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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 0-21878
  SIMON WORLDWIDE, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-3081657(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   5200 W. Century Boulevard, Los Angeles, California
    90045
 (Address of principal executive
    office)
  (310) 417-4660
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 NONE
  Securities registered pursuant to Section 12(g) of the
    Act:
  Name of each exchangeTitle of each class

on which registeredCommon Stock, $0.01 Par Value Per Share

NONE   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K: þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated filer
    o

Non-accelerated filer
    o

Smaller reporting company
    þ(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ




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##### 





SIMON
    WORLDWIDE, INC.FORM 10-K
    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
    INDEX
  PART I


3Item 1.


Business


3Item 1A.


Risk Factors


6Item 1B.


Unresolved Staff Comments


7Item 2.


Properties


7Item 3.


Legal Proceedings


7Item 4.


Submission of Matters to a Vote of Security
    Holders


8PART II


8Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


8Item 6.


Selected Financial Data


9Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


10Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


21Item 8.


Financial Statements and Supplementary Data


22Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


23Item 9A.


Controls and Procedures


23Item 9A(T).


Controls and Procedures


23Item 9B.


Other Information


23PART III


24Item 10.


Directors, Executive Officers and Corporate
    Governance


24Item 11.


Executive Compensation


26Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


32Item 13.


Certain Relationships, Related Transactions and
    Director Independence


35Item 14.


Principal Accounting Fees and Services


36PART IV


37Item 15.


Exhibits and Financial Statement Schedules


37Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of PFOEx-32 Section 906 Certification of CEO & PFO   2




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PART I  Item 1.
    Business  General
    25-year
      direct-to-retail brick-and-mortar e-commerce business-to-business
 3




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EITF 03-16,
        Form 8-K
  1999
    Equity Investment
   4




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2001 Sale
    of Business
         5




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##### Table of Contents



Item 1A.
    Risk
    Factors    Uncertain
    Outlook
      Form 8-K
 6




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Dependence
    on Key Personnel
    Investments
  e-business
  Forward
    Looking Information
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  12-month
  Item 3.
    Legal
    Proceedings     7




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  over-the-counter over-the-counter mark-up,
  2007


2006High


Low


High


LowFirst quarter

$
0.40


$
0.28


$
0.60


$
0.22Second quarter


0.45



0.31



0.60



0.30Third quarter


0.50



0.35



0.42



0.30Fourth quarter


0.41



0.31



0.38



0.25        8




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Stock
    Performance Graph
  line-of-business line-of-business
    Comparison
    of Cumulative Total Return
  
  Fiscal Year Ended2002


2003


2004


2005


2006


2007SWWI


$
100



$
76



$
165



$
278



$
367



$
506NASDAQ



100




150




163




165




181




199Russell 2000



100




128




140




146




169




164     Item 6.
    Selected
    Financial Data   9




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For the Years Ended December 31,2007


2006


2005


2004


2003(In thousands, except per share data)Selected income statement data:Continuing operations:Net sales

$



$



$



$



$
Net loss


(2,093
)


(2,625
)


(2,684
)


(3,625
)


(5,270
)Loss per common share available to common
    shareholders  basic and diluted


(0.21
)


(0.23
)


(0.23
)


(0.29
)


(0.38
)Discontinued operations:Net sales


















Net income (loss)


312



707



(478
)


24,261
(a)


(3,591
)Earnings (loss) per common share available to common
    shareholders  basic and diluted


0.02



0.04



(0.03
)


1.46



(0.22
)   December 31,2007


2006


2005


2004


2003(In thousands)Selected balance sheet data:Cash and cash equivalents(b)

$
16,134


$
17,637


$
16,473


$
18,892


$
10,065Total assets


20,427



26,590



31,822



26,123



19,838Redeemable preferred stock


33,696



32,381



31,118



29,904



28,737Stockholders deficit


(14,868
)


(7,236
)


(841
)


(7,749
)


(27,213
)     (a)
    
    In connection with the Companys settlement of its
    litigation with McDonalds and related entities, the
    Company received net cash proceeds, after attorneys fees,
    of approximately $13,000 and due to the elimination of
    liabilities associated with the settlement of approximately
    $12,000, the Company recorded a gain of approximately $25,000.(b)
    
    Includes only non-restricted cash and cash included in
    discontinued operations in the balance sheets of $408 and $163
    as of December 31, 2006 and 2005, respectively.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements and Associated Risks
    Business
    Conditions
   10




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25-year
          Form 8-K
 11




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Critical
    Accounting Policies
      Long-Term
    Investments
  e-business
  available-for-sale
  direct-to-retail brick-and-mortar e-commerce business-to-business
 12




