SMLX Technologies Inc – ‘10KSB’ for 12/31/01

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business -- form10ksb          46    206K 

Document Table of Contents

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 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2001

 Commission file number: 0-28154

 SMLX TECHNOLOGIES, INC.
----------------------------------------------
(Name of small business issuer in its Charter)

Colorado                                        84-1337509
-------------------------------                        -----------------        
(State or other jurisdiction of                        (I.R.S. Employer         
incorporation or organization)                         Identification No.)      

 855 SOUTH FEDERAL HIGHWAY, BOCA RATON FL. 33432
 -----------------------------------------------------------
(Address of principal executive offices, including zip code)

(561) 347-0761
 ---------------------------
 (Issuer's telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:  None.              

Securities Registered Pursuant to Section 12(g) of the Act:  Common Stock,      
                                                          $.0001 Par Value

Check whether the issuer (1) filed all reports required to be filed by Section  
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter  
period that the Registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days. Yes [X] No [ ]        

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B 
is not contained in this form, and no disclosure will be contained, to the best 
of registrant's knowledge, in definitive proxy or information statements        
incorporated by reference in Part III of this Form 10-KSB or any amendment to   
this Form 10-KSB. [ ]                                                           

The Issuer's revenues for its most recent fiscal year were $776,519             

As of December 31, 2001, 12,004,648 shares of the Registrant's common stock were
outstanding, and the aggregate market value of the shares held by non-affiliates
was approximately $130,264                                                      

DOCUMENTS INCORPORATED BY REFERENCE: NONE                                       

Transitional Small Business Disclosure Format (check one): Yes __   No X        

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PART I

ITEM 1.  DESCRIPTION OF BUSINESS.                                               

BACKGROUND                                                                      

     SMLX Technologies, Inc. (f/k/a Simplex Medical Systems, Inc.) was formed on
June 6, 1996 and was in the development state through December 31, 1997. The    
year ended December 31, 1998 was the first year during which it was considered  
an operating company.                                                           

   Since inception, SMLX Technologies, Inc. (the "Company") has been engaged
in research and development activities. The Company's primary focus has been on 
the development, acquisition marketing and manufacture of medical diagnostic and
dental products. In addition, the Company pursues regulatory clearance and      
patent protection for many of its products. The Company has patented and        
proprietary technology in the field of point of use medical and veterinary      
diagnostics, dental therapeutic devices, pharmaceutical products and consumer   
products. The Company utilizes outside manufacturing facilities for the         
production of its products and final packaging to third parties. Within the     
United States, the Company has received FDA registration on one of its dental   
products. The Company's major source of revenue during the years ended December 
31, 2001 and 2000 was derived from research and development contracts with      
outside third parties.                                                          

     The financial statements include the accounts of the Company's wholly owned
subsidiaries, SMLX Technologies of Florida, Inc., Analyte Diagnostics, Inc. and 
IRT Management Corp. and ARETHREE, Inc. Analyte Diagnostics, Inc. was a         
predecessor corporation to SMLX Technologies, Inc. which was formed on September
15, 1995. The two companies were merged into SMLX Technologies Inc. on October  
31, 1995, with all account balances recorded at cost. At the time the Company   
had a 1 to 200 reverse stock split. Subsequently, the Company had a 2 for 1     
stock split. All share references give effect to the post split plans. IRT      
Management Corp. was incorporated on January 14, 1997 with the sole purpose of  
obtaining FDA approval on the Company's products. ARETHREE, Inc. was            
incorporated on November 7, 2001 to develop and market cosmeceutical and        
Transdermal technology and products related to them.                            

On September 31, 2001, SMLX Technologies of Florida, Inc., Analyte    
Diagnostics, Inc. and IRT Management Corp. were administratively dissolved and  
all assets were assigned and delivered to SMLX Technologies, Inc.               

VECTOR MEDICAL AGREEMENT                                                        

  In April 1999, the Company entered into an Exclusive Licensing Agreement
with Vector Medical Technologies, Inc. ("Vector") with regard to the Company's  
transdermal assets and technologies involving certain drug delivery system      
products. Vector received a ten year exclusive license for any products sold    
under this contract in exchange for a royalty of 3% to 4% net revenues. Vector  
was also required to pay the Company non-refundable advances against future     
royalties of at least $900,000 per year to be used solely for feasibility       
studies relating to the technologies to be performed by the Company or its      
subsidiary. Vector had the right to discontinue the payments and terminate its  
rights in the event that an adverse reaction to the technologies occurred in    
patients or if efficacy did not qualify for submission to the FDA for subsequent
approval. The agreement was to become null and void, and the license was to     
terminate without further obligation or                                         

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liability of either company, in the event that Vector failed to make payments,  
and did not cure the default upon notice from the Company.                      

  The Company also granted to Vector a right to purchase the subsidiary or
its assets for a four year period at a price ranging from $3.6 to $6.6 million  
(less amounts paid) depending on the amount of gross sales from the assets      
during the prior 12 months. The purchase price could be paid all or part in     
shares of Vector's common stock under certain circumstances if such shares were 
traded on Nasdaq or the American or New York Stock Exchange. However, Vector was
not publicly-held during this period, and recently closed down its executive    
offices in Boca Raton, Florida.                                                 

On April 1, 2001 Vector defaulted on payments under a separate letter 
agreement concerning the Company's cosmeceutical assets and on September 24,    
2001, Vector defaulted on our Exclusive Licensing Agreement.                    

AGREEMENT WITH HELVESTAR                                                        

    On May 3, 1999 the Company signed a joint venture agreement with HelveStar
S.A., a Swiss technology holding company. The agreement outlined the formation  
and capitalization of Biostar, S.A. for the purposes of commercializing,        
manufacturing, marketing, and selling the company's present and future          
technologies and products. This agreement excluded any transdermal or           
cosmeceutical technology products. Biostar was to be funded by HelveStar who was
to own sixty percent, with SMLX owning forty percent.                           

     Upon the execution of this agreement, the Company granted HelveStar a stock
option for 900,000 shares of the Company's stock at an exercise price of $1.58  
per share. Within 24 months of the execution of this agreement, HelveStar had   
the right to purchase a total of 2,250,000 shares of the Company's stock. The   
purchase price of the shares on the date of purchase was to have been equal to  
50% of the closing price of the Company's stock on the latest price trading date
on which at least 5,000 shares were traded.                                     

  The agreement also granted BioStar a 99-year exclusive worldwide license
for the commercialization, marketing and production of all of the Company's core
products and technology, subject to the Company's valid existing distributorship
agreements. In addition, the agreement called for the transfer of the Company's 
non-core technologies to BioStar which had agreed to purchase them for          
$2,400,000 payable in monthly installments of $100,000 for 24 months commencing 
in May 1999. As of December 31, 1999, the Company had received $300,000, which  
is included in research and development services revenue.                       

During 2000, the Company filed suit for damages and to void the joint 
venture agreement, which suit was titled "SMLX Technologies, Inc. v. H.E.       
Khundkar Khalid Ahmed Hossain, and Helvestar S.A.", Case No.00-01429 (09)       
(Circuit Court, Broward County). The Company's suit alleges fraud,              
misrepresentation, and breach of fiduciary duty based on defendant Hossain's    
representation as authorized agent of Helvestar, and alleges that defendants    
induced SMLX, through misrepresentations, to enter into various agreements that 
constituted a joint venture. As a result, the Company seeks damages and         
confirmation that the joint venture is null and void. The defendant company has 
counter-claimed alleging breach of fiduciary duty.                              

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DESCRIPTION OF BUSINESS                                                         

GENERAL                                                               

   SMLX is engaged in the business of developing technological solutions for
the medical, dental and other industries and then bringing the technologies to  
the marketplace.                                                                

   In October 1999, the Company's quality management system was approved for
ISO 9001, BS EN 9001, and ANSI/ASQC Q9001-1994 certification for the design,    
development and manufacture of dental air abrasion devices. In January 2000, the
Company also received EN 46001:1996 certification in this category.             

 ISO (the International Organization for Standardization) is a worldwide
federation of national standards bodies dealing with quality system             
requirements. The mission of ISO is to create a system that, when adhered to,   
prevents deviations from specific quality requirements at all product stages    
from design to service.                                                         

The Company has also met all of the requirements and has been         
self-certified to stamp dental air abrasion products shipped into the European  
Union ("EU") with a "CE" symbol called the "CE Marking", which certifies that   
the products meet the requirements of all relevant EU directives. Products can  
no longer be sold in the EU without the "CE" mark.                              

THE COMPANY'S PRODUCTS                                                

Our products can be organized as follows:                             

     1.  A Transdermal Drug Delivery System, Patent applied for.

2.  Dental products.                                  

              (a)  Airbrator(R) for polishing, cleaning and abrading teeth
               (cleared for marketing by FDA and for "CE" mark for
marketing in EU).                   

         (b)  Airbrator(R) for use in cavity preparation (510(k)
                   approved by FDA: cleared for "CE" mark for marketing In
EU)                                 

3.  Equine products in testing.                       

(a)  Bioven - anti-inflammatory drug.         

(b)  Equine infectious anemia rapid test.     

          4.   An Intradermal Cosmetic line which is being marketed in the
            Far East by a distributor and soon to be marketed in the
U.S. by infomercial.                        

 A. DRUG DELIVERY SYSTEMS. On April 13, 1999 the Company entered into an
Exclusive Licensing Agreement and Purchase Option Agreement with Vector Medical 
Technologies, Inc. pursuant to which the Company agreed to transfer to a        
to-be-formed, wholly-owned subsidiary, all of its proprietary technical         
know-how, patent applications and other assets related to the technologies for  
the transdermal delivery of drugs and other natural and synthetic materials,    

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and to grant to Vector an exclusive ten year license to these assets. In return,
Vector agreed to pay to the Company non-refundable advances against future      
royalties of $900,000 per year payable monthly in payments of $75,000. The      
Company would have received a royalty of 3% to 4% of the net sales derived from 
the assets transferred, depending on whether or not the assets giving rise to   
the sales were covered by a patent. Vector would pay the advance royalties for a
period of four years subject to the option to purchase the subsidiary.          
Commencing on April 13, 2000 Vector had the option to purchase the subsidiary   
and cease paying the advance royalties for a purchase price ranging from $3.6   
million to $6.6 million depending on the amount of gross sales attributable to  
the assets in the preceding twelve-month period. The subsidiary was not formed. 
During 2001 Vector defaulted on its payments on both the Cosmetic (Intradermal) 
and Transdermal License Agreement.                                              

    B. DENTAL AIRBRATOR(R). The Company has developed and received patents and
FDA approval on a disposable handpiece which attaches to standard air abrasive  
etching devices used by dentists for tooth bonding procedures. The product      
effectively abrades the surface of teeth, but has no effect at all on soft      
tissue. Because it is disposable and there is no need for extensive             
sterilization procedures; the product expedites the handling of patients.       

   During April 1997 the Company received a letter from the FDA stating that
the FDA had completed the scientific review portion of the Company's 510(k)     
premarket notification regarding the Airbrator(R), and the Airbrator(R) was     
cleared for marketing in the United States for the use of abrading the surface  
of teeth. Subsequently, in response to the Company's second 510(k) premarket    
notification regarding the Airbrator(R), the Company was informed that the      
Airbrator(R) was cleared for use in cavity preparation. The Company's contract  
manufacturer is currently an FDA registered manufacturing facility.             

     C. BIOVEN is an injectable, anti-inflammatory drug which has been tested as
a treatment for joint inflammation in horses. These tests were conducted at     
three sites in Florida. One of the Company's former officers developed BIOVEN   
after fifteen years of extensive research in the field of immunology. BIOVEN is 
a result of years of experimentation, evaluation and historical study in the    
field of peptide use. The BIOVEN mode of action is believed to function by      
reversing the chemical/immunological imbalances that are present in inflamatory 
processes.                                                                      

D. EQUINE INFECTIOUS ANEMIA RAPID TEST. This is a rapid serum test for
equine infectious anemia. It utilizes a procedure that is simpler to run than   
the other two available tests (the Coggin's test or the ELISA test), and it does
not require a trained technician to perform. It can be easily performed at the  
stables. The Company has completed development of this test and is currently    
working with a distributor in Brazil which has applied for approval from        
Brazilian regulatory authorities to market the product in Brazil. The Company   
has submited this test product to the U.S. Department of Agriculture for their  
approval. A patent has now been applied for covering this technology.           

