed. The Company expects
to receive the necessary shareholder approval and close the sale by
June 30,
2002.




Item 6.   
Exhibits and Reports on Form 8-K.

|    |  |                                                                                                   
|--- |  | --------------------------------------------------------------------------------------------------
|(a) |  | Exhibits                                                                                          
|   
|    |  | None.                                                                                             
|   
|(b) |  | Reports on form 8-K                                                                               
|   
|    |  | Registrant did not file any reports on Form 8-K during the quarter
for which this report is filed.

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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.

|                   |  |                          |  |                                                    
|------------------ |  | ------------------------ |  | ---------------------------------------------------
|                   |  | SIMEX TECHNOLOGIES, INC.
|                  
|DATE: May 24, 2002 |  | BY:                      |  | /s/ Kjell Jagelid                                  
|                   |  |                          |  |                                                    
|                   |  |                          |  | Kjell Jagelid
Chief Executive Officer and President
|                  
|DATE: May 24, 2002 |  | BY:                      |  | /s/ Elmer Lunde                                    
|                   |  |                          |  |                                                    
|                   |  |                          |  | Elmer Lunde
Treasurer                              

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