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U.S. SECURITIES AND EXCHANGE COMMISSION 
 Washington, D.C. 20549
 Form 10-QSB x
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the quarterly period ended March 31, 2004 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from ___________________ to ___________________ . Commission file number 0-26599 SIMEX Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware
(State or other jurisdiction of
incorporation or organization)
    
    58-2465647
(I.R.S. Employer
Identification No.)4940 Peachtree Industrial Blvd.,
Suite 360
Atlanta, Georgia
(Address of principal executive
offices)
    
    30071
(Zip Code)
 Registrants telephone number, including area code(770) 447-9373 Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x No o Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes
o No o




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2




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Applicable only to corporate issuers State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date. As of March 31, 2004, there
were 33,340,303 shares of common stock, par value $.001 per share, outstanding. 3




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SIMEX Technologies, Inc.  
 TABLE OF CONTENTS PART IITEM 1
    
    Financial Statements
    
    
    6ITEM 2
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    13ITEM 3
    
    Controls and Procedures
    
    
    16PART IIITEM 1
    
    Legal Proceedings
    
    
    16ITEM 2
    
    Changes in Securities
    
    
    16ITEM 3
    
    Defaults Upon Senior Securities
    
    
    16ITEM 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    16ITEM 5
    
    Other Information
    
    
    16ITEM 6
    
    Exhibits and Reports on Form 8-K
    
    
    18EX-10.1 DEALER MARKETING AGREEMENTEX-10.2 WOOJU COMMON STOCK PURCHASE AGREEMENTEX-10.3 STOCK PURCHASE AGREEMENTEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
 4




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PART I This Quarterly Report includes forward-looking statements within the meaning of
the Securities Exchange Act of 1934 (the Exchange Act). These statements are
based on managements beliefs and assumptions, and on information currently
available to management. Forward-looking statements include the information
concerning possible or assumed future results of operations of the Company set
forth under the heading Managements Discussion and Analysis of Financial
Condition or Plan of Operation. Forward-looking statements also include
statements in which words such as expect, anticipate, intend, plan,
believe, estimate, consider or similar expressions are used. Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. The Companys future results and
shareholder values may differ materially from those expressed in these
forward-looking statements. Readers are cautioned not to put undue reliance on
any forward-looking statements. 5




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Item 1. Financial Statements SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(unaudited)
(In thousands) March 31, 2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    56Accounts receivable
    
    
    169Inventories
    
    
    471Notes and loans receivable
    
    
    78Total assets
    
    $
    774LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    108Accrued expenses
    
    
    1Total current liabilities
    
    
    109Shareholders equity:Series B Convertible Preferred stock, $.001 par value, 1,496 shares
authorized and issued with no shares outstanding
    
    
    Common stock, $.001 par value. Authorized 50,000 shares; 33,340 shares
issued and outstanding
    
    
    33Additional paid-in capital
    
    
    10,253Accumulated deficit
    
    
    (9,591
    )Treasury stock, 10 shares at cost
    
    
    (30
    )Total shareholders equity
    
    
    665Total liabilities and shareholders equity
    
    $
    774
 See accompanying notes to condensed consolidated
financial statements. 6




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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 312004
    
    2003Revenues
    
    $
    968
    
    
    $
    Cost of goods sold
    
    
    752
    
    
    
    Gross profit
    
    
    216
    
    
    
    Selling, general and administrative expenses
    
    
    316
    
    
    
    95Interest (income) expense  net
    
    
    
    
    
    
    (2
    )Net loss
    
    $
    (100
    )
    
    $
    (93
    )Loss per shareBasic and diluted loss per share
    
    $
    (0.00
    )
    
    $
    (0.01
    )
 See accompanying notes to condensed consolidated
financial statements. 7




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SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) Three months ended March 312004
    
    2003Cash flows from operating activitiesLoss from operations
    
    $
    (100
    )
    
    $
    (93
    )Adjustments to reconcile net loss to net cash used in operating activitiesChanges in operating assets and liabilitiesAccounts receivable
    
    
    (124
    )Inventories
    
    
    55Prepaid expenses and other current assets
    
    
    
    
    
    
    (1
    )Accounts payable and accrued expenses
    
    
    62
    
    
    
    38Net cash used in operating activities
    
    
    (107
    )
    
    
    (56
    )Cash flows from investing activitiesNotes receivable
    
    
    142
    
    
    
