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UNITED STATES
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 March 31, 2003                                    
|     |  |                                                                                  
|[  ] |  | 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         
|                         |  | (I. R. S. Employer 
|(State of Incorporation) |  | Identification No.)

2890 Normandy Dr. NW
Atlanta, Georgia 30305
(Address of principal executive offices)

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

The number of shares outstanding of the issuers common stock, par value
$0.001, at May 15, 2003, 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
|Item 3. Controls and Procedures                                  
|PART II. OTHER INFORMATION                                       
|Item 5. Other information.                                       
|Item 6. Exhibits and Reports on Form 8-K.                        
|Signatures                                                       
|EX-99.1 SECTION 906 CERTIFICATION                                



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|                                                                  |                                                     
|----------------------------------------------------------------- | ----------------------------------------------------
|
|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
|Item 3. Controls and Procedures                                  
|PART II. OTHER INFORMATION                                       
|Item 5. Other information                                        
|Item 6. Exhibits and Reports on Form 8-K                         
|Signatures                                                       

2



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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, 2003
|                                     |                                                                               |                                            |   |               
|                                     |                                                                               |                                            |   | (Unaudited)   
|ASSETS                               |                                                                               |                                            |   |               
|Current assets:                      |                                                                               |                                            |   |               
|                                     | Cash and cash equivalents                                                     |                                            | $ | 489            |    
|                                     | Prepaid expenses and other current assets                                     |                                            |   | 2              |    
|                                     | Note receivable (note 3)                                                      |                                            |   | 136            |    
|                                     |                                                                               |                                            |   |               
|                                     |                                                                               | Total assets                               |   | $              | 627 | 
|                                     |                                                                               |                                            |   |               
|                                    
|                                    
|LIABILITIES AND SHAREHOLDERS EQUITY |                                                                               |                                            |   |               
|Current liabilities:                 |                                                                               |                                            |   |               
|                                     | Accounts payable and accrued expenses                                         |                                            | $ | 78             |    
|Shareholders equity:                |                                                                               |                                            |   |               
|                                     | Common stock, $.001 par value. Authorized 50,000 shares; 16,565 shares issued |                                            |   | 17             |    
|                                     | Additional paid-in capital                                                    |                                            |   | 9,720          |    
|                                     | Accumulated deficit                                                           |                                            |   | (9,158         | )  
|                                     | Treasury stock, 10 shares at cost                                             |                                            |   | (30            | )  
|                                     |                                                                               |                                            |   |               
|                                     |                                                                               | Total shareholders equity                 |   |                | 549 | 
|                                     |                                                                               |                                            |   |               
|                                     |                                                                               | Total liabilities and shareholders equity |   | $              | 627 | 
|                                     |                                                                               |                                            |   |               

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,
|                                                    |                                   |          |                         |                                  |     |                             
|                                                    |                                   |          |                         |                                  |     | 2003                         |       | 2002  
|                                                    |                                   |          |                         |                                  |     |                              |       |       
|Selling, general and administrative expenses        |                                   | $        | 95                      |                                  |     | $                            | 110   |       
|Interest (income) expense  net                     |                                   |          | (2                      | )                                |     |                              | 3     |       
|                                                    |                                   |          |                         |                                  |     |                              |       |        |       
|Loss from continuing operations before income taxes |                                   |          | (93                     | )                                |     |                              | (113  | )     
|Income taxes                                        |                                   |          |                        |                                  |     |                              |      |       
|                                                    |                                   |          |                         |                                  |     |                              |       |        |       
|                                                    | Loss from continuing operations   |          |                         | (93                              | )   |                              |       | (113   | )     
|Discontinued operations (notes 1 and 5):            |                                   |          |                         |                                  |     |                              |       |       
|                                                    | Loss from discontinued operations |          |                         |                                 |     |                              |       | (4,708 | )     
|                                                    |                                   |          |                         |                                  |     |                              |       |        |       
|                                                    |                                   | Net loss |                         | $                                | (93 | )                            |       | $      | (4,821 | )    
|                                                    |                                   |          |                         |                                  |     |                              |       |        |       
|Loss per share (note 2):                            |                                   |          |                         |                                  |     |                              |       |       
|                                                    | Basic and diluted loss per share: |          |                         |                                  |     |                              |       |        |       
|                                                    |                                   |          | Continuing operations   |                                  | $   | (0.01                        | )     |        | $      | (0.01 | )    
|                                                    |                                   |          | Discontinued operations |                                  |     |                             |       |        |        | (0.28 | )    
|                                                    |                                   |          |                         |                                  |     |                              |       |        |       
|                                                    |                                   |          |                         | Basic and diluted loss per share |     | $                            | (0.01 | )      |        | $     | (0.29 | )
|                                                    |                                   |          |                         |                                  |     |                              |       |        |       