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No. 03-16,
        Contingencies
     13




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Impairment
    of Long-Lived Assets
    Recently
    Issued Accounting Standards
   14




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FAS 157-2,
    ®
   15




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Significant
    Contractual Obligations
    Payments Due by PeriodLess Than

1-3

4-5

After 5Total

1 Year

Years

Years

Years(In thousands)Operating leases(a)

$
42


$
42


$



$



$
     (a)
    
    Payments for operating leases are recognized as an expense in
    the consolidated statement of operations on a straight-line
    basis over the term of the lease.  Other
    Commercial Commitments
    TotalCommitted atDecember 31,

Total Committed at end of2007

1 Year

2 Years

3 Years

4 Years

5 Years

Thereafter(In thousands)Standby letters of credit

$
35


$
35


$
35


$
35


$
35


$
35


$
35     Results
    of Continuing and Discontinued Operations
    Continuing
    Operations
  2007
    Compared to 2006
     16




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2006
    Compared to 2005
           17




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Discontinued
    Operations
  2007
    Compared to 2006
          2006
    Compared to 2005
        class-wide
      Liquidity
    and Capital Resources
   18




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Continuing
    Operations
                  and/or
 19




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Discontinued
    Operations
                 20




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Off-Balance
    Sheet Arrangements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk       21




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Item 8.
    Financial
    Statements and Supplementary Data  Description

PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    December 31, 2007 and 2006


F-2Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


F-3Consolidated Statements of Stockholders
    Deficit for the years ended December 31, 2007, 2006 and
    2005


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


F-5Notes to Consolidated Financial Statements


F-6  22




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Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures    Item 9A(T).
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
   Report of
    Management on Internal Control Over Financial
    Reporting  Rules 13a-15(f) 15d-15(f)
        Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   23




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PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance         24




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##### Table of Contents



Year TermName

Age

Class

Expires

Service as DirectorJoseph W. Bartlett


74



I



2009


1993 to presentAllan I. Brown


67



I



2009


1999 to presentJoseph Anthony Kouba


60



III



2008


1997 to presentGreg Mays


61



II



2010


2004 to presentErika Paulson


34



II



2010


2006 to present
    1999 to 2001Ira Tochner


46



II



2010


2006 to presentTerrence Wallock


63



III



2008


2006 to present       Business
    History of Directors and Executive Officers
  Mr. Bartlett
  Mr. Brown
  Mr. Kouba
  Mr. Mays
  Ms. Paulson
  Mr. Tochner
 25




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##### Table of Contents



Mr. Wallock
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
    Audit
    Committee Financial Expert
    Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Overview
    
    to discharge the Boards responsibilities relating to the
    compensation of the Companys directors, officers and key
    employees;
    to be responsible for the administration of the Companys
    incentive compensation and stock plans;
    to be responsible for the review and recommendation to the Board
    of the Companys Compensation Discussion and
    Analysis; and
    to be responsible for the production of an annual report on
    executive compensation for inclusion in the Companys proxy
    statement or
    Form 10-K,
    as applicable.   26




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##### Table of Contents



Compensation
    Philosophy and Objectives
    
    provide competitive compensation that will attract and retain
    qualified officers and key employees;
    reward officers and key employees for their contributions to the
    Company; and
    align officers and key employees interests with the
    interests of shareholders.    Setting
    Executive Compensation
      2007
    Executive Compensation Components
     27




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Tax
    and Accounting Implications
  Deductibility
    of Executive Compensation:
    Nonqualified
    Deferred Compensation:
    Accounting
    for Stock-Based Compensation:
    Summary
    Compensation Table
    (b)(a)

All OtherName and Principal Position

Year

Salary

Compensation

TotalJ. Anthony Kouba


2007


$
350,000


$
78,000
(c)

$
428,000Chief Executive Officer and Director


2006



350,000



88,000
(d)


438,000Greg Mays


2007



210,000



66,000
(e)


276,000Chief Financial Officer and Director


2006



210,000



289,467
(f)


499,467     (a)
    
    All cash compensation received by each individual in their
    capacity as an executive officer consists of salary.(b)
    
    In accordance with the rules of the Securities and Exchange
    Commission, other compensation in the form of perquisites and
    other personal benefits have been omitted for all of the
    individuals in the table because the aggregate amount of such
    perquisites and other personal benefits was less than $10,000.(c)
    
    Amount consists of $50,000 for board retainer and $28,000 for
    board meeting fees.(d)
    
    Amount consists of $50,000 for board retainer and $38,000 for
    board meeting fees.(e)
    