    (136
    )Net cash used in investing activities
    
    
    142
    
    
    
    (136
    )Cash flows from financing activitiesNet cash used in financing activities
    
    
    
    
    
    
    Net change in cash and cash equivalents
    
    
    35
    
    
    
    (192
    )Cash and cash equivalents at beginning of period
    
    
    20
    
    
    
    681Cash and cash equivalents at end of period
    
    $
    55
    
    
    $
    489
 See accompanying notes to condensed consolidated
financial statements. 8




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SIMEX TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004 and 2003
(Unaudited)
(In thousands, except per share data) Note 1: Basis of Presentation On December 5, 2003, the Company acquired Remote Business, Inc. (RBI), a
newly-formed subsidiary of Probity Investigations, Inc. (Probity), in
exchange for 16,000,000 newly-issued shares of the Companys common stock.
Immediately prior to the acquisition, Probity transferred security equipment
inventory with a fair value of $550,000 and the operations of its subsidiary,
Remote Business Management, LLC (RBMLLC), excluding all recorded assets and
liabilities of RBMLLC, to RBI. The acquisition was accounted for as a
purchase. Because the Company was a non-operating company at the time of the
transaction and the common shares of the Company are thinly-traded, the
purchase price was deemed to be the fair value of the assets acquired.
Accordingly, no goodwill was recorded in the acquisition. Effective January 16, 2004, a wholly-owned subsidiary of the Company, Simex
Digital Solutions, Inc. (Simex Digital) entered into a marketing agreement
with Structured Data Systems, Inc. (SDS), a Georgia corporation. SDS is a
value-added reseller of computer hardware and software. Under the marketing
agreement, Simex Digital markets the products sold by SDS. Operating results
for the period from the date of the marketing agreement are included in this
Form 10-QSB. Our common stock is registered with the Securities and Exchange Commission
(SEC) and was quoted on the over the counter bulletin board under the symbol
SMXT until September 24, 2003. The Company did not file its June 30, 2003 Form
10-QSB by the required extended filing date of August 19, 2003. As a result,
the Company became delinquent, and had 30 days to file its Form 10-QSB for the
period ended June 30, 2003 or the Company would be ineligible for quotation on
the over-the-counter bulletin board. The Company filed its Form 10-QSB on
September 23, 2003, however, the quarterly report was not reviewed by the
Companys Certified Public Accountants. Therefore, the Company failed to meet
its reporting requirements and the Company became ineligible for quotation on
the over-the-counter bulletin board on September 24, 2003. There was no
disagreement with the Companys Certified Public Accountants, which prevented
their review. Their review was not performed because the Company did not
provide them with a timely accounting of transactions involving the reverse
acquisition with Probity Investigations, Inc., which occurred on May 20, 2003
and the subsequent rescission of the reverse acquisition, which was executed on
September 18, 2003. An amended Form 10-QSB for the quarter ended June 30, 2003
was filed on October 17, 2003. The Company has subsequently filed all of its
required annual, quarterly and current reports, and is proceeding toward
reinstatement of quotation on OTCBB. Note 2: Nature of Operations and Summary of Significant Accounting Policies The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America and in accordance with the SECs instructions applicable to Form
10-QSB interim financial information. In the opinion of management, such
consolidated financial statements include all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows as of March 31, 2004 and for all periods
presented. The results of operations presented in the accompanying
consolidated financial statements are not necessarily indicative of the results
expected for the full fiscal year or for any future period. 9