RESEARCH AND DEVELOPMENT                                              

    The Company spent $172,397 and $223,858 on research and development of new
products during the years ended December 31, 2001 and December 31, 2000,        
respectively, and it expects to spend about the same amount in the current      
fiscal year on development of the products described above in addition to       
others.                                                                         

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MARKET                                                                          

     The Company is starting to market its Dental Airbrator through distributors
on both an exclusive and non-exclusive basis depending on the quantity and      
territory desired.                                                              

The Company is marketing its cosmeceutical technology through a       
distribution agreement in the Far East and expects soon to market this          
technology in the United States by informercial. The company will continue to   
seek license agreements for its other technologies as they are perfected.       

GOVERNMENT REGULATION                                                           

The development, manufacture, testing and marketing of the Company's  
diagnostic products and the Airbrator(R) are subject to regulation by the FDA   
and other federal, state and foreign agencies. Under the FDC Act, the FDA       
regulates almost all aspects of development, marketing and sale, including the  
introduction, clinical trials, advertising, manufacturing, labeling,            
distribution of and record keeping for the products in the United States.       

   Other than the dental products, no FDA approval has yet been received for
any of the Company's products and there can be no assurance that such approval  
will ultimately be obtained.                                                    

   During April 1997 the Company received a letter from the FDA stating that
the FDA had completed the scientific review portion of the Company's first      
510(k) Premarket Notification regarding the Airbrator(R), and that the          
Airbrator(R) was released for marketing in the United States for the use of     
abrading, polishing and cleaning the surface of teeth. Subsequently, in response
to the Company's second 510(k) Premarket Notification regarding the             
Airbrator(R), the Company was informed that the Airbrator(R) was cleared for use
in cavity preparation. The Company's contract manufacturer is currently an FDA  
registered manufacturing facility.                                              

FOREIGN REGULATION                                                    

Agencies similar to the FDA regulate medical devices in some foreign  
countries, whereas other countries allow unregulated marketing of such devices. 
The Company's products will be required to meet the regulations, if any, of the 
foreign countries in which they are marketed. Once a product has been registered
in a foreign country, the Company is required to obtain a certificate of        
exportability from the FDA before the product can be shipped from the U.S. to   
that country.                                                                   

MANUFACTURING                                                         

The Airbrators(R) are manufactured by East Coast Plastics, a contract 
molding company. These molds and other components are then filled, assembled,   
packaged and shipped by East Coast Plastics.                                    

  The Company believes that most components used in the manufacture of its
current and proposed products are currently available from numerous suppliers   

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located in the United States, Europe and Asia. However, certain components are  
available only from a limited number of suppliers. Although the Company believes
that it will not encounter difficulties in obtaining these components, there can
be no assurance that the Company will be able to enter into satisfactory        
agreements or arrangements for the purchase of commercial quantities of such    
components.                                                                     

The Company anticipates that it will not be required to maintain      
significant inventory levels of products until the Company's products are deemed
acceptable for sale. The Company does not currently have any material backlog.  
Until the Company is able to market its products on a broad basis, it does not  
anticipate that its backlog or inventory level will be material. At that time,  
the Company intends to cause these products to be manufactured for it shortly   
before they are required for shipment. The Company does not foresee that an     
extensive period of time will be required from the time of its manufacturing    
order to the time of final delivery of its products.                            

MAJOR CUSTOMERS                                                       

During the year ended December 31, 2001, the Company's revenues were  
primarily derived from one source. Vector Medical paid the Company $718,000     
under various agreements, which represented 92% of the Company's revenues.      

   As disclosed in the Company's filings with the SEC, we terminated both of
our agreements with Vector in 2001 because of non-payment by Vector thereunder. 

COMPETITION                                                           

   The markets in which the Company participates are highly competitive. The
Company is aware of specialized biotechnology firms, universities and other     
research institutions which have patented, developed, or are developing         
technologies and products which are competitive with the Company's products and 
technologies. These entities, most of which are established, have substantially 
greater research, marketing and financial resources than the Company.           

PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION                       

   The Company owns the rights to U.S. Patent Number 6004191, dated December
21, 1999, which relates to its Airbrator(R) product. The Company has licensed   
its rights (which license is now in litigation) under this Patent to BioStar,   
S.A. The Company also owns the rights to U.S. Patent Number 5424219 dated June  
13, 1995, which relates to the "Method of Performing Assays for Biomolecules and
Solid Supports for Use in Such Methods." The Company has licensed its rights    
under this Patent to Polyfiltronics, Inc. (See "License Agreement with          
Polyfiltronics, Inc." below.)                                                   

The Company also has pending patent applications in the United States 
relating to other applications for other technologies which the Company is      
developing.                                                                     

Much of the technology developed or owned by the Company is subject to
trade secret protection. To reduce the risk of loss of trade secret protection  
through disclosure, the Company generally enters into confidentiality agreements
with its employees. There can be no assurance that the Company will             

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be successful in maintaining such trade secret protection or that others will   
not capitalize on certain of the Company's technology.                          

  The Company has also registered four trademarks with the U.S. Patent and
Trademark Office. These include the trademarks "Simplex," "Neemodex,"           
"Airbrator(R)," and "Cytech."                                                   

LICENSE AGREEMENT WITH POLYFILTRONICS, INC.                           

  In June 1998, the Company entered into an agreement with Polyfiltronics,
Inc. which grants Polyfiltronics an exclusive license of the Company's rights   
under a patent owned by the Company relating to a micro titer filter plate      
technology and an opaque wall micro strip system. Polyfiltronics paid the       
Company $40,000 for the license and certain related tools and molds, and will   
pay a royalty to the Company based on a percentage of sales of products using   
the technology. The term of the license is for twenty years or the life of the  
patent, whichever is shorter. Polyfiltronics is a U.S. subsidiary of Whatman    
PLC, an English company, with a worldwide presence in research laboratories,    
academic and teaching facilities and industrial laboratories. Polyfiltronics is 
a technical leader in filter plate technology. Filter plates are commonly used  
in medical diagnostics, forensic medicine, DNA research, drug discovery and     
other scientific fields for the analysis of small quantities of chemical or     
biological components.                                                          

 ACQUISITION OF MINORITY INTEREST IN AUTOMATED HEALTH TECHNOLOGIES, INC.

  During May 1998, the Company acquired a 19% interest in Automated Health
Technologies, Inc. ("AHT") in exchange for 500,000 shares of the Company's      
Common Stock. The shares were exchanged pursuant to the terms of a Share        
Exchange Agreement dated May 20, 1998, between the Company and AHT. The Share   
Exchange Agreement provides that AHT has the right to require the Company to    
exchange an additional 1,000,000 shares of Common Stock for all of the remaining
outstanding shares of AHT under certain conditions. AHT may exercise this right 
prior to May 20, 2003, if, at the time of exercise, AHT has a net worth of at   
least $200,000, no debt other than up to $25,000 in trade payables, and         
year-to-date positive cash flow. In addition, AHT may exercise this right if it 
sells the business of its subsidiary - Rx Automation Incorporated, and escrows  
$1,000,000 from the proceeds of such a sale. In the event that AHT exercises its
right, the Company and AHT will in good faith negotiate a merger or other       
exchange agreement necessary to effect the additional exchange, and file a      
registration statement on Form S-4 to register the transaction. AHT is a medical
services company that processes pharmacy and retail drug store expired drug     
returns. In September 2001 the Company sold its interest in AHT for $100,000    
(its book value) to raise working capital due to the non-payment by Vector on   
their cosmeceutical Agreement and transdermal license fees.                     

EMPLOYEES                                                             

The Company currently has three full-time employees and two part-time 
employees. The Company is not subject to any collective bargaining agreement and
believes that its relationships with its employees are good.                    

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ITEM 2.  DESCRIPTION OF PROPERTY.                                               

The Company presently maintains its corporate offices 855 S. Federal  
Highway, Boca Raton, Florida and its laboratory warehouse facilities at 376     
Ansin Boulevard, Hallandale, Florida 33009. The five year lease on Ansin        
Boulevard facilities commenced April 1, 1998, and requires monthly rental       
payments of $4,900 plus tax. The Company has the option to renew the lease for  
five additional years. The Executive offices in Boca Raton require monthly      
payments of $420 per month without a lease.                                     

ITEM 3.  LEGAL PROCEEDINGS.                                                     

The law suits described below are legal proceedings, either pending or
determined in 2001, in which the Company is a party. We are not aware of any    
other threatened legal proceedings involving the Company.                       

Joseph P. D'Angelo, Americare Transtech, Inc., American Biologicals, Inc. v.    
Henry B. Schur, Nicholas G. Levandoski, SMLX Technologies. Case No. 99-010263   
(Circuit Court, Broward County). On September 10, 2001, after a trial of the    
case, a final judgment was entered in favor of the Company holding that the     
Company owed nothing to the plaintiffs. Plaintiffs have appealed the judgment   
and that appeal is currently pending.                                           

John Faro v. Simplex Medical Systems, Inc., Nicholas Levandoski, Henry B. Schur,
John Trafton, Debra Ross. Case No. 98-19091 CA (04) (Circuit Court, Miami-Dade  
County). Third amended complaint was filed, and an answer and affirmative       
defense was filed in response. The complaint alleges breach of share transfer   
agreement for failure to timely transfer shares of Simplex, securities fraud,   
breach of consulting agreement, and civil theft (only against Schur, Trafton,   
and Ross)and tortuous interference (only against Schur, Trafton, and Ross).     

SMLX Technologies, Inc. v. Reuben Hertz. Case No. 99-016538 (13) (Circuit Court,
Broward County). This claim by the Company was voluntarily dismissed on Feb. 23,
2001. The Court awarded attorney's fees in the amount of $23,050 to be paid by  
the Company.                                                                    

SMLX Technologies, Inc. v. H.E. Khundkar Khalid Ahmed Hossain, and Helvestar    
S.A.. Case No.00-01429 (09) (Circuit Court, Broward County). Suit by the Company
against the defendants for fraud, misrepresentation, and breach of fiduciary    
duty based on defendant Hossain's representation as authorized agent of         
Helvestar, and alleges that defendants induced SMLX, through misrepresentations,
to enter into various agreements that constituted a joint venture. As a result, 
the Company seeks damages and confirmation that the joint venture is null and   
void. The defendant company has counter-claimed alleging breach of fiduciary    
duty. Discovery is ongoing.                                                     

Superior Wholesale Products, Inc. v. Simplex Medical Systems, Inc., Case No.    
98-17352 CA (03) (Circuit Court, Miami-Dade County). The plaintiff filed a      
complaint alleging breach of contract and interference with business            
relationships, seeking $2.5 million in damages. The Company denies the          
allegations of the complaint and filed a counter-claim for interference with    
business relationships and for defamation. The Company intends to vigorously    
defend against the action. The case is pending.                                 

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Levey, Airan, Brownstein, Shevin, Friedman, Roen & Kelso, LLP V. SMLX           
Technologies, Inc. Case No. 00-23254 CA 09 (Circuit Court, Miami Dade County)   
Suit by the plaintiff law firm for alleged unpaid legal fees of $221,249. The   
Company denies the claim and has filed a counterclaim against the law firm. The 
case is pending.                                                                

Vector Medical Technologies, Inc. V. SMLX Technologies Inc., et al., Case No. CA
02-01381 AJ. The case was recently filed against the Company and the Company has
answered its response to the complaint. In its complaint, Vector seeks specific 
performance, and its claims include a claim for damages in excess of $3.6       
million. Vector alleges that the company breached an exclusive License and      
purchase agreement as described in note 16 to the financial statements of this  
annual report. The Company denies the allegations. The Company intends to       
vigorously defend the suit and to assert claims for damages against Vector.     

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                   

   No matters were submitted to a vote of security holders during the fiscal
year ended December 31, 2001 .                                                  

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PART II 

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.              