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,
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                             
|                                                                                       |                                                                             |                                              |                                           |                                       |      | 2003                         |     | 2002 
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |      
|Cash flows from operating activities:                                                  |                                                                             |                                              |                                           |                                       |      |                              |     |      
|                                                                                       | Loss from continuing operations                                             |                                              | $                                         | (93                                   | )    |                              | $   | (113  | )    
|                                                                                       | Adjustments to reconcile net loss to net cash used in operating activities: |                                              |                                           |                                       |      |                              |     |       |      
|                                                                                       |                                                                             | Depreciation and amortization                |                                           |                                       |     |                              |     |       | 3     |       
|                                                                                       |                                                                             | Changes in operating assets and liabilities: |                                           |                                       |      |                              |     |       |       |       
|                                                                                       |                                                                             |                                              | Prepaid expenses and other current assets |                                       |      | (1                           | )   |       |       |       |       
|                                                                                       |                                                                             |                                              | Accounts payable and accrued expenses     |                                       |      | 38                           |     |       |       | 5      |       
|                                                                                       |                                                                             |                                              | Net activity from discontinued operations |                                       |      |                             |     |       |       | (1,633 | )     
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |       |        |       
|                                                                                       |                                                                             |                                              |                                           | Net cash used in operating activities |      |                              | (56 | )     |       |        | (1,738 | )
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|Cash flows from investing activities:                                                  |                                                                             |                                              |                                           |                                       |      |                              |     |      
|                                                                                       | Note receivable                                                             |                                              |                                           | (136                                  | )    |                              |     |      |      
|                                                                                       | Net
activity from discontinued operations                                   |                                              |                                           |                                      |      |                              |     | (82   | )    
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|                                                                                       |                                                                             | Net cash used in investing activities        |                                           |                                       | (136 | )                            |     |       | (82   | )     
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|Cash flows from financing activities:                                                  |                                                                             |                                              |                                           |                                       |      |                              |     |      
|                                                                                       | Net
activity from discontinued operations                                   |                                              |                                           |                                      |      |                              |     | 1,861 |      
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|                                                                                       |                                                                             | Net cash provided by financing activities    |                                           |                                       |     |                              |     |       | 1,861 |       
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|Effect of exchange rate changes in cash and cash equivalents  discontinued operations |                                                                             |                                              |                                          |                                       |      |                              | (37 | )    
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|                                                                                       |                                                                             | Net change in cash and cash equivalents      |                                           |                                       | (192 | )                            |     |       | 4     |       
|Cash
and cash equivalents at beginning of period                                       |                                                                             |                                              | 681                                       |                                       |      |                              | 3   |      
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|Cash and cash equivalents at end of period                                             |                                                                             | $                                            | 489                                       |                                       |      | $                            | 7   |      
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      
|Supplemental disclosure of cash flows information:                                     |                                                                             |                                              |                                           |                                       |      |                              |     |      
|                                                                                       | Cash paid during the periods for:                                           |                                              |                                           |                                       |      |                              |     |       |      
|                                                                                       |                                                                             | Interest  continuing operations             |                                           | $                                     |     |                              |     | $     | 3     |       
|                                                                                       |                                                                             | Interest  discontinued operations           |                                           | $                                     |     |                              |     | $     | 126   |       
|                                                                                       |                                                                             |                                              |                                           |                                       |      |                              |     |       |      

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, 2003 and 2002
(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 SIMEX Technologies,
Inc.s 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 for discontinued operations.

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 loss per common share is based on the weighted
average number of common shares outstanding during the period.
Diluted loss per share includes the dilutive effect of potentially dilutive
securities. For the three months ended March 31, 2003 and 2002, the effects on
diluted loss per share from stock options have not been included since such
effects would have been anti-dilutive.

|                                                                                           |  |                             |        |      |  |   |        |  
|------------------------------------------------------------------------------------------ |  | --------------------------- | ------ | ---- |  | - | ------ | -
|                                                                                           |  | Three Months Ended March 31
|                                                                                           |  |                            
|                                                                                           |  | 2003                        |        | 2002
|                                                                                           |  |                             |        |     
|Numerator:                                                                                 |  |                             |        |      |  |   |        |  
|Loss from continuing operations                                                            |  | $                           | (93    | )    |  | $ | (113   | )
|Discontinued operations                                                                    |  |                             |       |      |  |   | (4,708 | )
|                                                                                           |  |                             |        |      |  |   |        |  
|Numerator for basic and diluted net loss per share                                         |  | $                           | (93    | )    |  | $ | (4,821 | )
|                                                                                           |  |                             |        |      |  |   |        |  
|Denominator for basic and diluted net loss per
share  weighted average shares outstanding |  |                             | 16,555 |      |  |   | 16,555 |  
|                                                                                           |  |                             |        |      |  |   |        |  

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3.     NOTE RECEIVABLE

On May 20, 2003, the Company executed a Stock Exchange Agreement with the
stockholders of Probity Investigations, Inc. (Probity), (the Agreement)
(see Part II, Item 5 for additional information on the acquisition of Probity).
Prior to signing the Agreement, the Company loaned Probity approximately $136.
The loan is due to be repaid by Probity on June 25, 2003, is subject to
interest at 10% per annum and is secured by certain assets of Probity.