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The accompanying consolidated financial statements do not include all of the
information and disclosures required by accounting principles generally
accepted in the United States of America for annual financial statements. Such
interim consolidated financial statements should be read in conjunction with
Simexs 2003 financial statements and notes thereto included in Simexs annual
report on Form 10-KSB for the year ended December 31, 2003. Footnote
disclosures that substantially duplicate disclosures contained in that document
have been omitted. Certain reclassifications have been made to the 2003
financial information to conform to the presentation in 2004. The results of
operations for the periods presented are not necessarily indicative of the
operating results for the full year. Nature of Operations Remote Business, Inc., a wholly-owned subsidiary of the Company, is engaged in
the design, installation, servicing and monitoring of digital surveillance
security systems for business and industry. The accompanying financial
statements include the accounts of RBI since its formation on December 5, 2003
and the assets, liabilities, revenues and expenses applicable to the business.
The acquisition of RBI included the business of its predecessor, RBM, which has
operated for the past two years. Most of the customers of RBI are small to
medium-sized businesses located in the southeastern U.S. The largest customer
is a restaurant franchise chain headquartered in the southeast and constituted
approximately 50% of the business of RBI and its predecessor, RBM, during the
year ended December 31, 2003. The business with this chain was contracted with
each individual franchisee and not with the franchisor. The balance of the
business was spread across a number of customers. RBI generally provides the design and installation of security systems to meet
its customers requirements. Most of the work is new systems, but on occasion
old systems are upgraded with new equipment. In some instances RBI is engaged
to do alarm monitoring. These monitoring contracts are, at present, fulfilled
by third-party monitoring companies. Simex Digital Solutions, Inc., a wholly-owned subsidiary of the Company, is a
value-added reseller of computer hardware and software, pursuant to a licensing
agreement with Structured Data Systems, Inc., effective January 16, 2004.
Simex Digitals customers range from public school administrations to small and
medium-sized private businesses. Net Loss Per Share The net loss per share computations for March 31, 2004 and 2003 reflect
33,340,303 and 16,554,908 shares of outstanding common stock, respectively. Basic and diluted net loss per share is computed by dividing the net loss for
the period by the weighted-average number of common shares outstanding for the
period. Because there was a net loss for both periods presented, the effect of
common stock equivalents was not considered in computing diluted loss per
share, since the effect would have been anti-dilutive. Note 3: Factors Affecting Operations Effective January 16, 2004, a wholly-owned subsidiary of the Company, Simex
Digital Solutions, Inc. (Simex Digital) entered into a marketing agreement
with Structured Data Systems, Inc. (SDS), a Georgia corporation. SDS is a
value-added reseller of computer hardware and software. Under the marketing
agreement, Simex Digital markets the products sold by SDS. Operating results
for the period from the date of the marketing agreement are included in this
Form 10-QSB. The Company incurred a net loss of $(100), in the three month period ended
March 31, 2004. Working capital and stockholders equity as of March 31, 2004
each were $665. The future success of the Company is contingent upon, among
other things, the ability to efficiently manage its newly-acquired operations,
and attract additional acquisition candidates that are strategically aligned
with such operations. 10




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Note 4: Notes and Loans Receivable In conjunction with the May 20, 2003, reverse acquisition agreement with
Probity, the Company had advanced Probity approximately $530 as of December 31,
2003. Included in the $530 advances were separate notes in the amounts of $262
and $137, which matured as of June 25, 2003. These notes are collateralized by
inventory and carry interest at 10% per annum. Additional loans in the amount
of $131, made prior to December 31, 2003 are unsecured and not subject to
interest. To date no interest has been collected or accrued. The Company subsequently exchanged its notes and loans receivable, which
totaled $560 as of the date of the exchange, for inventory of Kyros, which
consisted of video monitoring equipment purchased by Kyros from Wooju
Communications Co., Ltd. (Wooju), a South Korean manufacturing company and a
member of Kyros. At the request of Wooju, the equipment was immediately sold,
on behalf of Simex, to Kjell Jagelid and Montain Sebring Generale Holding,
S.A., a Luxembourg holding related to the Companys CEO, Kjell Jagelid, for
$560, for further sale, in the amount of $560, by Kjell Jagelid and Montain
Sebring Generale Holding, S.A. to Wooju. The Company received from Kjell
Jagelid and Montain Sebring Generale Holding, S.A., a partial payment on the
sale of $112 on September 11, 2003. Additional amounts totaling $448 were paid
by Wooju to Kjell Jagelid and Montain Sebring Generale Holding, S.A. between
the transaction date and December 31, 2003, to be held by Kjell Jagelid and
Montain Sebring Generale Holding, S.A. as agent for the Company. A total of
$405 of these additional proceeds have been remitted to the Company by Kjell
Jagelid and Montain Sebring Generale Holding, S.A. during the fourth quarter of
2003 and the first quarter of 2004, and a balance of $43 remains held at March
31, 2004 for the Company by Kjell Jagelid and Montain Sebring General Holding,
S.A.. In conjunction with the acquisition of Remote Business, Inc., the Company
advanced $35 to Remote Business Management, LLC to assist in meeting its
short-term capital needs. Note 5: Equity Preferred Stock Simex authorized the issuance of 928 shares of $.001 par value Series A
Convertible Preferred Stock. The Series A has no voting rights, but can pay a
2.5% annual dividend, when and if declared by the Companys Board of Directors.
All of the authorized shares of Series A Convertible Preferred Stock were
issued in conjunction with the May 20, 2003 Probity reverse acquisition
agreement , and were subsequently converted into 9,280 shares of common stock
on or about August 4, 2003. The common shares were returned to the Company
under the terms of the September 18, 2003 Rescission Agreement. As a result of the conversion of all of the Series A Convertible Preferred
Stock, there are no longer any shares of Series A Convertible Preferred Stock
authorized for issuance. Simex is authorized to issue 1,496,042 shares of $.001 par value Series B
Convertible Preferred Stock. The Series B holders vote with common
stockholders as if the Series B shares were converted to common at 10 shares of
common for each share of preferred, but the Series B does not pay dividends.
All of the authorized shares of Series B Convertible Preferred Stock were
issued in conjunction with the May 20, 2003 Probity reverse acquisition
agreement, which were subsequently returned to the Company under the terms of
the September 18, 2003 Rescission Agreement. 11