(a) MARKET INFORMATION. The Company's Common Stock trades in the      
over-the-counter market, under the symbol "SMLX". Other than a few sporadic     
trades during November 1996, the trading commenced during February 1997. The    
following table sets forth the high and low bid prices for the Company's Common 
Stock for the periods indicated as reported by the OTC Bulletin Board. These    
prices are believed to be inter-dealer quotations and do not include retail     
mark-ups, mark-downs, or other fees or commissions, and may not necessarily     
represent actual transactions.                                                  

QUARTER ENDED                 HIGH BID     LOW BID    

March 31, 2000                $1.00        $0.56      
June 30, 2000                 $0.53        $0.34      
September 30, 2000            $0.50        $0.33      
December 31, 2000             $0.19        $0.03      

March 31, 2001                $0.11        $0.06      
June 30, 2001                 $0.04        $0.04      
September 30, 2001            $0.05        $0.05      
December 31, 2001             $0.03        $0.02      

(b) HOLDERS. As of March 30,2001, the Company had approximately 86    
shareholders of record. This does not include shareholders who hold stock in    
their accounts at broker/dealers.                                               

 (c) DIVIDENDS. The Company has never paid a cash dividend on its common
stock and does not expect to pay a cash dividend in the foreseeable future.     

   (d) RECENT SALES OF UNREGISTERED SECURITIES. The Company did not sell any
securities that were not registered under the Securities Act of 1933 during the 
fiscal year ended December 31, 2001.                                            

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.             

RESULTS OF OPERATIONS                                                           

During the year ended December 31, 2001, the Company had revenue of   
$776,519 as compared to $1,613,387 in the prior year. The decrease in revenues  
is a result of less revenue received under the transdermal license agreement and
the cosmeceutical agreement. The gross profit margin at 72.8% in 2001 was about 
the same in 2000.                                                               

     Operating expenses during 2001 were $1,133,031 as compared to $1,296,341 in
2000. The decrease was primarily in selling, general and administrative expenses
and legal expenses.                                                             

  The net loss for 2001 was $625,642 as compared to a net loss of $564,646
during 2000. The increase in the net loss was due to the write down of Airbrator
inventory.                                                                      

The company, through its subsidiary ARETHREE, INC., entered into a    
exclusive Distribution agreement with an unrelated company, effective Jan. 1,   
2002, granting exclusive rights to sell certain intradermal cosmetics in Japan, 
Korea, Taiwan, Hong Kong, China, Philippines, Malaysia, Thailand,               

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Indonesia, Singapore, Australia, and New Zealand. This agreement runs for seven 
years commencing on Jan. 1, 2002 subject to a minimum annual amount of products 
to be purchased by the distributor stated in US dollars.                        

LIQUIDITY AND CAPITAL RESOURCES                                                 

As of December 31, 2001, the Company had a working capital deficit of 
$(809,302) as compared to $(239,886) at December 31, 2000. The increase in the  
working capital deficit was primarily due to the write down in inventory value, 
and an increase in accounts payable and accrued expenses.                       

  The report of the Company's auditors in the financial statements for the
year ended December 31, 2001, contains a going concern qualification. Since     
inception, the Company has experienced losses aggregating $(3,250,856) and has  
been dependent upon loans from stockholders and other third parties in order to 
fund operations to date. Management believes that the revenues generated from   
new licensing, joint venture agreements and either the sale of its transdermal  
or future loans should provide the Company with sufficient cash flow resources  
to fund the operations of the Company through the current year.                 

The Company, through its subsidiary ARETHREE, entered into a secured  
revolving demand note with a related party, Robertson & Partners LLC, during    
January 2002, collateralized by all of the interests of ARETHREE. The total     
available principal under this note is up to one million dollars and the sums   
outstanding will accrued interest at a rate of 10% per annum. Interest is       
payable monthly and the principal balance is payable on demand. Cumulative      
borrowings through March 22, 2002 related to this note total $133,500.          

     The Company currently has no material commitments for capital expenditures.

ITEM 7.  FINANCIAL STATEMENTS.                                                  

  The financial statements are set forth on pages F-1 through F-20 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                                            

No response required.                                                 

PART III  

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;          
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.                              

  The directors and executive officers of the Company and its wholly-owned
subsidiary, their ages and positions held in the Company are as follows:        

NAME                 AGE   POSITIONS HELD AND TENURE    

Kenneth H. Robertson             66    Chairman & President                     

Gerald M. Wochna                 59    Vice President, legal counsel            
          And Director

Joel Marcus                      60    Chief Financial Officer and Director     

Sherman O. Jones                 72    Director                                 

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   There is no family relationship between any Director or Executive Officer
of the Company.                                                                 

  The Company has audit, compensation, executive and insurance committees.

The Audit Committee currently consists of Kenneth Robertson and Gerald
Wochna. The primary functions of the Audit Committee are: to recommend the      
selection of independent auditors; review the scope and results of the last     
audit with the independent auditors; review with management and the independent 
auditors the Company's last year end audit; and make recommendations as to      
changes needed in the Company's internal accounting and audit procedures.       

    The Compensation Committee currently consists of Sherman Jones and Kenneth
Robertson. The primary functions of the Compensation Committee are to: recommend
compensation packages for each Executive Officer and recommend and/or approve   
the granting of stock options, cash bonuses and other benefit plans for         
employees in accordance with the Company's stock option plan.                   

    The Executive Committee currently consists of Kenneth Robertson and Gerald
Wochna. The primary function of the Executive Committee is to review certain    
issues relating to SMLX's business between meetings of the full Board of        
Directors.                                                                      

The Insurance Committee currently consists of Joel Marcus and Gerald  
Wochna. The primary functions of the Insurance Committee are to review current  
insurance policy coverage; to recommend additional coverage and/or additional   
type of insurance, needed to properly protect the Company's assets; and to      
recommend changes in organizational structure that will serve to give further   
protection to the Company's assets.                                             

  Set forth below are the names of all directors and executive officers of
the Company, all positions and offices with the Company held by each such       
person, the period during which he has served as such, and the principal        
occupations and employment of such persons during at least the last five years: 

   KENNETH H. ROBERTSON has been President and chairman of the company since
October 1, 2000 and a Director of the Company since August 1998. Mr Robertson   
was President and CEO of Conference-Call USA, Inc., a successful                
teleconferencing company which he co-founded in 1987 and sold in December 1996  
to Citizens Utilities, Inc. Following the sale, he has continued as CEO of that 
entity, until his contract expired on Dec. 31, 1999. Mr. Robertson has extensive
experience in a diverse range of business activities with special emphasis on   
sales and financial management. In 1981 he moved to Florida as President and CEO
of Alo-Scherer Healthcare (now Scherer Healthcare, Inc.) and held that position 
until 1983 at which time he resigned and has remained a director of this        
NASDAQ-listed company.                                                          

    GERALD M. WOCHNA has been Vice president and General counsel since October
1, 2000 and a Director of the Company since August 1998. Since 1984, he has been
involved in the formation, financing and development of several small           
businesses, both individually and as a member/manager of Robertson &            

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Partners, L.L.C. Since 1984, Mr. Wochna has been involved in land development   
and the development, construction, leasing and financing of retail, warehouse   
and office properties. From 1973 to 1984, he practiced law with a law firm he   
established in Boca Raton, Florida. Mr. Wochna continued to practice law on an  
"of counsel" basis from 1984 to 1989, when he retired from that profession.     

  JOEL MARCUS has served as of the Company's Chief Financial Officer since
July 1999, and as a Director of the Company since December 1997. He has been    
self-employed as a certified public accountant in Florida since 1974 when he    
became a licensed CPA.                                                          

    SHERMAN O. JONES has been a Director of the Company since January 2000. He
is owner of Camelback Clearing Company, a divesting company that purchases and  
sells large quantities of grocery products throughout the Western U.S., which he
founded in 1990. Mr. Jones was previously employed by IBM for 17 years in       
various sales positions and as President of Kansas City Securities, an          
institutional brokerage firm. Mr. Jones is also a director of Automated Health  
Technologies, Inc.                                                              

    The Company's executive officers hold office until the next annual meeting
of the Directors of the Company. Except as described below, there are no known  
arrangements or understandings between any director or executive officer and any
other person pursuant to which any of the above-named executive officers or     
directors or nominees was selected as an officer or director or nominee for     
director of the Company.                                                        

    Gerald M. Wochna, Kenneth R. Robertson and Sherman O. Jones were nominated
for election as directors of the Company pursuant to the terms of a             
Stockholders' Agreement dated May 15, 1998, among the Company and certain       
shareholders of the Company.                                                    

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                               

    Based solely on a review of Forms 3 and 4 and amendments thereto furnished
to the Company during its most recent fiscal year, and Forms 5 and amendments   
thereto furnished to the Company with respect to its most recent fiscal year and
certain written representations, no persons who were either a Director, Officer 
or beneficial owner of more than 10% of the Company's Common Stock, failed to   
file on a timely basis reports required by Section 16(a) of the Exchange Act    
during the most recent fiscal year.                                             

ITEM 10.  EXECUTIVE COMPENSATION.                                               

The following table sets forth information regarding the executive    
compensation for the Company's President for the years ended December 31, 2000 &
2001. No executive officer had total annual salary and bonus in excess of       
$100,000 during such years.                                                     

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                                                        [Enlarge/Download Table]

                                  SUMMARY COMPENSATION TABLE                          

                                                           LONG-TERM COMPENSATION     
                                                   -----------------------------------
                           ANNUAL COMPENSATION               AWARDS           PAYOUTS 
                          -----------------------  -------------------------- ------- 
                                                            SECURI-                   
                                                             TIES                     
                                                            UNDERLY-                  
                                           OTHER     RE-      ING               ALL   
                                           ANNUAL  STRICTED OPTIONS/           OTHER  
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION         YEAR   SALARY BONUS  SATION   AWARD(S)(NUMBER)  PAYOUTS  SATION 

                                                                                      
Colin Jones           2000   $33,333                                                  
Former - President    1999   $80,000                                                  
                      1998   $57,231                                                  

Kenneth H. Robertson  2001   $23,231                                                  
 President - Oct.1 *   2000  $15,000                                                  
                      1999  $   -0-                                                   

* Base annual salary for Kenneth H. Robertson was to be $60,000. Mr. Robertson        
elected to take common stock in lieu of salary, in amounts of $45,962 and             
$37,885. Mr. Robertson elected to take his base salary in common stock at $0.10       
per share when the stock was selling at $0.03 or lower for the previous 30 days.      

OPTIONS GRANTED - no options were granted during 2001                           

                                                                [Download Table]

                    AGGREGATE OPTION EXERCISES IN YEAR ENDED                 
              DECEMBER 31, 2001 AND DECEMBER 31, 2001 OPTION VALUES          

                                         SECURITIES UNDER-   VALUE OF UNEXER-
                     SHARES              LYING UNEXERCISED    CISED IN-THE   
                    ACQUIRED                   OPTIONS        MONEY OPTIONS/ 
                       ON                   AT 12/31/01        AT 12/31/01   
                    EXERCISE     VALUE      EXERCISABLE/      EXERCISABLE/   
    NAME            (NUMBER)    REALIZED   UNEXERCISABLE      UNEXERCISABLE  
    ----            --------    --------  ----------------   ----------------
                                                                             
Colin Jones                                300,000                           
Kenneth H. Robertson  -0-         -0-       50,000 / 0           $0 / $0     
Gerald M. Wochna      -0-         -0-       50,000 / 0           $0 / $0     
Sherman Jones         -0-         -0-       50,000 / 0           $0 / $0     
Joel Marcus           -0-         -0-       50,000 / 0           $0 / $0     

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EMPLOYMENT AGREEMENTS                                                           

As of Dec. 31, 2001 there were no employment agreements               

(1) No bonus pool will be created until there is an audited pre-tax profit.     

STOCK OPTION PLAN                                                               

    During March 1997, the Board of Directors adopted a Stock Option Plan (the
"Plan"), and on March 28, 1997, the Corporation's shareholders approved the     
Plan. The Plan authorizes the issuance of options to purchase up to 2,000,000   
shares of the Company's Common Stock.                                           

The Plan allows the Board to grant stock options from time to time to 
employees, officers, directors and consultants of the Company. The Board has the
power to determine at the time that the option is granted whether the option    
will be an Incentive Stock Option (an option which qualifies under Section 422  
of the Internal Revenue Code of 1986) or an option which is not an Incentive    
Stock Option. Vesting provisions are determined by the Board at the time options
are granted. The option price for any option will be no less than the fair      
market value of the Common Stock on the date the option is granted and unless   
otherwise stated on the option, each option is exercisable for 10 years.        

 Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not      
record any expense upon the grant of options, regardless of whether or not they 
are incentive stock options. Generally, there will be no federal income tax     
consequences to the Company in connection with Incentive Stock Options granted  
under the Plan. With regard to options that are not Incentive Stock Options, the
Company will ordinarily be entitled to deductions for income tax purposes of the
amount that option holders report as ordinary income upon the exercise of such  
options, in the year such income is reported.                                   

     The Company has outstanding options to purchase a total of 1,351,000 shares
of common stock at prices ranging from $0.875 to $3.26 per share under the Plan.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.       

The following table sets forth, as of December 31, 2001, the stock    
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, each officer and director        
individually, and all officers and directors as a group. Each person has sole   
voting and investment power over the shares except as noted:                    

    AMOUNT AND
NAME AND ADDRESS                 NATURE OF BENE-          PERCENT           
OF BENEFICIAL OWNERS               FICIAL OWNERSHIP         OF CLASS            
-------------------------          ----------------         --------            

Henry B. Schur                      1,252,500 (1)            10.2%              
376 Ansin Boulevard                                                             
Hallandale, FL  33009                                                           

Debra L. Ross                       1,252,500 (2)            10.2%              
376 Ansin Boulevard                                                             
Hallandale, FL  33009                                                           

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Joel Marcus                           290,000 (4)             2.4%              
676 West Prospect Road                                                          
Fort Lauderdale, FL  33309                                                      

Kenneth H. Robertson                3,294,444 (5)            21.8%              
No. 206                                                                         
855 S. Federal Highway                                                          
Boca Raton, FL 33432                                                            

Gerald M. Wochna                    3,094,444 (6)            21.8%              
No. 206                                                                         
855 S. Federal Highway                                                          
Boca Raton, FL 33432                                                            

Sherman O. Jones                    104,530 (3 & 7)           0.9%              
12026 N. 81st Street                                                            
Scottsdale, AZ  85206                                                           

Software & Healthcare               1,000,000                 8.3%              
Technology Fund, LLC                                                            
No. 206                                                                         
855 S. Federal Highway                                                          
Boca Raton, FL 33432                                                            

Robertson & Partners, LLC           1,600,000                13.2%              
855 S. Federal Highway,                                                         
Boca Raton, FL 33432                                                            

R & P Venture Fund II, LLC            444,444                 3.7%              
855 S. Federal Highway                                                          
Boca Raton, Fl. 33432                                                           

International Technologies            700,000                 5.8%              
Ltd.                                                                          
c/o William Smith                                                               
P.O. Box F-40729                                                                
Freeport, Bahamas                                                               

All Directors and Executive         5,491,444                 45.7%             
Officers as a group(6 Persons)                                                  
-----------------------                                                         

(1)  Includes 862,500 shares held of record by Mr. Schur's wife, Debra Ross,    
  80,000 shares held by Mr. Schur's daughter, 100,000 shares held in trust
 for Mr. Schur's daughter, 200,000 shares underlying options held by Mr.
Schur, and 10,000 shares underlying options held by Mr. Schur's wife. 

(2)  Includes 862,500 shares held directly by Mrs. Ross, 80,000 shares held     
by Mrs. Ross' daughter, 100,000 shares held in trust for Mrs. Ross'   
 daughter, 200,000 shares underlying options held by Mrs. Ross' husband,
and 10,000 shares underlying options held by Mrs. Ross.               

(3)  Includes 30,000 shares held directly and 300,000 underlying options held by
Mr. Colin Jones the former president.                                 

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(4)  Includes 90,000 shares held directly and 200,000 shares underlying stock   
options held by Mr. Marcus.                                           

(5)  Represents 50,000 shares underlying options held by Mr. Robertson;         
1,600,000 shares held by Robertson & Partners, L.L.C. ("R&P") and     
150,000 shares held by Robertson wife and family members and      
1,000,000 shares held by Software & Healthcare Technology Fund, L.L.C.
 444,444 shares held by R&P Venture Fund II, LLC. Mr. Robertson is a
     majority owner and a manager of Software & Healthcare Tech. Fund, Robertson
     & Partners LLC. and R&P Venture Fund II. Mr. Robertson therefore has shared
voting and shared investment control over the 3,294,444 shares.       

(6)  Represents 50,000 shares underlying options held by Mr. Wochna;1,600,000   
shares held by Robertson & Partners, L.L.C., 1,000,000 shares held by 
  Software & Healthcare Technology Fund, LLC. ("SHTF"), and 444,444 shares
  held by R&P Venture Fund II, LLC. Mr.Wochna, therefore has shared voting
and Investment control over the 3,144,444 shares.                     

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(7) Includes 102,500 shares held directly by Mr. Sherman Jones and 2,000 shares 
held by Mr. Sherman Jones Wife.                                                 

Robertson & Partners L.L.C. ("R&P") is affiliated with the Company in that      
Kenneth H. Robertson, who is a manager and a majority owner of R&P, is a        
Director of the Company. Gerald M. Wochna, who is a manager and 20% owner of    
R&P, is also a Director of the Company. Software & Healthcare Technology Fund,  
LLC ("SHTF") is managed by R&P and Kenneth H. Robertson is an investor in SHTF &
R&P Venture Fund II LLC.                                                        

  SHTF, R&P, Automated Health Technologies, Inc., Jennifer J. Schur Trust,
Joel Marcus, Debra L. Ross, Jennifer J. Schur, and the Joel Marcus Irrevocable  
Trust have agreed to vote the shares which they hold on the conditions and      
subject to the terms of a Stockholders' Agreement dated May 15, 1998.           

   There are no known agreements, the operation of which may at a subsequent
date result in a change in control of the Company.                              

The Company knows of no arrangement or understanding, the operation of
which may at a subsequent date result in a change of control of the Company.    

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

TRANSACTIONS INVOLVING THE COMPANY                                              

   During the year ended December 31, 1997, the Company entered into several
short term notes payable with Joel Marcus, a director of the Company, totaling  
$294,990, bearing interest at 10% per annum. Joel Marcus subsequently assigned  
these notes to International Technologies Ltd., a shareholder. As a of December 
31, 1997, $284,990 of these notes payable had expired terms. On April 2, 1998,  
the Company entered into an agreement with International Technologies Ltd. to   
extend the terms of the notes for a three year period with interest at 10% per  
annum. These notes will be amortized over the three year period with payments on
principal to be made only if the Company records pre-tax earnings in excess of  
the principal amount due. If an additional extension of time is necessary, this 
agreement grants an extension until such time as pre-tax profits are sufficient 
to amortize the loans over the three year period. Interest incurred under these 
notes totaled $34,170 and $29,499 during the years ended December 31, 1999 and  
1998, respectively. On January 1,2001, $14,291 of interest in arrears was       
converted to loan principle, increasing the balance of these notes payable to   
$309,281. interest expense incurred in connection with these loans totaled      
$30,928 for the years ended 2001 and 2000.                                      

 The investment in common stock at Dec.31,2000 represented the Company's
investment in 19% of the common stock of a privately held company in 1998. The  
Company did not exercise any influence over the operating and financial         
activities of this privately held company. During 2000, the Company reduced the 
carrying value of this Investment to its net realizable value. The amount of the
valuation allowance, $100,000 was reported as other expense in 2000. This stock 
was sold for $100,000 in October 2001 to provide the Company with working       
capital after the default of Vector on our technologies.                        

The Company, through its subsidiary ARETHREE, entered into a secured  
revolving demand note with a related partner, Robertson & Partners L.L.C. during
January                                                                         

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2002, collateralized by all of the assets of ARETHREE,Inc. The total available  
principal under this note is up to $1 million and accrues interest at 10% per   
annum. Interest is payable monthly and the principal balance is payable on      
demand. Cumulative borrowings through March 22, 2002 related to this note total 
$133,500.                                                                       

 During February 2002, pursuant to the terms of the Company's 1997 Stock
Option Plan, the Company granted options to purchase 649,000 shares of the      
Company's common stock at $0.10 per share through February 2007. Also, during   
February 2002, the Company resolved to issue 838,461 shares of common stock to  
the active operating officers and directors in satisfaction of accrued salaries 
in 2001 and reported at $16,770 and included in accrued expenses at December 31,
2001.                                                                           

STOCK SALES IN MAY AND JUNE 1998 AND STOCKHOLDERS' AGREEMENT                    

On May 15, 1998, the Company sold 1,000,000 shares of Common Stock to 
Software & Healthcare Technology Fund, L.L.C. ("SHTF") for $400,000 in cash and 
on June 30, 1998, the Company sold 1,600,000 shares of Common Stock to Robertson
& Partners, L.L.C. ("R&P") for $600,000 in cash. These sales were made pursuant 
to subscription agreements dated May 15, 1998. R&P is the managing member of    
SHTF. The Company also granted SHTF a 20-day right of first refusal with regard 
to any offerings of the Company's securities.                                   

In connection with these stock sales, SHTF, R&P, Automated Health     
Technologies, Inc. ("AHT"), Jennifer Schur, the Jennifer Schur Trust, Joel      
Marcus, The Joel Marcus Irrevocable Trust and Debra L. Ross, shareholders of the
Company, entered into a Stockholders' Agreement dated May 15, 1998, which       
provides, among other things, that the shareholders who are parties to the      
Shareholders' Agreement will vote their shares for certain director nominees    
selected by SHTF, R&P and AHT, and in such a manner as is necessary to carry out
the intent of the Stockholders' Agreement. For the Annual Meeting of            
Shareholders held on August 20, 1998, the nominees selected were Gerald M.      
Wochna, Kenneth H. Robertson and Colin N. Jones. (Colin Jones was added to the  
Board on April 10, 1998.) The Stockholders' Agreement also provides that during 
the term of that agreement none of the shareholders who are parties thereto will
transfer their shares except in accordance with the terms of the agreement.     

   The Company is also a party to the Stockholders' Agreement and has agreed
that it will not sell any of its securities in any transactions unless it       
provides the shareholders who are parties to the Stockholders' Agreement a      
preemptive right to purchase a pro rata portion of such securities on the same  
terms and conditions. This preemptive right will not apply to securities issued 
to any officer, director or employee of the Company under a benefit or          
compensation plan, or for services or assets (other than cash or notes).        

   The Company also granted "piggy-back" registration rights to SHTF and R&P
with respect to their shares of Common Stock under certain conditions.          

    Certain provisions of the Stockholders' Agreement, including those related
to the preemptive rights and piggyback registration rights terminate on the 90th
consecutive day on which the bid price of the Company's Common Stock exceeds    
$4.00 per share. The remaining provisions will terminate on May 15, 2005.       

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PART IV   

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.                                     

(a)  3.  EXHIBITS.                                                    

EXHIBIT                                                                         
NUMBER      DESCRIPTION                   LOCATION                              

3.1        Articles of Incorporation,    Incorporated by reference to         
  as Amended                    Exhibits 2.1, 2.2 and 2.3 to
                               the Registrant's Form 10-SB
                                Registration Statement filed
                    on April 4, 1996

3.2        Bylaws                        Incorporated by reference to         
                                   Exhibit 2.4 to the Registrant's
                                  Form 10-SB Registration State-
                               ment filed on April 4, 1996

3.3       Articles of Amendment to      Incorporated by reference to        
 Articles of Incorporation     Exhibit 3.3 to Registrant's
      dated March 28, 1997          Form SB-2 Registration Statement
                            (SEC File No. 333-67087)

3.4       Articles of Amendment to      Incorporated by reference to        
 Articles of Incorporation     Exhibit 3.4 to Registrant's
      dated August 20, 1998         Form SB-2 Registration Statement
                            (SEC File No. 333-67087)

10.1       1997 Stock Option Plan        Incorporated by reference to         
                                Exhibit 10.1 to Registrant's
                                    Form SB-2 Registration Statement
                            (SEC File No. 333-67087)

10.2       Share Exchange Agreement      Incorporated by reference to         
  with Automated Health         Exhibit 10.2 to Registrant's
      Technologies, Inc.            Form SB-2 Registration Statement
                            (SEC File No. 333-67087)

10.6       Software Agreement with       Incorporated by reference to         
  Software & Healthcare         Exhibit 10.6 to Registrant's
      Technology Fund, L.L.C.,      Form SB-2 Registration Statement
et al.                        (SEC File No. 333-67087)  

10.7       Business Lease with           Incorporated by reference to         
  Wedgewood Properties, FL,     Exhibit 10.7 to Registrant's
      Inc.                          Form SB-2 Registration Statement
                            (SEC File No. 333-67087)

10.8       Exclusive Licensing Agree-    Incorporated by reference to         
  ment with Vector Medical      Exhibit 10.9 to Registrant's
  Technologies, Inc. dated      Annual Report on Form 10-KSB
     April 13, 1999                for the year ended December 31,
        1998

10.9      Joint Venture Agreement        Incorporated by reference to         
      with HelveStar, S.A.          Exhibit 10.1 to the Registrant's
                                          Report on Form 8-K dated May 10, 1999.