    Amount consists of $50,000 for board retainer and $16,000 for
    board meeting fees. 28




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(f)
    
    Consists of $210,000 for severance paid for termination of 2003
    Executive Services Agreement, $48,077 for board retainer,
    $26,000 for board meeting fees, and $5,390 for other accrued
    compensation paid. The Company and Mr. Mays subsequently
    entered into a new agreement in March 2006 which provided for
    the same annual salary and is terminable by either party upon
    90 days notice.  Grants of
    Plan-Based Awards
    Executive
    Services Agreements with Officers
    Outstanding
    Equity Awards at Fiscal Year-End
    Option AwardsNumber of Securities

Option

OptionUnderlying Unexercised

Exercise

ExpirationName

Options Exercisable

Price

DateJ. Anthony Kouba


5,000


$
15.50



03/31/08Chief Executive Officer and Director


20,000



5.38



02/23/095,000



7.56



03/31/095,000



8.81



03/31/105,000



2.00



03/30/1120,000



0.10



05/09/13Greg Mays


10,000



0.10



05/09/13Chief Financial Officer and Director   Option
    Exercises and Stock Vested
   29




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Post-Employment
    Compensation
      Potential
    Payments upon Termination
  Voluntary
    Termination:
    Involuntary
    Termination:
  90-day
  Retirement:
    Change in
    Control:
    Health
    Insurance Benefits:
  18-month
 30




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Directors
    Compensation
    FeesEarnedor PaidName

in Cash(a)


TotalJoseph Bartlett

$
112,500
(b)

$
112,500Allan Brown


107,500
(c)


107,500Erika Paulson


62,000
(d)


62,000Ira Tochner


64,000
(e)


64,000Terry Wallock


66,000
(f)


66,000     (a)
    
    Directors are paid an annual retainer of $50,000. Directors also
    receive a fee of $2,000 for each Board of Directors, Audit and
    Compensation Committee meeting attended. The chairmen of the
    Audit and the Compensation Committees also receive annual
    retainers of $7,500 and $5,000, respectively, plus an additional
    $500 for each committee meeting they chair.(b)
    
    Amount consists of $50,000 for board retainer, $33,000 for board
    meeting fees, $12,000 in other board fees, $7,500 for Audit
    Committee chair fee, and $10,000 as a fee for serving as member
    of the Special Committee described under Item 1.
    Business  General. Mr. Bartlett held 80,000
    stock options, all of which were vested, at December 31,
    2007.(c)
    
    Amount consists of $50,000 for board retainer, $30,500 for board
    meeting fees, $12,000 in other board fees, $5,000 for
    Compensation Committee chair fee, and $10,000 as a fee for
    serving as member of the Special Committee described under
    Item 1. Business  General. Mr. Brown held
    20,000 stock options, all of which were vested, at
    December 31, 2007.(d)
    
    Amount consists of $50,000 for board retainer and $12,000 for
    board meeting fees.(e)
    
    Amount consists of $50,000 for board retainer and $14,000 for
    board meeting fees.(f)
    
    Amount consists of $50,000 for board retainer and $16,000 for
    board meeting fees. Mr. Wallock held 5,000 stock options,
    all of which were vested, at December 31, 2007.    Executive
    Services Agreements with Directors
   31




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18-month
  Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
  Form 10-K. Form 10-K.
      Form 10-K
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   32




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Security
    Ownership of Certain Beneficial Owners
    Number of SharesName and Address

of Common Stock


Percentage ofof Beneficial Owner(a)

Beneficially Owned


ClassYucaipa and affiliates(b)(c)
    Overseas Toys, L.P.
    OA3, LLC Multi-Accounts, LLC
    Ronald W. Burkle


4,125,234



20.2
%Everest Special
    Situations Fund L.P.(d)(e)
    Maoz Everest Fund Management Ltd.
    Elchanan Maoz
    Platinum House
    21 H arba a Street
    Tel Aviv 64739 Israel


2,411,101



14.8
%Patrick D. Brady(d)


1,187,414



7.3
%Hazelton Capital Limited(d)(e)
    28 Hazelton Avenue
    Toronto, Ontario Canada M5R 2E2


1,130,537



7.0
%Eric Stanton(d)(f)
    39 Gloucester Road
    6th Floor
    Wanchai
    Hong Kong


1,123,023



6.9
%Gregory P. Shlopak(d)(g)
    63 Main Street
    Gloucester, MA 01930


1,064,900



6.5
%H. Ty Warner(d)
    P.O. Box 5377
    Oak Brook, IL 60522


975,610



6.0
%     (a)
    