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In connection with the Stock Purchase Agreements executed by and between the
Company and Wooju, dated May 7, 2004 (the Wooju Stock Transaction), the
Company agreed to issue to Wooju, at the Closing, two million (2,000,000)
shares of a to be newly designated Series A Convertible Preferred Stock, par
value $0.001. The new Series A Convertible Preferred Stock will convert into
10 shares of common stock (subject to adjustment) on December 31, 2004, and
participate in any liquidation pari passu with the common stock, as if each
share equals 10 shares of common stock. The holders of the new Series A
Convertible Preferred Stock will vote with common stockholders as if the Series
A shares were converted into common at 10 shares of common for each share of
preferred. The new Series A Preferred Stock will not pay dividends.
Immediately prior to the Closing of the Wooju Stock Transaction, the Company
expects to file a Certificate of Elimination, which will eliminate the current
Series A and Series B Convertible Preferred Stock. Common Stock Simex is authorized to issue 50,000,000 shares of $0.001 par value common
stock, of which 33,340,303 shares were issued and outstanding as of March 31,
2004. Common Stock Options On May 20, 2003, the Company entered into Stock Option Agreements with certain
of its officers, directors and consultants, and issued options to purchase
6,499,287 shares in connection with the original acquisition of Probity.
Options issued pursuant to these Agreements are exercisable for a period of 10
years from the date of issuance, at $.05 per share. The Agreements were
restated on July 25, 2003, and restated again on September 15, 2003, in
connection with the rescission of the Probity acquisition transaction. In July
2003, the Board of Directors also approved an amendment to the stock option
plan to reserve up to 20% of the total outstanding shares. These restatements
resulted in the following option agreements: NumberName
    
    Title
    
    of OptionsC. Mickle Moye
    
    Chairman of the Board of Directors
    
    
    865,557Kjell I. Jagelid
    
    Chief Executive Officer and Director
    
    
    1,731,115Scott Demerau*
    
    Director
    
    
    865,557Arnold E. Johns
    
    Consultant
    
    
    865,557Total
    
    
    
    
    4,327,786
 *Mr. Demerau exercised his options on December 5, 2003. On January 10, 2004, the Board of Directors resolved to award options to its
Officers, Directors and consultants, as follows: NumberName
    
    Title
    
    of OptionsKjell I. Jagelid
    
    Chief Executive Officer and Director
    
    
    1,000,000C. Mickle Moye
    
    Chairman of the Board of Directors
    
    
    500,000Arnold E. Johns
    
    Consultant
    
    
    500,000Fred J. Griffin
    
    Consultant
    
    
    250,000Total
    
    
    
    
    2,250,000
 These options are exercisable for a period of 10 years, at a price equal to
$.35 per share. The following table presents the status of the Companys stock option plan for
the years ended December 31, 2003 and 2002. 12




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QUALIFIED PLANS
Weighted Average Options Exercise Price Outstanding at December 31, 2002
    