21         Subsidiaries of the           Incorporated by reference to         
Registrant                    Exhibit 21 to Registrant's
                                    Form SB-2 Registration Statement
                            (SEC File No. 333-67087)

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23         Consent of Schmidt, Raines,   Filed herewith electronically        
Trieste, Dickenson & Adams,                             
P.L.                                                    

(b)  REPORTS ON FORM 8-K,                                                       

   The Company filed a report on Form 8-K on November 1, 2001, regarding the
termination of its Exclusive Licensing Agreement with Vector Medical            
Technologies, Inc.                                                              

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SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES

 CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2001 AND 2000

 TABLE OF CONTENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT                      F2       

FINANCIAL STATEMENTS                                                            

   CONSOLIDATED BALANCE SHEETS                                       F3 - F4
CONSOLIDATED STATEMENTS OF OPERATIONS                             F5  
CONSOLIDATED STATEMENTS OF CHANGES                                    
  IN STOCKHOLDERS' EQUITY (DEFICIT)                             F6
CONSOLIDATED STATEMENTS OF CASH FLOWS                             F7  
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                    F8-F22

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 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Board of Directors and Stockholders                                             
SMLX Technologies, Inc. and Subsidiaries                                        
Boca Raton, Florida                                                             

We have audited the accompanying consolidated balance sheets of SMLX            
Technologies, Inc. and Subsidiaries as of December 31, 2001 and 2000, and the   
related consolidated statements of operations, changes in stockholders' equity  
(deficit) and cash flows for the years then ended. These consolidated financial 
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these consolidated financial         
statements based on our audits.                                                 

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and       
perform the audits to obtain reasonable assurance about whether the financial   
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall     
financial statement presentation. We believe that our audits provide a          
reasonable basis for our opinion.                                               

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of SMLX Technologies,  
Inc. and Subsidiaries as of December 31, 2001 and 2000 and the results of their 
operations and their cash flows for the years then ended in conformity with     
accounting principles generally accepted in the United States of America.       

The accompanying consolidated financial statements have been prepared assuming  
that the Company will continue as a going concern. As shown in the consolidated 
financial statements, the Company incurred a net loss of $625,642 during the    
year ended December 31, 2001, and has incurred substantial net losses for each  
year since its inception. These conditions raise substantial doubt about the    
Company's ability to continue as a going concern. Management's plans regarding  
these matters are described in Note 2. The consolidated financial statements do 
not include any adjustments that might result from the outcome of this          
uncertainty.                                                                    

 SCHMIDT, RAINES, TRIESTE,
DICKENSON & ADAMS, P. L.

March 22, 2002                                                                  
Boca Raton, Florida                                                             

F-2 

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SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000

ASSETS

                                                           2001             2000
                                                    --------------  ------------
Current assets:                                                                 
 Cash                                               $        7,968 $       8,799
 Accounts receivable                                           344         6,164
 Prepaid expenses                                           14,496        17,918
 Inventory                                                  91,105       150,092
                                                     -------------  ------------
  Total current assets                                     113,913       182,973
                                                     -------------  ------------

Equipment and leasehold improvements,                                           
net of accumulated depreciation of                                        
   2001 $391,520; 2000 $300,199                            282,102       333,762
                                                     -------------  ------------

Other assets:                                                                   
Patents and trademarks, net of                                                
accumulated amortization                                                    
  of 2001 $3,988; 2000 $2,479                              145,250       135,914
 Deposits                                                    6,611        10,862
Other intangible assets, net of                                               
  accumulated amortization                                   - 0 -           276
 Investment in common stock                                  - 0 -       100,000
                                                     -------------  ------------
                                                           151,861       247,052
                                                     -------------  ------------
                                                    $      547,876 $     763,787
                                                     =============  ============

    The accompanying notes are an integral part of these financial statements.

 - F-3 -

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SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS (CONTINUED)
DECEMBER 31, 2001 AND 2000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                        [Enlarge/Download Table]


                                                                   2001                        2000            
                                                         -------------------------- ---------------------------
                                                                                                               
Current liabilities:                                                                                           
 Accounts payable and accrued expenses                  $                  649,586 $                   261,113 
 Current portion of notes payable                                          173,629                     145,646 
 Customer and other deposits                                               100,000                      16,100 
                                                         -------------------------- ---------------------------
  Total current liabilities                                                923,215                     422,859 
                                                         -------------------------- ---------------------------

Notes payable, net of current portion                                      436,156                     526,781 
                                                         -------------------------- ---------------------------

Commitments and contingencies                                                                                  

Stockholders' equity (deficit):                                                                                
 Common stock, $.0001 par value, 100,000,000 shares                                                            
  authorized, 12,004,648 shares issued and outstanding                                                         
  at December 31, 2001 and 2000                                              1,154                       1,154 
 Preferred stock, $.0001 par value, 10,000,000 shares                                                          
  authorized, no shares issued or outstanding                                - 0 -                       - 0 - 
 Additional paid-in capital                                              2,438,207                   2,438,207 
 Accumulated deficit                                                   (3,250,856)                 (2,625,214) 
                                                         -------------------------- ---------------------------
                                                                         (811,495)                   (185,853) 
                                                         -------------------------- ---------------------------
                                                        $                 547,876   $                 763,787  
                                                         ========================== ===========================

The accompanying notes are an integral part of these financial statements.

 - F-4 -

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SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                        [Enlarge/Download Table]


                                                                             2001                 2000         
                                                                     -------------------  -------------------- 
                                                                                                               
Operating revenues:                                                                                            
 Vector - transdermal services                                       $      600,000       $      900,000       
 Vector - cosmeceutical technology                                           75,000              300,000       
 Vector - electro-sensor technology                                           - 0 -               80,800       
 Vector - other                                                              43,000                - 0 -       
 Product sales                                                               58,519              332,587       
                                                                     -------------------  -------------------- 
  Total operating revenues                                                  776,519            1,613,387       

Cost of research and development services and product sales:                                                   
 Research and development services                                          172,397              223,858       
 Product sales                                                               38,532              202,889       
                                                                     -------------------  -------------------- 
  Total cost of research and development services and product sales         210,929              426,747       
                                                                     -------------------  -------------------- 

Gross profit                                                                565,590            1,186,640       
                                                                     -------------------  -------------------- 

Operating expenses:                                                                                            
 Provision for write down of inventory                                      146,580                - 0 -       
 Legal fees                                                                 440,957              632,698       
 Consulting and compliance fees                                              57,672               99,204       
 Other selling, general and administrative expenses                         394,716              457,833       
 Depreciation and amortization expense                                       93,106              106,606       
                                                                     -------------------  -------------------- 
  Total operating expenses                                                1,133,031            1,296,341       
                                                                     -------------------  -------------------- 

Net loss from operations                                                   (567,441)            (109,701)      

Other income (expense):                                                                                        
 Investment valuation adjustment                                               - 0 -            (100,000)      
 Loss on disposal of assets                                                    - 0 -              (1,115)      
 Interest expense                                                           (31,374)             (35,152)      
 Attorneys fees awarded to defendant                                        (23,050)                - 0 -      
 Fine and restitution                                                          - 0 -            (347,500)      
 Other income                                                                 6,223               28,822       
 Other expense                                                              (10,000)                - 0 -      
                                                                     -------------------  -------------------- 
  Total other income (expense)                                              (58,201)            (454,945)      
                                                                     -------------------  -------------------- 

Net loss before income taxes                                               (625,642)            (564,646)      
Income taxes                                                                   - 0 -                - 0 -      
                                                                     -------------------  -------------------- 
Net loss                                                             $     (625,642)      $     (564,646)      
                                                                     ===================  ==================== 

Loss per common share                                                $        (0.05)      $         (0.05)     
                                                                     ===================  =====================
Weighted average number of shares                                        12,004,648            11,920,210      
                                                                     ===================  =====================

The accompanying notes are an integral part of these financial statements.

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SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
 Total

                                                        [Enlarge/Download Table]

                                           Common stock                                                         Stockholders'  
                                    ---------------------------------       Paid-in         Accumulated            Equity      
                                        Issued            Amount            Capital           Deficit            (Deficit)     
                                    --------------   ----------------  -----------------  -----------------  ------------------

                                                                                                                               
 Balance, December 31, 1999            11,544,648    $        1,154    $      2,450,516   $    (2,060,568)   $        391,102  

Shares issued pursuant to a writ                                                                                               
 of mandamus issued by the Circuit                                                                                             
 Court of Miami-Dade County in                                                                                                 
 connection with a lawsuit filed                                                                                               
 against the Company                      460,000              - 0 -              - 0 -              - 0 -               - 0 - 
Stock issuance costs                        - 0 -              - 0 -            (12,309)             - 0 -            (12,309) 
Net loss                                    - 0 -              - 0 -              - 0 -          (564,646)           (564,646) 
                                    --------------   ----------------  -----------------  -----------------  ------------------

 Balance, December 31, 2000            12,004,648              1,154          2,438,207        (2,625,214)           (185,853) 

Net loss                                    - 0 -              - 0 -              - 0 -          (625,642)           (625,642) 
                                    --------------   ----------------  -----------------  -----------------  ------------------

 Balance, December 31, 2001            12,004,648    $         1,154   $      2,438,207   $    (3,250,856)   $       (811,495) 
                                    ==============   ================  =================  =================  ==================

The accompanying notes are an integral part of these financial statements.

 - F-6 -

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SMLX TECHNOLOGIES, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                        [Enlarge/Download Table]


                                                                2001                      2000            
                                                      ------------------------- --------------------------
                                                                                                          
OPERATING ACTIVITIES                                                                                      
 Net loss                                             $     (625,642)           $      (564,646)          
 Adjustments to reconcile net loss to net cash                                                            
  provided by (used in) operating activities:                                                             
  Depreciation and amortization                               93,106                    106,606           
  Provision for write down of inventory                      146,580                      - 0 -           
  Loss on sale of assets                                       - 0 -                      1,115           
  Valuation reduction of investment in common stock            - 0 -                    100,000           
  Attorneys fees awarded to defendant                         23,050                      - 0 -           
  (Increase) decrease in:                                                                                 
  Accounts receivable                                          5,820                        (93)          
  Prepaid expenses                                             3,422                      5,381           
  Inventory                                                  (87,593)                   (20,694)          
  Deposits                                                     4,251                     (2,670)          
  Increase (decrease) in:                                                                                 
  Accounts payable and accrued expenses                      399,052                    432,740           
  Customer and other deposits                                 83,900                   (164,741)          
                                                      ------------------------- --------------------------
 Net cash provided by (used in) operating activities          45,946                   (107,002)          
                                                      ------------------------- --------------------------

INVESTING ACTIVITIES                                                                                      
 Proceeds from sale of fixed assets                            - 0 -                      2,840           
 Proceeds from sale of investment in common stock            100,000                      - 0 -           
 Acquisition of fixed assets and patents                     (50,506)                   (72,843)          

                                                      ------------------------- --------------------------
 Net cash provided by (used in) investing activities          49,494                    (70,003)          
                                                      ------------------------- --------------------------

FINANCING ACTIVITIES                                                                                      
 Payments for stock issuance costs                             - 0 -                    (12,309)          
 Payments on notes payable                                   (96,271)                   (16,913)          
                                                      ------------------------- --------------------------
 Net cash used in financing activities                       (96,271)                   (29,222)          
                                                      ------------------------- --------------------------

Net decrease in cash                                            (831)                  (206,227)          

Cash - beginning of year                                       8,799                    215,026           
                                                      ------------------------- --------------------------
Cash - end of year                                    $        7,968            $         8,799           
                                                      ========================= ==========================

The accompanying notes are an integral part of these financial statements.