    The number of shares beneficially owned by each stockholder is
    determined in accordance with the rules of the Securities and
    Exchange Commission and is not necessarily indicative of
    beneficial ownership for any other purpose. Under these rules,
    beneficial ownership includes those shares of common stock that
    the stockholder has sole or shared voting or investment power
    and any shares of common stock that the stockholder has a right
    to acquire within sixty (60) days after March 12,
    2008, through the exercise of any option, warrant or other right
    including the conversion of the series A preferred stock.
    The percentage ownership of the outstanding common stock,
    however, is based on the assumption, expressly required by the
    rules of the Securities and Exchange Commission, that only the
    person or entity whose ownership is being reported has converted
    options, warrants or other rights into shares of common stock
    including the conversion of the series A preferred stock.(b)
    
    Represents shares of common stock issuable upon conversion of
    34,033 shares of outstanding series A preferred stock.
    Percentage based on common stock outstanding, plus all such
    convertible shares. Overseas Toys, L.P. is an affiliate of
    Yucaipa and is the holder of record of all the outstanding
    shares of series A preferred stock. Multi-Accounts, LLC is
    the sole general partner of Overseas Toys, L.P., and OA3, LLC is
    the sole managing member of Multi-Accounts, LLC. Ronald W.
    Burkle is the sole managing member of OA3, LLC. The address of
    each of Overseas Toys, L.P., Multi-Accounts, LLC, OA3, LLC, and
    Ronald W. Burkle is 9130 West Sunset Boulevard, Los
    Angeles, California 90069.Overseas Toys, L.P. is party to a Voting Agreement, dated
    September 1, 1999, with Patrick D. Brady, Allan I. Brown,
    Gregory P. Shlopak, the Shlopak Foundation, Cyrk International
    Foundation, and the Eric Stanton Self-Declaration of Revocable
    Trust, pursuant to which Overseas Toys, L.P., Multi-Accounts,
    LLC, OA3, LLC, and Ronald W. Burkle may be deemed to have shared
    voting power over 8,233,616 shares for 33




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##### Table of Contents



the purpose of election of certain nominees of Yucaipa to the
    Companys Board of Directors, and may be deemed to be
    members of a group for the purposes of
    Section 13(d)(3) of the Securities Exchange Act of 1934, as
    amended. Overseas Toys, L.P., Multi-Accounts, LLC, OA3, LLC and
    Ronald W. Burkle disclaim beneficial ownership of any shares,
    except for the shares as to which they possess sole dispositive
    and voting power.(c)
    
    Based on 20,385,558 shares of common stock outstanding and
    issuable upon conversion of 34,033 shares of outstanding
    series A preferred stock and accrued dividends as of
    March 12, 2008.(d)
    
    Based on 16,260,324 shares of common stock outstanding as
    of March 12, 2008.(e)
    
    The information concerning these holders is based solely on
    information contained in filings pursuant to the Securities
    Exchange Act of 1934.(f)
    
    Eric Stanton, as trustee of the Eric Stanton Self-Declaration of
    Revocable Trust, has the sole power to vote, or to direct the
    vote of, and the sole power to dispose, or to direct the
    disposition of, 1,123,023 shares. Mr. Stanton, as
    trustee of the Eric Stanton Self-Declaration of Revocable Trust,
    is a party to a Voting Agreement, dated September 1, 1999,
    with Yucaipa and Patrick D. Brady, Allan I. Brown, Gregory P.
    Shlopak, the Shlopak Foundation Trust, and the Cyrk
    International Foundation Trust pursuant to which
    Messrs. Brady, Brown, Shlopak, and Stanton and the trusts
    have agreed to vote in favor of certain nominees of Yucaipa to
    the Companys Board of Directors. Mr. Stanton
    expressly disclaims beneficial ownership of any shares except
    for the 1,123,023 shares as to which he possesses sole
    voting and dispositive power.(g)
    
    The information concerning this holder is based solely on
    information contained in filings Mr. Shlopak has made with
    the Securities and Exchange Commission pursuant to
    Sections 13(d) and 13(g) of the Securities Exchange Act of
    1934, as amended. Includes 84,401 shares held by a private
    charitable foundation as to which Mr. Shlopak, as trustee,
    has sole voting and dispositive power. Mr. Shlopak is a
    party to a Voting Agreement, dated September 1, 1999, with
    Yucaipa, Patrick D. Brady, Allan I. Brown, the Shlopak
    Foundation, Cyrk International Foundation, and the Eric Stanton
    Self-Declaration of Revocable Trust, pursuant to which
    Messrs. Brady, Brown, Shlopak, and Stanton and the trusts
    have agreed to vote in favor of certain nominees of Yucaipa to
    the Companys Board of Directors. Mr. Shlopak
    expressly disclaims beneficial ownership of any shares except
    for the 1,064,900 shares as to which he possesses sole
    voting and dispositive power.  Security
    Ownership of Management
    Number of SharesName and Address

of Common Stock

Percentage ofOf Beneficial Owner(a)