4.     COMPREHENSIVE LOSS

The Company had comprehensive loss for the three months ended March 31,
2003 and 2002 of $(93) and $(4,659), respectively. Adjustments to net loss to
determine comprehensive loss are due to foreign currency translation.

5.     DISCONTINUED 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 obligations, fund its working
capital needs and provide sufficient resources to pursue other business
opportunities. Based upon the proposed selling price of the Norwegian
subsidiary at March 31, 2002 and the carrying value of assets associated with
the Norwegian subsidiary, the Company recorded a $4,492 asset impairment charge
during the quarter ended March 31, 2002, which is included in the loss from
discontinued operations. The equipment leasing subsidiary was sold in the
fourth quarter of 2002. The operating results of the Companys Norwegian
subsidiary and its equipment leasing subsidiary are reported in this Form
10-QSB as discontinued operations.

6.     PROBITY
ACQUISITION

On May 20, 2003, the Company executed a Stock Exchange Agreement with the
stockholders of Probity (the Agreement). Under the terms of the Agreement,
the Company will issue 19,631,008 shares of its common stock and 1,496,042
shares of a Series B convertible preferred stock for all of the outstanding
common shares of Probity. Probity will become a wholly owned subsidiary of the
Company. The Series B convertible preferred stock will, subject to certain
conditions, convert to a maximum of 14,960,420 shares of the Companys common
stock on or after May 1, 2005. The holders of the Series B
convertible preferred stock may vote with the
common shareholders of the Company, as if the Series B convertible preferred stock had been converted to
the common shares of the Company at a conversion ratio of 10 common shares per
preferred share. In conjunction with the purchase of Probity, the Company will
also issue 928,006 shares of a Series A convertible preferred stock in exchange
for a $1,800,000 amount owed by Probity to one of Probitys principal
shareholders. The Series A convertible preferred stock carries no voting rights but the holder can receive
a 2.5% cumulative annual dividend, payable when, as and if declared by the
Companys Board of Directors. The holder of the Series A convertible preferred
stock may convert to a maximum of 9,280,060 shares of the Companys common
stock on or after May 1, 2005.

The Stock Exchange Agreement was
approved by a unanimous vote of the Companys Board of Directors
and does not require shareholder approval to be effective.

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

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, 2002.

General

SIMEX Technologies, Inc. and subsidiaries (the Company) has no principal
operations, as of March 31, 2003. Its office is located in Alpharetta, Georgia.

Results of Operations (In thousands)

The following analysis compares the results of operations for the three-month
period ended March 31, 2003 to the comparable period ended March 31, 2002.

Selling, general and administrative expenses during the three months ended
March 31, 2003 were $95, which consisted primarily of management, legal and
accounting expenses associated with the administration of the Company and
expenses resulting from managements efforts to locate a suitable acquisition
candidate. During the three months ended March 31, 2002, selling, general and
administrative expenses were $110, which consisted primarily of management,
legal and accounting expenses associated with the administration of the Company
and expenses resulting from managements efforts to sell its Norwegian subsidiary.

The Company sold, in 2002, its Norwegian subsidiary and its equipment leasing
subsidiary, which represented all of the Companys operations. Based upon the
proposed selling price of the Norwegian subsidiary at March 31, 2002 and the
carrying value of assets associated with the Norwegian subsidiary, the Company
recorded a $4,492 asset impairment charge during the quarter ended March 31,
2002. This impairment charge and the operating results of the Companys
Norwegian subsidiary and its equipment-leasing subsidiary are reported in this
Form 10-QSB as discontinued operations.

During the three months ended March 31, 2003, the Company had a net loss of
$(93) or $(0.01) per share. The loss during the three months ended March 31,
2003 was due to management, legal and accounting expenses associated with the
administration of the Company and expenses resulting from managements efforts
to locate a suitable acquisition candidate. During the three months ended
March 31, 2002, the Company had a net loss of $(4,821) or $(0.29) per share.
The loss for the three months ended March 31, 2002, was primarily due to
discontinued operations.

Liquidity and Capital Resources

Negative operating cash flows for the three months ended March 31, 2003,
resulted primarily from a loss of $(93) from continuing operations partially offset
by an increase of $38 in accounts payable and accrued expenses. Negative
operating cash flows of $(1,738) for the three months ended March 31, 2002
resulted primarily from discontinued operations.