 - F-7 -

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NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    

Nature of Operations                                                  

     SMLX Technologies, Inc. (f/k/a Simplex Medical Systems, Inc.) was
   formed on June 6, 1995 and was in the development stage through
          December 31, 1997. The year ended December 31, 1998 was the first year
during which it was considered an operating company.        

     Since inception, SMLX Technologies, Inc. (the "Company") has been
         engaged in research and development activities. The Company's primary
 focus has been on the development, acquisition, marketing and
       manufacture of medical diagnostic and dental products. In addition,
      the Company pursues regulatory clearance and patent protection for
  many of its products. The Company has patented and proprietary
   technology in the fields of point of use medical and veterinary
        diagnostics, dental therapeutic devices, pharmaceutical products and
 consumer products. The Company utilizes outside manufacturing
        facilities for the production of its products and final packaging to
         third parties. Within the United States, the Company has received FDA
          registration on one of its dental products. The Company's major source
    of revenue during the years ended December 31, 2001 and 2000 was
      derived from research and development contracts with outside third
parties.                                                    

         The financial statements include the accounts of the Company's wholly
   owned subsidiaries, SMLX Technologies of Florida, Inc., Analyte
         Diagnostics, Inc. and IRT Management Corp. and ARETHREE, Inc. Analyte
         Diagnostics, Inc. was a predecessor corporation to SMLX Technologies,
       Inc. which was formed on September 15, 1995. The two companies were
      merged into SMLX Technologies, Inc., on October 31, 1995, with all
          account balances recorded at cost. At the time, the Company had a 1 to
          200 reverse stock split. Subsequently, the Company had a 2 for 1 stock
        split. All share references give effect to the post split plans. IRT
       Management Corp. was incorporated on January 14, 1997 with the sole
          purpose of obtaining FDA approval on the Company's products. ARETHREE,
   Inc. was incorporated on November 7, 2001 to develop and market
          cosmeceutical and transdermal technology and products related to them.

      On September 21, 2001, SMLX Technologies of Florida, Inc., Analyte
    Diagnostics, Inc. and IRT Management Corp. were administratively
dissolved and all assets were assigned and delivered to SMLX
Technologies, Inc.                                          

Summary of Significant Accounting Policies                            

Principles of  Consolidation                                      

      The consolidated financial statements include the accounts of SMLX
Technologies, Inc., and its wholly owned subsidiaries SMLX  
 Technologies of Florida, Inc., Analyte Diagnostics, Inc., IRT
     Management Corp. and ARETHREE, Inc. All intercompany accounts and
transactions have been eliminated in consolidation.         

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NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
(CONTINUED)                                                                     

Accounts Receivable                                               

          No allowance for doubtful accounts is provided, as all receivables are
considered collectible.                                     

Inventory                                                         

         Inventory consists of finished goods and raw materials as of December
   31, 2001 and 2000 and is stated at the lower of cost (first-in,
first-out method) or market.                                

Equipment                                                         

          Equipment is stated at cost and is depreciated using the straight-line
    method over the estimated useful lives of the respective assets.
Expenditures for maintenance and repairs are charged against
operations as incurred.                                     

Estimates                                                         

         The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
    management to make estimates and assumptions that affect certain
       reported amounts and disclosures. Accordingly, actual results could
differ from those estimates.                                

Patents and Trademarks                                            

        The cost of patents and trademarks acquired are being amortized on a
          straight-line basis over their estimated useful lives, ranging from 10
        to 17 years, beginning when the trademarks and patents are approved.

Impairment of Long-Lived Assets                                   

      The Company periodically reviews its long-lived assets and certain
     identifiable intangibles in order to determine if such assets are
       impaired. When an asset is determined to be impaired, it is written
down to its estimated fair market value.                    

Revenue Recognition                                               

        Revenue from research and development services is deemed earned when
       received. Revenue from product sales is recognized upon shipment of
          goods to the customer. License fee revenue is recognized upon receipt.

Research and Development Costs                                    

          Research and development costs are charged to operations when incurred
  and are included in cost of research and development services.

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NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
(CONTINUED)                                                                     

Advertising Costs                                                 

          Advertising costs are charged to operations when incurred. Advertising
      expense incurred during the years ended December 31, 2001 and 2000
totaled $15,565 and $880, respectively.                     

Stock Based Compensation                                          

       The Company accounts for its stock based compensation in accordance
     with Statement of Financial Accounting Standards ("SFAS") No. 123
        which allows the Company to account for all stock based compensation
      arrangements under which employees receive shares of the Company's
      stock under Accounting Principles Board ("APB") Opinion No. 25 and
make the related disclosures under SFAS 123. Accordingly, no
       compensation cost has been recognized in the accompanying financial
statements related to stock options.                        

Earnings per Share                                                

         The Company adopted SFAS No. 128, "Earnings Per Share", in 1997. SFAS
128 establishes accounting standards for the computation,   
      presentation, and disclosure of earnings per share information for
       entities with publicly held common stock or potential common stock.

       Net loss per share is computed on the basis of the weighted average
         number of shares actually outstanding during the years ended December
     31, 2001 and 2000. Options to purchase 1,351,000 shares of common
     stock during the years ended December 31, 2001 and 2000, were not
       included in computing net loss per share because the effect of such
   inclusion would be to decrease the reported net loss per share.

Income Taxes                                                      

       The Company accounts for income taxes under the liability method in
       accordance with Statement of Financial Accounting Standards No. 109
       "Accounting for Income Taxes". Deferred income taxes are determined
      based upon the difference between the financial statement carrying
      amount and the tax basis of assets and liabilities using tax rates
      expected to be in effect in the years in which the differences are
expected to reverse.                                        

Comprehensive Income or Loss                                      

        The Company has no components of other comprehensive income or loss,
   accordingly, net loss equals comprehensive loss for all periods
presented.                                                  

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NOTE 2 - BASIS OF PRESENTATION AND CONTINUED EXISTENCE                          

    The accompanying financial statements have been prepared assuming that the
    Company will continue as a going concern. Since inception, the Company has
experienced significant losses and has been dependent upon loans from 
     stockholders and other third parties, as well as sale of stock, in order to
fund operations to date.                                              

  Management believes that income generated from the sale of cosmeceutical
products and dental and industrial air abrasion devices will provide  
  sufficient cash flow resources to fund the operations of the Company. In
the event that sufficient cash flow is not provided by such sales,    
  management believes that the Company's agreement to borrow funds through
ARETHREE, Inc. from a related party (Robertson & Partners, LLC), as   
described at Note 18 will provide the additional required cash flow   
resources to fund the operations of the Company.                      

The financial statements do not include any adjustments to reflect the
    possible future effects on the recoverability and classification of assets
    or the amounts and classifications of liabilities that may result from the
possible inability of the Company to continue as a going concern.     

NOTE 3 - INVENTORIES                                                            

Inventories, which consist of finished goods and raw materials, total 
$91,105 and $150,092 at December 31, 2001 and 2000, respectively.     
     Inventories at December 31, 2001 reflect a valuation allowance of $146,500,
     which reduces certain inventories to their estimated net realizable values.
There was no valuation allowance at December 31, 2000. It is at least 
reasonably possible that, based on management's evaluations of the net
    realizable value of inventory, the Company's estimated inventory valuation
allowance could change in 2002 and future years.                      

NOTE 4 - EQUIPMENT AND LEASEHOLD IMPROVEMENTS                                   

    Equipment and leasehold improvements consists of the following at December
31, 2001 and 2000:                                                    

                                                        [Enlarge/Download Table]

                                  Useful Life                                         
                                  (in Years)            2001               2000       
                                ----------------  -----------------  -----------------
                                                                                      
Computer equipment                     5          $       41,881     $       39,536   
Office furniture and equipment        5-7                 21,680             21,680   
Shop equipment                        5-7                276,821            273,805   
Computer software                      3                   5,779              5,779   
Molds                                  5                 138,655            104,355   
Leasehold improvements                 9                 188,806            188,806   
                                                  -----------------  -----------------

                                                         673,622            633,961   

Less: accumulated depreciation                          (391,520)          (300,199)  
                                                  -----------------  -----------------

                                                  $      282,102     $      333,762   
                                                  =================  =================

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NOTE 4 - EQUIPMENT AND LEASEHOLD IMPROVEMENTS (CONTINUED)                       

Depreciation expense totaled $91,321 and $104,558 for the years ended 
December 31, 2001 and 2000, respectively.                             

NOTE 5 - INVESTMENT IN COMMON STOCK                                             

   Investment in common stock at December 31, 2000 represented the Company's
  investment in 19% of the common stock of a privately held company in May
     1998. The Company did not exercise significant influence over the operating
   and financial activities of this privately held company. During 2000, the
    Company reduced the carrying value of this investment to its estimated net
realizable value. The amount of the valuation allowance, $100,000, is 
    reported as other expense in 2000. During 2001 the Company sold its entire
   interest in the privately held company to a relative of the President and
    Director of the Company for $100,000 to provide working capital subsequent
   to Vector's default and non-payment of royalties related to the agreement
described in Note 16.                                                 

NOTE 6 - NOTES PAYABLE                                                          

   During the year ended December 31, 1997, the Company entered into several
 short term notes payable with a director/shareholder totaling $294,990,
   bearing interest at 10% per annum. These notes were subsequently assigned
to another shareholder. On April 2, 1998, the Company entered into an 
     agreement with the shareholder to extend the terms of the notes for a three
    year period with interest at 10% per annum. These notes shall be amortized
  over the three year period with payments on principal to be made only if
     the Company records pre-tax earnings in excess of the principal amount due.
   If an additional extension of time is necessary, this agreement grants an
   extension until such a time as pre-tax profits are sufficient to amortize
the loans over the three year period. On January 1, 2000, $14,291 of  
     accrued interest was converted to loan principal, increasing the balance of
    these notes payable to $309,281. Due to the fact that the Company does not
    anticipate pre-tax earnings sufficient to require repayment of these loans
 in the year 2002, these notes payable have been classified as long-term
debt as of December 31, 2001.                                         

   The Company, in cooperation with the government, agreed to enter a guilty
  plea to an FDA violation related to a former product of the Company. The
Company was sentenced on April 30, 2001 to a fine of $150,000 and     
  restitution of $197,500. Through December 31, 2001, the Company has paid
    $60,000 to the U.S. Clerk of Court related to these amounts. Additionally,
  the case styled the C&O Trading Corp. v. Analyte Diagnostics, Inc., SMLX
  Technologies of Florida, Inc. f/k/a Simplex Medical Systems, Inc., Giant
  Export Management Corp. (arbitration proceeding) was settled during 2001
   for $82,500 to be paid in monthly installments of $6,875. Payments to C&O
   under this settlement offset the $72,500 restitution due to C&O under the
     plea agreement. The difference of $10,000 is included in other expenses for
  the year ended December 31, 2001. Through December 31, 2001, the Company
has paid $20,625 to C&O under this settlement. At December 31, 2000,  
$347,500 was included as accrued fine and restitution. The Company has
     retroactively reclassified the presentation of this amount as notes payable
   in the Consolidated Balance Sheet for the year ended December 31, 2000 to
     conform to the classification adopted for the year ended December 31, 2001.