    
    Granted
    
    
    4,327,786Exercised
    
    
    865,557Forfeited or Cancelled
    
    
    Outstanding at December 31, 2003
    
    
    3,462,229Granted
    
    
    2,250,000Exercised
    
    
    Forfeited or Cancelled
    
    
    Outstanding at March 31, 2004
    
    
    5,712,229
 Income Taxes The Company has recorded no benefit for income taxes in the accompanying
consolidated financial statements. A valuation allowance has been recorded to
offset the recognition of any deferred tax assets due to the uncertainty of
future realization. 
 ITEM 2. Managements Discussion and Analysis or Plan of Operation The following discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors.
The following discussion should be read together with our financial statements
and the notes to those financial statements included elsewhere in the Companys
annual report on Form 10-KSB for the year ended December 31, 2003. Except for historical information, the materials contained in this Managements
Discussion and Analysis are forward-looking (within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934) and involve a number of risks and uncertainties. These include the
Companys historical losses, the need to manage its growth, general economic
downturns, and other risks detailed from time to time in the Companys filings
with the Securities and Exchange Commission. Although forward-looking
statements in this Quarterly Report reflect the good faith judgment of
management, such statements can only be based on facts and factors currently
known by the Company. Consequently, forward-looking statements are inherently
subject to risks and uncertainties, actual results and outcomes may differ
materially from the results and outcomes discussed in the forward-looking
statements. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Quarterly Report, as an attempt to
advise interested parties of the risks and factors that may affect the
Companys business, financial condition, and results of operations and
prospects. The following analysis compares the results of operations for the three-month
periods ended March 31, 2004 and 2003. Results of Operations (In thousands) Sales and Gross Profit The Company, through its newly-acquired subsidiary, Remote Business, Inc.,
reported sales and service revenues from installations of surveillance
equipment of $231, resulting in a gross profit of $107. The Companys
newly-formed subsidiary, Simex Digital Solutions, Inc. reported sales of
hardware and software of $737, resulting in a gross profit of $110. 13




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Selling, General and Administrative Expenses Selling, general and administrative expenses of Simex decreased slightly to $93
for the quarter ended March 31, 2004 from $95 for the quarter ended March 31,
2003. Selling, general and administrative expenses for RBI and SDS were $122
and $102, respectively. These figures reflect, among other issues, some
duplication of both personnel and facilities in the early stages of their
operations. Net Loss During the quarter ended March 31, 2004, the Company had a net loss of $(100)
or $(0.00) per diluted weighted-average share. During the year ended March 31,
2003, the Company reported a net loss of $(93) or $(0.01) per diluted
weighted-average share. The $7 increase in net loss for the quarter ended March
31, 2004, was primarily due to net loss reported by RBI of $(14). The
Companys other operating subsidiary, SDS, reported net income of $8. Financial Condition, Liquidity and Capital Resources (in thousands) The accompanying unaudited financial statements indicate that the Company has
limited liquidity, and may require additional funds to meet its short-term
working capital requirements. These additional funds are expected to be
derived from distribution arrangements concerning its inventories and from the
proceeds of additional financing transactions and sales of its securities. If
necessary funds are not available, the Companys business and operations would
be materially adversely affected and in such event, the Company would attempt
to reduce costs and adjust its business plan. Operating Activities Cash flows used in operating activities for the quarter ended March 31, 2004
aggregated $(107) compared to cash used in operating activities for the quarter
ended March 31, 2003 of $(56). The unfavorable impact on operating cash flows
for the quarter ended March 31, 2004 was primarily due to increased cash flow
requirements of the Companys operating subsidiaries, especially the $124
increase in accounts receivable. The unfavorable impact on operating cash
flows for the quarter ended March 31, 2003 was primarily due to the $(93) net
loss from operations. Investing Activities Cash provided (used) by investing activities for the quarters ended March 31,
2004 and 2003 aggregated $142 and $(136), respectively. The cash provided for
the quarter ended March 31, 2004 was primarily attributable to the proceeds of
notes receivable, representing the retainage by Kjell Jagelid and Montain
Sebring Generale, S.A. of proceeds from the sale of equipment pursuant to the
exchange of notes receivable with Kyros. The cash used for the quarter ended
March 31, 2003 due to a loan to Probity, Inc. pursuant to a planned acquisition
of Probity, which was later rescinded. Financing Activities There were no cash flows provided or used by financing activities for the
quarters ended March 31, 2004 or 2003. Managements Plans The Companys resources consisted of $56 in cash and cash equivalents as of
March 31, 2004. The Company continues to seek operating companies with viable
products or services strategically related to its core business that have
growth potential. Effective January 16, 2004, a wholly-owned subsidiary of the Company, Simex
Digital Solutions, Inc. (Simex Digital) entered into a marketing agreement
with Structured Data Systems, Inc. (SDS), a Georgia corporation. SDS is a
value-added reseller of computer hardware and software. Under the marketing
agreement, Simex Digital markets the products sold by SDS. 14