Net cash used in investing activities of $(136) during the three months ended
March 31, 2003, resulted from the $136 loan to Probity. Net cash used in
investing activities of $(82) during the three months ended March 31, 2002,
resulted from discontinued operations

Net cash provided by financing activities of $1,861 during the three months
ended March 31, 2002 resulted primarily from discontinued operations.

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The Company believes that its available cash resources should be sufficient to
meet its anticipated working capital and capital expenditure requirements for
the next 12 months.

Inflation

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

New Accounting Pronouncements

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

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

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

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

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 2003 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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Item 3. Controls and Procedures

In the quarter ended March 31, 2003, there were no significant changes in the
Companys internal controls or in other factors that could significantly affect
these controls, including any corrective actions with regard to significant
deficiencies and material weaknesses. Management reviewed the Companys
internal controls as of a date within 90 days of the filing date of this report
and concluded, as of such date, the disclosure controls and procedures were
adequate and effective.

In addition to the $136 the Company
loaned Probity in March 2003, the Company loaned an additional $262
in April 2003. The $262 loan is also due to be repaid June 25,
2003, is subject to interest at 10% per annum and is secured by
certain assets of Probity.

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PART II. OTHER INFORMATION

Item 1. through Item 4.Not applicable.




Item 5. Other information.

On May 20, 2003, the Company executed a Stock Exchange Agreement with the
stockholders of Probity (the Agreement). Under the terms of the Agreement,
the Company will issue 19,631,008 shares of its common stock and 1,496,042
shares of a Series B convertible preferred stock for all of the outstanding
common shares of Probity. Probity will become a wholly owned subsidiary of the
Company. The Series B convertible preferred stock will, subject to certain
conditions, convert to a maximum of 14,960,420 shares of the Companys common
stock on or after May 1, 2005. The holders of the Series B
convertible preferred stock may vote with the
common shareholders of the Company, as if the Series B convertible preferred stock had been converted to
the common shares of the Company at a conversion ratio of 10 common shares per
preferred share. In conjunction with the purchase of Probity, the Company will
also issue 928,006 shares of a Series A convertible preferred stock in exchange
for a $1,800,000 amount owed by Probity to one of Probitys principal
shareholders. The Series A convertible preferred stock carries no voting rights but the holder can receive
a 2.5% cumulative annual dividend, payable when, as and if declared by the
Companys Board of Directors. The holder of the Series A convertible preferred
stock may convert to a maximum of 9,280,060 shares of the Companys common
stock on or after May 1, 2005.

The Stock Exchange Agreement was
approved by a unanimous vote of the Companys Board of Directors
and does not require shareholder approval to be effective.

In addition to the $136,000 the Company
loaned Probity in March 2003 (see note 3 in Notes to Condensed
Consolidated Financial Statements), the Company loaned an additional
$262,000 in April 2003. The $262,000 loan is also due to be repaid
June 25, 2003, is subject to interest at 10% per annum and is
secured by certain assets of Probity.




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



| | (a) |  | Exhibits                                                                                                                                                                                                                                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | A list of exhibits included as part of this report is set forth in the
Exhibit Index appearing elsewhere in this report, and is incorporated
by reference.                                                                                                                                                                        
|
| | (b) |  | Reports on Form 8-K
On January 23, 2003, the Registrant filed a report on Form 8-K
announcing the expiration of the term of a Letter of Intent regarding
the potential merger of the Company with Fantasy Golf, Inc. and
Entertainment Concepts, Inc. and acknowledging that further action on
this potential merger was unlikely.

EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                        
|            |  |                                                                                                                                                                                                                                                    
|99.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 executed by Kjell
Jagelid, Chief Executive Officer, President and Acting Chief Financial
Officer of SIMEX Technologies, Inc.

11



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##### Table of Contents






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 20, 2003 |  | BY:                      |  | /s/ Kjell JagelidKjell Jagelid
Chief Executive Officer, President and
Acting Chief Financial Officer

12



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##### Table of Contents



CERTIFICATIONS

I, Kjell Jagelid, certify that:

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

(2)  Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and

(3)  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in al material
respects the financial condition, results of operations and cash flows of
registrant as of, and for, the periods presented in this quarterly report; and

(4)  The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
|
| | (b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        

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



| |                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
|
| | (b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and                                                                                                                                        

(6)  The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

|                    |  |     |  |                                                                                                     
|------------------- |  | --- |  | ----------------------------------------------------------------------------------------------------
|Dated: May 20, 2003 |  | By: |  | /s/   Kjell JagelidKjell Jagelid
Chief Executive Officer, President & Acting
Chief Financial Officer

13