Beneficially Owned

Class(b)Allan I. Brown(c)


1,133,023



7.0
%Joseph W. Bartlett(d)


80,000




*J. Anthony Kouba(e)


60,000




*Greg Mays(f)


10,000




*Erika Paulson






Ira Tochner






Terrence Wallock(g)


5,000




*All directors and executive officers as a group
    (7 persons)(h)


1,288,023



7.9
%     *
    
    Represents less than 1% 34




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##### Table of Contents



(a)
    
    The address of each of the directors and executive officers is
    c/o Simon
    Worldwide, Inc., 5200 W. Century Boulevard,
    Suite 420, Los Angeles, California, 90045. The number of
    shares beneficially owned by each stockholder is determined in
    accordance with the rules of the Securities and Exchange
    Commission and is not necessarily indicative of beneficial
    ownership for any other purpose. Under these rules, beneficial
    ownership includes those shares of common stock that the
    stockholder has sole or shared voting or investment power and
    any shares of common stock that the stockholder has a right to
    acquire within sixty (60) days after March 12, 2008,
    through the exercise of any option, warrant or other right
    including the conversion of the series A preferred stock.
    The percentage ownership of the outstanding common stock,
    however, is based on the assumption, expressly required by the
    rules of the Securities and Exchange Commission, that only the
    person or entity whose ownership is being reported has converted
    options, warrants or other rights including the conversion of
    the series A preferred stock into shares of common stock.(b)
    
    Based on 16,260,324 shares of common stock outstanding as
    of March 12, 2008, which does not include the dilutive
    effect of the convertible preferred stock.(c)
    
    Includes 20,000 shares issuable pursuant to stock options
    exercisable within 60 days of March 12, 2008.
    Mr. Brown has the sole power to vote, or to direct the vote
    of, and the sole power to dispose, or to direct the disposition
    of, 1,113,023 shares of common stock. Mr. Brown is
    party to a Voting Agreement, dated September 1, 1999, with
    Yucaipa, Patrick D. Brady, Gregory P. Shlopak, the Shlopak
    Foundation, Cyrk International Foundation, and the Eric Stanton
    Self-Declaration of Revocable Trust, pursuant to which
    Messrs. Brady, Brown, Shlopak, and Stanton and the trusts
    have agreed to vote in favor of certain nominees of Yucaipa to
    the Companys Board of Directors. Mr. Brown expressly
    disclaims beneficial ownership of any shares except for the
    1,133,023 shares as to which he possesses sole voting and
    dispositive power.(d)
    
    The 80,000 shares are issuable pursuant to stock options
    exercisable within 60 days of March 12, 2008.(e)
    
    The 60,000 shares are issuable pursuant to stock options
    exercisable within 60 days of March 12, 2008.(f)
    
    The 10,000 shares are issuable pursuant to stock options
    exercisable within 60 days of March 12, 2008.(g)
    
    The 5,000 shares are issuable pursuant to stock options
    exercisable within 60 days of March 12, 2008.(h)
    
    Includes a total of 175,000 stock options exercisable within
    60 days of March 12, 2008.  Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of Sharesof Common StockNumber of Shares



Available forof Common Stock

Weighted-

Future Issuanceto be Issued Upon

Average

(excluding thoseExercise of

Exercise Price

in first column)Outstanding Stock

of Outstanding

Under the StockOptions

Stock Options

Option PlansPlans Approved by Stockholders

175,000

$4.40 per share

NonePlans Not Approved by Stockholders

Not applicable

Not applicable

Not applicableTotal

175,000

$4.40 per share

None   Item 13.
    Certain
    Relationships, Related Transactions and Director
    Independence   35




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##### Table of Contents



Rule 10A-3(b)(1)
  Item 14.
    Principal
    Accounting Fees and Services    Fiscal Year2007


2006(In thousands)Audit fees(a)

$
131


$
119Audit-related fees(b)






Tax fees(c)


35



40All other fees(d)






Total

$
166


$
159     (a)
    
    Audit fees are related to the audit of the Companys
    consolidated annual financial statements, review of the interim
    consolidated financial statements and services normally provided
    by the Companys independent registered public accounting
    firm in connection with statutory and regulatory filings and
    engagements.(b)
    