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The Company has a limited amount of cash reserves, and is dependent upon the
performance of its operating subsidiaries, and cash flow resulting therefrom,
to meet its operating cash requirements. Since the acquisition of these
subsidiaries is relatively recent and the Companys operating history with
these entities is brief, the Company can give no assurances as to the ability
of its operations to generate sufficient funds to meet its needs. As previously reported, on December 23, 2003, the Company announced that it had
entered into a Letter of Intent for the acquisition of Wooju Communications
Company, Ltd. (Wooju) of Incheon, Korea. The Letter of Intent was amended in
February 2004. Wooju, a KOSDAQ listed company, is one of Koreas leading
manufacturers of specialized security equipment and systems. Its principal
products include digital video recorders, video door-phones, closed-circuit TV
monitors and surveillance cameras. Instead of the transaction described in the Letter of Intent, as amended, the
Company and Wooju executed two Stock Purchase Agreements on May 7, 2004 (the
Wooju Stock Transaction). The first Stock Purchase Agreement provides for
the purchase of approximately $13,000,000 worth of shares of Wooju common stock
by the Company (estimated to be approximately 3,714,285 shares or approximately
21% of Woojus issued and outstanding shares). The second Stock Purchase
Agreement provides for the purchase of 2,000,000 shares of the Companys newly
designated Series A Convertible Preferred Stock by Wooju, immediately after the
Closing of the first Stock Purchase Agreement, and for the same aggregate
consideration provided under the first Stock Purchase Agreement. The new
Series A Convertible Preferred Stock is convertible into 20,000,000 shares of
the Companys common stock on December 31, 2004 (subject to adjustments) or
approximately 37% of the Companys issued and outstanding stock. The number of
the Companys shares to be purchased by Wooju is subject to a repricing
provision through the first anniversary date of the Closing, which provides
that the Company must issue to Wooju that number of additional shares that
equal the difference between (i) the aggregate purchase price of the Series A
Convertible Preferred Stock divided by the average of the high and low bid
price of such shares (as converted) for the 20 trading days prior to the
repricing date, and (ii) the number of shares issued to Wooju under the second
Stock Purchase Agreement. Wooju also has the option (at anytime within 6
months after the Closing) to purchase an additional 18,571,428 shares of the
Companys common stock for $13,000,000 (or $0.70 per share). The Closing of
the Wooju Stock Transaction is scheduled for May 31, 2004. Although management
for the Company believes that the Closing of the Wooju Stock Transaction will
occur, there can be no assurance that it will occur on May 31, 2004, or at all. The Wooju Stock Transaction was structured to comply with Korean law, and is
expected to be accomplished through the use of a bank loan, which is expected
to be paid off immediately after the Closing. Because the aggregate
consideration paid for the Wooju common stock and SIMEX Series A Convertible
Preferred Stock is expected to be identical, neither company will receive any
proceeds from the sale of its stock. In connection with the Wooju Stock Transaction, Wooju and the Company have
agreed to enter into a Shareholders Agreement, which provides that, until the
first annual meeting of the Companys shareholders after the Closing, Wooju
will agree to vote its shares of SIMEX stock to elect the following persons to
the Board of Directors of the Company: Hyung-Tae Kim, Kjell Jagelid, Mike Moye,
and two other person to be nominated by Wooju, and to maintain a SIMEX board
composed of five members. At the first annual shareholders meeting of the
Company after the Closing, Wooju shall have the right to expand the board to
seven members and nominate two additional members. The Shareholders Agreement
also provides that SIMEX shall waive any voting rights that it has for the
Wooju stock until the termination of the Shareholders Agreement. As a publicly traded company subject to ongoing reporting requirements with the
Securities and Exchange Commission (SEC), the Company will continue to incur
significant expenses to maintain current reporting status with the SEC. These
expenses are likely to increase in coming periods based on more stringent
reporting requirements and public oversight initiatives that have been or are
being adopted by the SEC in response to corporate governance concerns and
recent corporate scandals and abuses. Audit and professional fees will increase
as a result of these changes and the increases will impact the profitability of
the company in future periods. 15