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NOTE 6 - NOTES PAYABLE (CONTINUED)                                              

    Notes payable as of December 31, 2001 and 2000 consisted of the following:

                                                        [Enlarge/Download Table]


                                                        2001                2000        
                                                ------------------   -------------------
                                                                                        
Notes payable, shareholder, interest                                                    
payable at 10% per annum, payable as                                                    
described above and in Note 9.                    $    309,281         $    309,281     

Notes payable, U.S. Clerk of Court and                                                  
C&O Trading Corp., payable as described above.         276,875              347,500     

Note payable, to an individual,                                                         
representing  attorney's fees plus                                                      
interest related to SMLX Technologies,                                                  
Inc. v. Reuben Hertz, Case No. 99-016538                                                
(13) (Circuit Court, Broward County)                                                    
voluntarily dismissed by the Company,                                                   
payable in monthly installments of                                                      
$5,000, final payment due May 31, 2002.                 23,629                - 0 -     

Note payable, third party, due in                                                       
monthly payments of $1,648, including                                                   
interest which is calculated at 11.46%                                                  
per annum, final payment due October,                                                   
2001; collateralized by equipment.                      - 0 -                15,646     
                                                ------------------   -------------------

                                                       609,785              672,427     

Less: current maturities                              (173,629)            (145,646)    
                                                ------------------   -------------------

                                               $       436,156      $       526,781     
                                                ==================   ===================

   Aggregate annual maturities of the notes payable at December 31, 2001 are
as follows:                                                           

During the year ending                                        
December 31,                                                  
-------------------------                                     

2002                       $   173,629    
2003                           429,281    
2004                             6,875    
                          ------------

                       $   609,785
                          ============

Interest expense totaled $31,374 and $35,152 during the years ended   
December 31, 2001 and 2000, respectively.                             

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NOTE 7 - CUSTOMER AND OTHER DEPOSITS                                            

  Included in customer and other deposits at December 31, 2001 is $100,000
received from a customer as a deposit towards the future sale of      
cosmeceutical products.                                               

  Included in customer and other deposits at December 31, 2000 was $16,100
     received from an individual as a deposit on stock to be issued at $1.00 per
    share. During 2001, $10,000 was refunded to the individual. The additional
$6,100 is reported as other income during 2001.                       

NOTE 8 - LEASES                                                                 

    The Company is currently renting office and warehouse space in Hallandale,
    Florida pursuant to a five-year lease agreement which began April 1, 1998.
This five-year lease agreement requires monthly rental payments of    
 approximately $5,030, including sales tax. The rental payment amount is
  subject to annual increase. The Company has the option at the end of the
lease term to renew the lease for an additional five years.           

Minimum annual rental payments are as follows:                        

During the year ending                        
December 31,                                  
--------------------------                    

            2002                         $    60,360
            2003                              15,090
                                            ------------

                                         $    75,450
                                            ============

  Rent expense for the years ended December 31, 2001 and December 31, 2000
totaled $67,280 and $55,832 respectively.                             

NOTE 9 - RELATED PARTY TRANSACTIONS                                             

Notes Payable                                                         

        A director and shareholder loaned the Company a total of $294,990 at
      various times during the year ended December 31, 1997. These notes
        were subsequently assigned to another shareholder of the Company. On
         January 1, 2000, $14,291 of interest in arrears was converted to loan
         principal, increasing the balance of these notes payable to $309,281.
         These notes were outstanding as of December 31, 2001 and 2000 and are
     discussed in Note 6. Interest expense incurred in connection with
         these loans totaled $30,928 for the years ended December 31, 2001 and
         2000. Approximately $20,580 of interest due related to these loans is
          included in accounts payable at December 31, 2001. No interest was due
related to these loans at December 31, 2000.                

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NOTE 9 - RELATED PARTY TRANSACTIONS (CONTINUED)                                 

Sale of Investment in Common Stock                                    

       As described in Note 5, the Company sold its interest in the common
        stock of a privately held company to a relative of the President and
    Director of the Company to provide working capital subsequent to
          Vector's default and non-payment of royalties related to the agreement
described in Note 16.                                       

Stockholders' Agreement                                               

        During 1998, the Company entered into a Stockholders' Agreement with
        eight shareholders. Among other things, this agreement provides that
       the Company will not sell any of its securities in any transactions
          unless it provides the shareholders who are parties to the agreement a
         preemptive right to purchase a pro rata portion of such securities on
          the same terms and conditions. This preemptive right will not apply to
         securities issued to any officer, director or employee of the Company
         under a benefit or compensation plan or for services or assets, other
     than cash or notes. In addition, the Company granted "piggy-back"
        registration rights to Software & Healthcare Technology Fund, L.L.C.
          ("SHTF") and Robertson & Partners, L.L.C. with respect to their shares
          of common stock under certain conditions as outlined in the agreement.
         The "piggy back" provisions terminate on the later of May 15, 2000 or
         the ninetieth consecutive day on which the bid price of the Company's
       common stock exceeds $4.00 per share on the publicly traded market.
    All other provisions of the agreement terminate on May 15, 2005.

Revenue                                                               

          During the year ended December 31, 2000, the Company received $306,355
        from its affiliate, BioStar, S.A. for product sales. This represents
          approximately 19% of the Company's total revenue during the year ended
          December 31, 2000. As discussed in Note 15, the Company filed suit for
     damages and to void the joint venture agreement that outlined the
       formation and capitalization of BioStar, to be funded by HelveStar,
    S.A. who was to own sixty percent, with the Company owning forty
percent.                                                    

NOTE 10 - SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION                      

As of December 31, 2001, capitalized patent costs totaling $5,115 were
included in accounts payable.                                         

    During the years ended December 31, 2001 and 2000 cash paid by the Company
for interest totaled $10,208 and $37,570, respectively.               

    During the year ended December 31, 2000, accrued interest totaling $14,291
was converted to loan principal.                                      

 At December 31, 2000, stock issuance costs and capitalized patent costs
    totaling $253 and $1,330, respectively, were included in accounts payable.

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NOTE 11 - FAIR VALUE OF FINANCIAL INSTRUMENTS                                   

    The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to 
estimate that value:                                                  

Notes Payable                                                         

          The carrying amount approximates fair value because the same terms and
interest rates could be obtained for similar maturities.    

Stock Options                                                         

     It is not practicable to estimate the fair value of the Company's
      stock options because they are subject to trading restrictions and
lack quoted market prices.                                  

NOTE 12 - STOCK OPTIONS                                                         

     In August 1997, the Board of Directors granted certain employees, directors
     and consultants of the Company stock options pursuant to the Company's 1997
    Stock Option Plan. A total of 2,000,000 shares of the Company's stock have
been reserved for the options to be granted under this plan. Eligible 
     participants include any employee, officer, director or consultant that the
Board of Directors, in its sole discretion, designates is eligible to 
     participate in this Plan. The option exercise price is stated on the option
grant and shall not be less than 100% of the fair market value of the 
 shares on the date of the grant or the par value, whichever is greater.
   Unless otherwise stated on the option, each option is exercisable for ten
     years. As of December 31, 2001, the options granted under this plan totaled
  1,350,000 shares exercisable between August 27, 2002 and May 26, 2004 at
prices ranging from $0.88 to $3.26 per share.                         

In addition to the options outstanding under the Company's 1997 Stock 
     Option Plan, during October 1998, the Company granted an option to purchase
1,000 shares of the Company's common stock at $1.50 per share through 
October 2, 2003.                                                      

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NOTE 12 - STOCK OPTIONS (CONTINUED)                                             

    The following summarizes the status of the Company's stock options for the
years ended December 31, 2001 and 2000:                               

                                                              Weighted-Average
                                                Shares        Exercise Price
                                              -------------   ----------------
 Outstanding at January 1, 2000          1,301,000         $1.49
 Granted and exercisable                    50,000         $0.88
Exercised                                   - 0 -             
Forfeited                                   - 0 -             
                                              -------------   ----------------

 Outstanding at December 31, 2000        1,351,000         $1.46
Granted and exercisable                     - 0 -             
Exercised                                   - 0 -             
Forfeited                                   - 0 -             
                                              -------------   ----------------

 Outstanding at December 31, 2001        1,351,000         $1.46
                                              =============   ================

 The Company applies APB Opinion No. 25, "Accounting for Stock Issued to
Employees", and related interpretations in accounting for its stock   
options. Accordingly, no compensation cost has been recognized in the 
  accompanying financial statements related to stock options. The weighted
  average fair value of options granted during the year ended December 31,
2000 was $0.09. This value was computed using the Black-Scholes option
 pricing model with the following assumptions: expected life of 3 years;
    expected volatility of 277% and 299% for the years ended December 31, 2001
and 2000, respectively; and a risk free interest rate of 6%. No stock 
options were granted during the year ended December 31, 2001. Had     
    compensation cost for the Company's stock options granted during 2000 been
   determined based on the fair value at the grant dates consistent with the
method of FASB No. 123, "Accounting for Stock-Based Compensation", the
 Company's net loss for the year ended December 31, 2000 would have been
$569,216 ($0.05 per share).                                           

The Black-Scholes option valuation model was developed for use in     
estimating the fair value of traded options which have no vesting     
restrictions and are fully transferable. In addition, option valuation
models require the use of highly subjective assumptions. Because the  
Company's stock options have characteristics that are significantly   
different from traded options and because changes in the valuation    
    assumptions can materially affect the fair value estimate, in management's
   opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.              

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NOTE 13 - INCOME TAXES                                                          

   The Company has incurred tax operating losses and therefore has generated
no income tax liabilities. As of December 31, 2001, the Company has   
generated net tax operating loss carryforwards totaling approximately 
  $2,750,000, which are available to offset future taxable income, if any.
  These loss carryforwards expire beginning in 2010. Due to limitations on
    the utilization of loss carryforwards resulting from ownership changes and
  separate return limitations and the uncertainty that the Company and its
subsidiaries will be able to utilize the net operating losses, a 100% 
   valuation allowance has been recorded against the associated deferred tax
assets.                                                               

  The following summarizes the components of the net deferred tax asset at
December 31, 2001 and 2000:                                           

                                        2001                1999
                                         -----------------   -----------------
Deferred tax assets:                                    
            Net operating loss      $      935,000      $      740,000
carryforward                                  
             Valuation allowance           (935,000)           (740,000)
                                                             -----------------

       Net deferred tax asset       $        - 0 -      $        - 0 -
                                         =================   =================

NOTE 14 - STOCKHOLDERS' EQUITY (DEFICIT)                                        

Shares issued for cash                                                

       On May 15, 1998, the Company sold 1,000,000 shares of common stock to
    SHTF for $400,000 in cash. In addition, the Company sold 1,600,000
        shares of common stock to Robertson & Partners, L.L.C. for $600,000 in
       cash on June 30, 1998. These sales were made pursuant to subscription
    agreements dated May 15, 1998. Robertson & Partners, L.L.C. is the
        managing member of SHTF. The Company also granted SHTF a 120-day right
of first refusal with regard to any offerings of the Company's
securities.                                                   

Share Exchange Agreement                                              

       In connection with a Share Exchange Agreement dated May 20, 1998, the
        Company acquired a 19% interest in Automated Health Technologies, Inc.
      ("AHT"), a privately held company, in exchange for 500,000 shares of
     the Company's common stock. This agreement gives AHT shareholders a
         five year put option on an additional 1,000,000 shares of the Company's
      common stock in exchange for the remaining 81% of AHT's common stock
         under certain conditions as outlined in the agreement. The Company sold
100% of its investment in AHT during 2001.                    

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NOTE 15 - LEGAL PROCEEDINGS                                                     

Americare Diagnostics, Inc., Americare Health Scan, Inc., Americare   
    Transtech, Inc. International Medical Associates, Inc., Joseph P. D'Angelo
v. Technical Chemicals and Products, Inc., Jack L. Aronowitz, Simplex 
Medical Systems, Inc., Analyte Diagnostics, Inc., Henry B. Schur, SMLX
     Technologies, Inc. Case No. 97-3654-CIV-HUCK (Southern District of Florida,
  Miami Division). All claims against SMLX, Simplex and Analyte related to
  this suit were dismissed with prejudice on September 26, 2001, with each
party to pay its own attorney's fees and costs.                       

C&O Trading Corp. v. Analyte Diagnostics, Inc., SMLX Technologies of  
    Florida, Inc. f/k/a Simplex Medical Systems, Inc., Giant Export Management
     Corp. (arbitration proceeding). The case was settled for $82,500 to be paid
     in monthly installments of $6,875 per month. Through December 31, 2001, the
Company has paid $20,625 to C&O under this settlement. Pursuant to    
   settlement, all restitution amounts paid by the Company to the government
    and received by C&O in connection with United States v. SMLX Technologies,
Inc., detailed below, will be credited to SMLX and will reduce the    
corresponding amount owed to C&O in respect of this proceeding.       