    Audit-related fees are for assurance and related services that
    are reasonably related to the performance of the audit or review
    of the Companys consolidated financial statements and are
    not reported under Audit fees. This category includes fees
    billed related to an employee benefit plan audit. The
    Companys last required employee benefit audit was for
    fiscal year 2005.(c)
    
    Tax fees are related to tax compliance, planning, and consulting.(d)
    
    All other fees are for services other than those reported in the
    other categories.  Policy on
    Audit Committee Pre-Approval of Audit and Non-Audit Services of
    Independent Auditor
   36




---



##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  Documents Filed as Part of this Report
  Financial Statements:
              Exhibits
   37




---



##### Table of Contents



SIGNATURES
               /s/  Joseph
    W. BartlettJoseph
    W. Bartlett

Director

March 28, 2008/s/  Allan
    I. BrownAllan
    I. Brown

Director

March 28, 2008/s/  J.
    Anthony KoubaJ.
    Anthony Kouba

Director and Chief Executive Officer

March 28, 2008/s/  Greg
    MaysGreg
    Mays

Director and Chief Financial Officer

March 28, 2008/s/  Erika
    PaulsonErika
    Paulson

Director

March 28, 2008/s/  Ira
    TochnerIra
    Tochner

Director

March 28, 2008/s/  Terrence
    WallockTerrence
    Wallock

Director

March 28, 2008  38




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##### Table of Contents



EXHIBITS
  ExhibitNumber

Description2
.1(5)

Securities Purchase Agreement dated September 1, 1999,
    between the Registrant and Overseas Toys, L.P.2
.2(7)

Purchase Agreement between the Company and Rockridge Partners,
    Inc., dated January 20, 2001, as amended by Amendment
    No. 1 to the Purchase Agreement, dated February 15,
    20012
.3(8)

March 12, 2002, Letter Agreement between Cyrk and Simon, as
    amended by Letter Agreement dated as of March 22, 20022
.4(8)

Mutual Release Agreement between Cyrk and Simon2
.5(9)

Letter Agreement Between Cyrk and Simon, dated December 20,
    20022
.6(11)

Settlement Agreement and Mutual General Release between Cyrk and
    Simon dated January 31, 20062
.7(11)

Subordinated Promissory Note in the principal amount of
    $1,410,000 from Cyrk to Simon dated January 31, 20063
.1(3)

Restated Certificate of Incorporation of the Registrant3
.2(11)

Amended and Restated By-laws of the Registrant, effective
    March 27, 20063
.3(6)

Certificate of Designation for Series A Senior Cumulative
    Participating Convertible Preferred Stock4
.1(1)

Specimen certificate representing Common Stock10
.1(2)(3)

1993 Omnibus Stock Plan, as amended10
.5(2)(4)

1997 Acquisition Stock Plan10
.6(4)

Securities Purchase Agreement dated February 12, 1998, by
    and between the Company and Ty Warner10
.10(6)

Registration Rights Agreement between the Company and Overseas
    Toys, L.P.10
.18(7)

Subordinated Promissory Note by Rockridge Partners, Inc. in
    favor of the Company dated February 15, 200110
.28(10)

February 7, 2003, letter agreements with J. Anthony Kouba
    and Greg Mays regarding 2002 and 2003 compensation10
.29(10)

May 30, 2003, Executive Services Agreements with Joseph
    Bartlett, Allan Brown, J. Anthony Kouba, Gregory Mays, and
    Terrence Wallock10
.30(11)

May 3, 2004, Amendment No. 1 to Executive Services
    Agreements with Messrs. Bartlett, Brown, and Kouba,
    (replaces previously filed copies of these amendments)10
.31(11)

March 27, 2006, Amendment No. 2 to Wallock Executive
    Services Agreement10
.32(11)

March 27, 2006, New Executive Services Agreement with
    Mr. Mays31


Certifications pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934 (the Exchange
    Act), filed herewith32


Certifications pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to section 906 of the Sarbanes- Oxley Act
    of 2002, filed herewith     Footnotes:
  (1)
    
    Filed as an exhibit to the Registrants Registration
    Statement on
    Form S-1
    (Registration
    No. 33-63118)
    or an amendment thereto and incorporated herein by reference.(2)
    
    Management contract or compensatory plan or arrangement.(3)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the year ended December 31, 1994, and incorporated
    herein by reference.(4)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the year ended December 31, 1997, and incorporated
    herein by reference.(5)
    
    Filed as an exhibit to the Registrants Report on
    Form 8-K
    dated September 1, 1999, and incorporated herein by
    reference. 39




---



##### Table of Contents



(6)
    