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Critical Accounting Policies The discussion and analysis of the Companys financial condition and results of
operations are based upon its consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses. In consultation with its Board of
Directors, the Company has identified no accounting policies that it believes
are key to an understanding of its financial statements. 
 ITEM 3. Controls and Procedures Within ninety (90) days prior to the date of this report, an evaluation was
performed under the supervision and with the participation of the Companys
management, including the President and Chief Executive Officer (CEO) and the
acting Chief Financial Officer (CFO), of the effectiveness of the design and
operation of the Companys disclosure controls and procedures. Based on that
evaluation, the Companys management, including the CEO and CFO, concluded that
the Companys disclosure controls and procedures were effective in bringing to
their attention material information relating to the Company required to be
included in the Companys periodic SEC filings. There were no significant
changes in disclosure controls and procedures during the last fiscal quarter
that have significantly affected, or are reasonably likely to affect, internal
control over financial reporting. 
 PART II. OTHER INFORMATION 
 ITEM 1. Legal Proceedings In the ordinary course of business, the Company is from time to time involved
in various pending or threatened legal actions. The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or
results of operations. However, in the opinion of our management, matters
currently pending or threatened against us are not expected to have a material
adverse effect on our financial position or results of operations. 
 ITEM 2. Changes in Securities and Use of Proceeds There have been no events that are required to be reported under this Item. 
 ITEM 3. Defaults Upon Senior Securities There have been no events that are required to be reported under this Item. 
 ITEM 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of the security holders during the quarter. 
 ITEM 5. Other Information In conjunction with the May 20, 2003, reverse acquisition agreement with
Probity, the Company had advanced Probity approximately $530 as of December 31,
2003. Included in the $530 advances were separate notes in the amounts of $262
and $137, which matured as of June 25, 2003. These notes are collateralized by
inventory and carry interest at 10% per annum. Additional loans in the amount
of $131, made prior to December 31, 2003 are unsecured and not subject to
interest. 16