United States v. SMLX Technologies, Inc., Case No. 00-6328-Cr-Ferguson
  (Southern District Court of Florida). During 2000, the government of the
   United States of America filed a complaint concerning a former product of
the Company, The Simplex Rapid HIV Test Kit, and whether the Kit was  
   manufactured in accordance with good manufacturing practices and received
FDA approval and clearances. The Company, in cooperation with the     
   government, agreed to enter a guilty plea to an FDA violation in the sale
of the Kits. The Company was sentenced on April, 30, 2001 to a fine of
     $150,000 and restitution of $197,500 and a probation period of 5 years. The
    settlement requires monthly payments of $10,000 to the U.S. Clerk of Court
related to these amounts. The most recent payment to the U.S. Clerk of
Court was paid on September 25, 2001. The judgement states that the   
   probation officer may on the basis of the corporation's financial status,
and with Court approval, adjust the schedule of payments to reduce or 
    accelerate payments of restitution and fines. Although formal approval has
   not been received through December 31, 2001, management believes that the
payment schedule may be adjusted to reduce or temporarily suspend the 
monthly payments currently due under the agreement. Additionally, the 
Company is required to obtain permission from the probation officer to
incur additional debt. During 2002, the Company borrowed funds from a 
   related party as described at Note 18. Formal approval from the probation
officer is pending.                                                   

    The amounts paid to C&O pursuant to the settlement reached in the case C&O
   Trading Corp. v. Analyte Diagnostics, Inc., SMLX Technologies of Florida,
 Inc. f/k/a Simplex Medical Systems, Inc., Giant Export Management Corp.
     (arbitration proceeding) as discussed above, will offset restitution due to
C&O.                                                                  

    Joseph P. D'Angelo, Americare Transtech, Inc., Americare Biologicals, Inc.
v. Henry B. Schur, Nicholas G. Levandoski, SMLX Technologies, Case No.
99-010263 (02) (Circuit Court, Broward County). On September 10, 2001,
 after a trial of the case, a final judgment was entered in favor of the
Company, holding that the Company owed nothing to plaintiffs. The     
plaintiffs have appealed the judgement, and that appeal is currently  
pending.                                                              

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NOTE 15 - LEGAL PROCEEDINGS (CONTINUED)                                         

   John Faro v. Simplex Medical Systems, Inc., Nicholas Levandoski, Henry B.
    Schur, John Trafton, Debra Ross, Case No. 98-19091 CA (04) (Circuit Court,
  Miami-Dade County). Complaint alleges breach of share transfer agreement
    for failure to timely transfer shares of Simplex, securities fraud, breach
    of consulting agreement, and civil theft (only against Schur, Trafton, and
  Ross) and tortuous interference (only against Schur, Trafton, and Ross).
     Shares have been put into escrow awaiting outcome of claim. Plaintiff seeks
damages against the Company in excess of $1 million.                  

   SMLX Technologies, Inc. v. Reuben Hertz, Case No. 99-016538 (13) (Circuit
     Court, Broward County). This claim by the Company was voluntarily dismissed
  on February 23, 2001. The court awarded attorney's fees in the amount of
$23,050 to be paid by the Company.                                    

  Superior Wholesale Products, Inc. v. Simplex Medical Systems, Inc., Case
No. 98-17352 CA (03) (Circuit Court, Miami-Dade County). The plaintiff
filed a complaint alleging breach of contract and interference with   
     business relationships, seeking $2.5 million in damages. The Company denies
the allegations of the complaint and has filed a counter-claim for    
  interference with business relationships and for defamation. The Company
intends to vigorously defend against the action. The case is pending. 

SMLX Technologies, Inc. v. H.E. Khundkar Khalid Ahmed Hossain, and    
 Helvestar S.A., Case No. 00-01429 (09) (Circuit Court, Broward County).
  Suit by the Company against the defendants for fraud, misrepresentation,
     and breach of fiduciary duty based on defendant Hossain's representation as
authorized agent of Helvestar, and alleges that defendants induced the
    Company, through misrepresentations, to enter into various agreements that
constituted a joint venture. The agreement outlined the formation and 
capitalization of BioStar, S.A. for the purposes of commercializing,  
    manufacturing, developing, marketing and selling the Company's present and
     future technologies and products. BioStar was to be funded by HelveStar who
   was to own sixty percent, with the Company owning forty percent. Upon the
   execution of this agreement, the Company granted HelveStar a stock option
     for 900,000 shares of the Company's stock at an exercise price of $1.58 per
   share. Within 24 months of the execution of this agreement, HelveStar had
   the right to purchase a total of 2,250,000 shares of the Company's stock.
   The purchase price of the shares on the date of purchase was to have been
equal to 50% of the closing price of the Company's stock on the latest
   price trading date on which at least 5,000 shares were traded. This right
to purchase these 2,250,000 shares, in accordance with this agreement 
  expired during May 2001. The Company seeks damages and confirmation that
the joint venture is null and void. The defendant company has         
 counter-claimed alleging breach of fiduciary duty. The case is pending.

Levey, Airan, Brownstein, Shevin, Friedman, Roen & Kelso, LLP v. SMLX 
Technologies, Inc. Case No. 00-23254 CA 09 (Circuit Court, Miami Dade 
  County). Suit by the plaintiff law firm for alleged unpaid legal fees of
     $221,249. The Company denies the claim and has filed a counterclaim against
the law firm. The case is pending.                                    

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NOTE 15 - LEGAL PROCEEDINGS (CONTINUED)                                         

     Vector Medical Technologies, Inc. v. SMLX Technologies of Florida, Inc., et
al., Case No. Ca 02-01381 AJ. The case was recently filed against the 
    Company and the Company is preparing its response to the complaint. In its
     complaint, Vector seeks specific performance, and it claims include a claim
for damages in excess of $3.6 million. Vector alleges that the Company
     breached an exclusive license and purchase option agreement as described in
Note 16. The Company denies the allegations. The Company intends to   
     vigorously defend the suit and to assert claims for damages against Vector.

NOTE 16 - CUSTOMER CONCENTRATION AND TERMINATION OF LICENSE AGREEMENT           

On April 13, 1999, the Company entered into an exclusive licensing    
     agreement with Vector Medical Technologies, Inc. ("Vector"). This agreement
   granted Vector exclusive license, subject to the payment of royalties, to
certain transdermal drug delivery systems, including intangible and   
    tangible assets. In exchange for this exclusive license, Vector had agreed
   to pay the Company royalties as follows: 4% of its net sales or other net
    revenues derived from assets in which the Company holds the patent; and 3%
   of its net sales or other net revenues derived from the portion of assets
that are not covered by a patent held by the Company. These royalty   
  payments were due quarterly within 45 days from the end of each calendar
 quarter for which royalties were payable. Vector also agreed to pay the
  Company non-refundable advances against future royalties for a period of
     four years from the date of the agreement. These payments were to amount to
 at least $900,000 per year, payable in monthly installments of at least
   $75,000. The Company terminated its license agreement with Vector because
     of Vector's failure to make the license payment when due, including a grace
period that expired on September 24, 2001. During 2001 and 2000, the  
    Company received $600,000 and $900,000, in connection with this agreement,
which is included in revenue for the years ended December 31, 2001 and
    2000, respectively. Revenue from this contract comprised approximately 82%
  and 56% of the Company's total revenues for the years ended December 31,
2001 and 2000, respectively.                                          

    Also, during 2001, the Company terminated a separate letter agreement with
 Vector for the Company's proprietary technologies used in cosmeceutical
   products, also because of non-payment of royalties. During 2001 and 2000,
the Company received $75,000 and $300,000, in connection with this    
  agreement, which is included in revenue for the years ended December 31,
2001 and 2000, respectively. Revenue from this contract comprised     
 approximately 10% and 19% of the Company's total revenues for the years
ended December 31, 2001 and 2000, respectively.                       

NOTE 17 - VENDOR CONCENTRATION                                                  

Two major vendors represented approximately 55% ($35,700) and 38%     
($25,741), respectively, of the Company's total purchases of inventory
 during the year ended December 31, 2001. The Company believes that most
     components used in the manufacture of its current and proposed products are
   currently available from numerous suppliers located in the United States,
Europe and Asia. However, certain components are available only from a
     limited number of suppliers. Although the Company believes that it will not
encounter difficulties in obtaining these components, there can be no 
assurance that the Company will be able to enter into satisfactory    
 agreements or arrangements for the purchase of commercial quantities of
such components.                                                      

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NOTE 18 - SUBSEQUENT EVENTS                                                     

 The Company, through its subsidiary ARETHREE, entered into an exclusive
distribution agreement with an unrelated company, effective January 1,
  2002, granting exclusive rights to sell certain intradermal cosmetics in
  Japan, Korea, Taiwan, Hong Kong, China, Philippines, Malaysia, Thailand,
     Indonesia, Singapore, Australia and New Zealand. This agreement encompasses
  a period of seven years commencing on January 1, 2002, subject to annual
    renewal thereafter, and includes a minimum annual amount of products to be
     purchased by this unrelated company stated in U.S. dollars. Purchase orders
    are to be placed sufficiently in advance for ARETHREE to meet the required
delivery date.                                                        

The Company, through its subsidiary ARETHREE, entered into a secured  
revolving demand note with a related party, Robertson & Partners, LLC,
   during January 2002, collateralized by all of the assets of ARETHREE. The
   total available principal under this note is up to $1 million and accrues
  interest at 10% per annum. Interest is payable monthly and the principal
    balance is payable on demand. Cumulative borrowings through March 22, 2002
related to this note total $133,500.                                  

    ARETHREE is in the process of obtaining formal approval to borrow up to $1
million.                                                              

 During February 2002, pursuant to the terms of the Company's 1997 Stock
    Option Plan, the Company granted options to purchase 649,000 shares of the
Company's common stock at $0.10 per share through February 2007.      

     Also, during February 2002, the active operating officers elected to accept
  838,461 shares of common stock, valued at approximately $16,770, in lieu
and satisfaction of base compensation of $83,846.                     

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SIGNATURES  

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.                       

Date: April 12, 2002                    SMLX TECHNOLOGIES, INC.                 

                    By:/s/Kenneth H. Robertson
                               -------------------------------
                               Kenneth H. Robertson, President

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
Registrant and in the capacities and on the dates indicated.                    

SIGNATURE                       TITLE                   DATE    

/s/ Kenneth H. Robertson      President & Director           April 12, 2002   
Kenneth H. Robertson                                                            

/s/ Gerald M. Wochna           Vice President & Sect.         April 12, 2002    
Gerald M. Wochna                                                                

/s/ Joel Marcus                Chief Financial Officer and    April 12, 2002    
Joel Marcus                    Director                                         

/s/ Sherman O. Jones           Director                       April 12, 2002    
Sherman O. Jones                                                                

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EX-23                                                                           

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 

    We hereby consent to the incorporation of our report dated March 22, 2002,
in the Annual Report on Form 10-KSB of SMLX Technologies, Inc. for the fiscal   
year ended December 31, 2001.                                                   

       /s/ Schmidt & Co.

               SCHMIDT, RAINES, TRIESTE,
             DICKENSON & ADAMS, P.L.

Boca Raton, Florida                                                             
April 5, 2002                                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

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For Period End:		12/31/01		1		46			NT 10-K
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		4/13/00		5
		3/31/00		11					10QSB,  NT 10-K,  NT 10-Q
		1/1/00		34		36
		12/31/99		3		19			10KSB,  NT 10-K
		12/21/99		7
		5/10/99		21					8-K
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		12/31/98		2		30			10-K/A,  10KSB,  NT 10-K
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		4/1/98		9		36			8-K/A
		12/31/97		2		36			10KSB,  NT 10-K
		3/28/97		16		21			DEF 14C,  PRES14C
		1/14/97		2		30
		6/6/96		2					10QSB,  10SB12G/A
		4/4/96		21
		10/31/95		2		30
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		6/6/95		30
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