    Filed as an exhibit to the Annual Report on
    Form 10-K
    for the year ended December 31, 1999, and incorporated
    herein by reference.(7)
    
    Filed as an exhibit to the Registrants Report on
    Form 8-K
    dated February 15, 2001, and incorporated herein by
    reference.(8)
    
    Filed as an exhibit to the Registrants original Report on
    Form 10-K
    for the year ended December 31, 2001, filed on
    March 29, 2002, and incorporated herein by reference.(9)
    
    Filed as an exhibit to the Registrants Report on
    Form 10-K/A
    for the year ended December 31, 2001, filed on
    April 18, 2003, and incorporated herein by reference.(10)
    
    Filed as an exhibit to the Registrants Report on
    Form 10-K
    for the year ended December 31, 2002, filed on
    July 29, 2003, and incorporated herein by reference.(11)
    
    Filed as an exhibit to the Registrants Report on
    Form 10-K
    for the year ended December 31, 2005, filed on
    March 31, 2006, and incorporated herein by reference. 40




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Board of
    Directors and Stockholders of
    Simon Worldwide, Inc.:
        06-5 Bulletin No. 85-4.
    
    F-1




---



##### Table of Contents



PART IV 
    FINANCIAL INFORMATION
   SIMON
    WORLDWIDE, INC.
 CONSOLIDATED BALANCE SHEETS
  December 31,


December 31,2007


2006(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
16,134


$
17,229Prepaid expenses and other current assets


295



204Assets from discontinued operations to be disposed
    of  current (Note 4)


27



576Total current assets


16,456



18,009Non-current assets:Investments


3,003



8,247Other assets


64



90Assets from discontinued operations to be disposed
    of  non-current (Note 4)


904



244Total non-current assets


3,971



8,581$
20,427


$
26,590LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable:Trade

$
196


$
146Affiliates


190



183Accrued expenses and other current liabilities


314



296Liabilities from discontinued operations  current
    (Note 4)


899



820Total current liabilities


1,599



1,445Commitments and contingenciesRedeemable preferred stock, Series A senior cumulative
    participating convertible, $.01 par value; 33,696 and
    32,381 shares issued and outstanding at December 31,
    2007 and 2006, respectively, stated at redemption value of
    $1,000 per share (liquidation preference of $33,886 and $32,564,
    respectively)


33,696



32,381Stockholders deficit:Common stock, $.01 par value; 50,000,000 shares
    authorized; 16,260,324 shares issued and outstanding net of
    412,869 treasury shares at par value at December 31, 2007,
    and 16,673,193 shares issued and outstanding at
    December 31, 2006


163



167Additional paid-in capital


138,506



138,502Accumulated deficit


(156,385
)


(153,990
)Unrealized gain on investments


2,848



8,085Total stockholders deficit


(14,868
)


(7,236
)$
20,427


$
26,590    F-2




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  2007


2006


2005(In thousands, except per share data)Revenues

$



$



$
General and administrative expenses


2,896



3,488



3,086Operating loss from continuing operations


(2,896
)


(3,488
)


(3,086
)Interest income


800



879



623Investment income (losses)


3



(16
)


(221
)Loss from continuing operations before income taxes


(2,093
)


(2,625
)


(2,684
)Income tax benefit










Net loss from continuing operations


(2,093
)


(2,625
)


(2,684
)Income (loss) from discontinued operations, net of tax
    (Note 4)


312



707



(478
)Net loss


(1,781
)


(1,918
)


(3,162
)Preferred stock dividends


(1,322
)


(1,270
)


(1,224
)Net loss available to common stockholders

$
(3,103
)

$
(3,188
)

$
(4,386
)Loss per share from continuing operations available to common
    stockholders:Loss per common share  basic and diluted

$
(0.21
)

$
(0.23
)

$
(0.23
)Weighted average shares outstanding  basic and diluted


16,465



16,665



16,653Income (loss) per share from discontinued operations:Income (loss) per common share  basic and diluted

$
0.02


$
0.04


$
(0.03
)Weighted average shares outstanding  basic and diluted


16,465



16,665



16,653Net loss available to common stockholders:Net loss per common share  basic and diluted

$
(0.19
)

$
(0.19
)

$
(0.26
)Weighted average shares outstanding  basic and diluted


16,465



16,665



16,653    F-3




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS DEFICIT
 For
    the years ended December 31, 2007, 2006, and 2005
  AccumulatedCommon











OtherStock


Additional





Comprehensive


Comprehensive


Total($.01 Par


Paid-in


Accumulated


Income


Income


StockholdersValue)


Capital


Deficit


(Loss)


(Loss)