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The Company subsequently exchanged its notes and loans receivable, which
totaled $560 as of the date of the exchange, for inventory of Kyros, which
consisted of video monitoring equipment purchased by Kyros from Wooju
Communications Co., Ltd. (Wooju), a South Korean manufacturing company and a
member of Kyros. At the request of Wooju, the equipment was immediately sold,
on behalf of Simex, to Kjell Jagelid and Montain Sebring Generale Holding,
S.A., a Luxembourg holding sompany related to the Companys CEO, Kjell Jagelid,
for $560, for further sale, in the amount of $560, by Kjell Jagelid and Montain
Sebring Generale Holding, S.A. to Wooju. The Company received from Kjell
Jagelid and Montain Sebring Generale Holding, S.A., a partial payment on the
sale of $112 on September 11, 2003. Additional amounts totaling $448 were paid
by Wooju to Kjell Jagelid and Montain Sebring Generale Holding, S.A. between
the transaction date and December 31, 2003, to be held by Kjell Jagelid and
Montain Sebring Generale Holding, S.A. as agent for the Company. A total of
$405 of these additional proceeds have been remitted to the Company by Kjell
Jagelid and Montain Sebring Generale Holding, S.A. during the fourth quarter of
2003 and the first quarter of 2004, and a balance of $43 remains held at March
31, 2004 for the Company by Kjell Jagelid and Montain Sebring General Holding,
S.A.. As previously reported, on December 23, 2003, the Company announced that it had
entered into a Letter of Intent for the acquisition of Wooju Communications
Company, Ltd. (Wooju) of Incheon, Korea. The Letter of Intent was amended in
February 2004. Wooju, a KOSDAQ listed company, is one of Koreas leading
manufacturers of specialized security equipment and systems. Its principal
products include digital video recorders, video door-phones, closed-circuit TV
monitors and surveillance cameras. Instead of the transaction described in the Letter of Intent, as amended, the
Company and Wooju executed two Stock Purchase Agreements on May 7, 2004 (the
Wooju Stock Transaction). The first Stock Purchase Agreement provides for
the purchase of approximately $13,000,000 worth of shares of Wooju common stock
by the Company (estimated to be approximately 3,714,285 shares or approximately
21% of Woojus issued and outstanding shares). The second Stock Purchase
Agreement provides for the purchase of 2,000,000 shares of the Companys newly
designated Series A Convertible Preferred Stock by Wooju, immediately after the
Closing of the first Stock Purchase Agreement, and for the same aggregate
consideration provided under the first Stock Purchase Agreement. The new
Series A Convertible Preferred Stock is convertible into 20,000,000 shares of
the Companys common stock on December 31, 2004 (subject to adjustments) or
approximately 37% of the Companys issued and outstanding stock. The number of
the Companys shares to be purchased by Wooju is subject to a repricing
provision through the first anniversary date of the Closing, which provides
that the Company must issue to Wooju that number of additional shares that
equal the difference between (i) the aggregate purchase price of the Series A
Convertible Preferred Stock divided by the average of the high and low bid
price of such shares (as converted) for the 20 trading days prior to the
repricing date, and (ii) the number of shares issued to Wooju under the second
Stock Purchase Agreement. Wooju also has the option (at anytime within 6
months after the Closing) to purchase an additional 18,571,428 shares of the
Companys common stock for $13,000,000 (or $0.70 per share). The Closing of
the Wooju Stock Transaction is scheduled for May 31, 2004. Although management
for the Company believes that the Closing of the Wooju Stock Transaction will
occur, there can be no assurance that it will occur on May 31, 2004, or at all. The Wooju Stock Transaction was structured to comply with Korean law, and is
expected to be accomplished through the use of a bank loan, which is expected
to be paid off immediately after the Closing. Because the aggregate
consideration paid for the Wooju common stock and SIMEX Series A Convertible
Preferred Stock is expected to be identical, neither company will receive any
proceeds from the sale of its stock. In connection with the Wooju Stock Transaction, Wooju and the Company have
agreed to enter into a Shareholders Agreement, which provides that, until the
first annual meeting of the Companys shareholders after the Closing, Wooju
will agree to vote its shares of SIMEX stock to elect the following persons to
the Board of Directors of the Company: Hyung-Tae Kim, Kjell Jagelid, Mike Moye,
and two other person to be nominated by Wooju, and to maintain a SIMEX board
composed of five members. At the first annual shareholders meeting of the
Company after the Closing, Wooju shall have the right to expand the board to
seven members and nominate two additional members. The Shareholders Agreement
also provides that SIMEX shall waive any voting rights that it has for the
Wooju stock until the termination of the Shareholders Agreement. 17




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ITEM 6. Exhibits and Reports on Form 8-K (a)
    
    Exhibits2.1
    
    Acquisition Agreement dated May 20, 2003 with Probity, Inc. (1)2.2
    
    Mutual Rescission Agreement (2)2.3
    
    Exchange Agreement dated September 15, 2003 by and between Probity Investigations, Inc.
and the Company (3)2.4
    
    First Amendment to Exchange Agreement with Probity Investigations, Inc. (4)10.1
    
    Dealer Marketing Agreement with Structured Data Systems, Inc.10.2
    
    Agreement for the Purchase of Wooju common stock by the Company10.3
    
    Agreement for the Purchase of the Companys Series A Convertible Preferred Stock by Wooju31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
    
    Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1)
    
    Incorporated by reference to our Current Report on Form 8-K dated May 20, 2003, and
filed with the Commission on June 4, 2003.(2)
    
    Incorporated by reference to our Current Report on Form 8-K dated September 19, 2003,
and filed with the Commission on September 23, 2003.(3)
    
    Incorporated by reference to our Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2003, and filed with the Commission on November 14, 2003.(4)
    
    Incorporated by reference to our Current Report on Form 8-K dated December 5, 2003, and
filed with the Commission on December 5, 2003.(b)
    
    Reports on Form 8-K
 On February 2, 2004, the Company filed a current report on Form 8-K reporting a change
in the Companys independent accountants. On February 18, 2004, the Company filed a current report on From 8-K/A, which amended
the Companys current report on Form 8-K, filed on December 5, 2003, and provided
financial data related to the Share Exchange with Remote Business, Inc. 18




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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.Dated: May 21, 2004By:
    
    /s/ Kjell I. JagelidChief Executive Officer and PresidentBy:
    
    /s/ Fred J. GriffinChief Financial Officer
 19