Deficit(In thousands)Balance, December 31, 2004

$
167


$
138,500


$
(146,416
)





$



$
(7,749
)Comprehensive income:Net loss










(3,162
)

$
(3,162
)






(3,162
)Other comprehensive income:Unrealized gain on investments














11,294



11,294



11,294Comprehensive income













$
8,132Dividends on preferred stock










(1,224
)










(1,224
)Balance, December 31, 2005


167



138,500



(150,802
)






11,294



(841
)Comprehensive loss:Net loss










(1,918
)

$
(1,918
)






(1,918
)Other comprehensive loss:Unrealized loss on investments














(3,209
)


(3,209
)


(3,209
)Comprehensive loss













$
(5,127
)Exercise of stock options






2















2Dividends on preferred stock










(1,270
)










(1,270
)Balance, December 31, 2006


167



138,502



(153,990
)






8,085



(7,236
)Change in accounting principle (Note 2)










708











708Treasury shares


(4
)


4















Comprehensive loss:Net loss










(1,781
)

$
(1,781
)






(1,781
)Other comprehensive loss:Unrealized loss on investments














(5,237
)


(5,237
)


(5,237
)Comprehensive loss













$
(7,018
)Dividends on preferred stock










(1,322
)










(1,322
)Balance, December 31, 2007

$
163


$
138,506


$
(156,385
)





$
2,848


$
(14,868
)    F-4




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  2007


2006


2005(In thousands)Cash flows from operating activities:Net loss

$
(1,781
)

$
(1,918
)

$
(3,162
)Income from discontinued operations


312



707



(478
)Loss from continuing operations


(2,093
)


(2,625
)


(2,684
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation






4



9Charge for impaired investments


2



16



221Cash provided by (used in) discontinued operations


391



718



(2,731
)Cash transferred from (to) discontinued operations


387



(266
)


(58
)Increase (decrease) in cash from changes in working capital
    items:Prepaid expenses and other current assets


(91
)


112



167Accounts payable


57



(34
)


(29
)Accrued expenses and other current liabilities


18



(77
)


(139
)Net cash used in operating activities


(1,329
)


(2,152
)


(5,244
)Cash flows from investing activities:Decrease in restricted cash






2,818



155Cash provided by discontinued operations


208



234



2,418Other, net


26



19



89Net cash provided by investing activities


234



3,071



2,662Cash flows from financing activities










Net increase (decrease) in cash and cash equivalents


(1,095
)


919



(2,582
)Cash and cash equivalents, beginning of period


17,229



16,310



18,892Cash and cash equivalents, end of period

$
16,134


$
17,229


$
16,310Supplemental disclosure of cash flow information:Cash paid during the period for:Income taxes

$
57


$
3


$
6Supplemental non-cash investing activities:Dividends paid in kind on redeemable preferred stock

$
1,315


$
1,263


$
1,214    F-5




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Nature of
    Business, Loss of Customers, Resulting Events, Going Concern and
    Managements Plans    25-year
       F-6




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
          2.
    Significant
    Accounting Policies  Principles
    of Consolidation
    Change
    in Accounting Principle
  06-5, Bulletin No. 85-4 (EITF 06-5). EITF 06-5 EITF 06-5 EITF 06-5
 F-7




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Stock-Based
    Compensation Plans and Pro Forma Stock-Based Compensation
    Expense
        2005(In thousands)Net loss available to common stockholders  as reported

$
(4,386
)Add:Stock-based compensation expense included in
    reported net income, net of income tax


Deduct:Total stock-based employee compensation expense determined
    under fair value based method for all awards, net of income taxes


(11
)Net loss available to common stockholders  pro forma

$
(4,397
)Loss per common share  basic and diluted 
    as reported

$
(0.26
)Loss per common share  basic and diluted 
    pro forma

$
(0.26
)   Use of
    Estimates
   F-8




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Concentration
    of Credit Risk
    Financial
    Instruments
    Cash
    Equivalents
    Investments
  available-for-sale
  No. 03-16,
  Property
    and Equipment
    Impairment
    of Long-Lived Assets
    Income
    Taxes
   F-9




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Earnings
    (Loss) Per Common Share
    Recently
    Issued Accounting Standards
      FAS 157-2,
     F-10




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      3.
    Commitments
    and Contingencies       F-11




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
         F-12




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      4.
    Discontinued
    Operations      December 31,


December 31,2007


2006(In thousands)Assets:Cash and cash equivalents

$



$
408Restricted cash






168Note receivable


27



Total current assets


27



576Other assets, non-current


904



244Total assets from discontinued operations to be disposed of

$
931


$
820Liabilities:Accrued expenses and other current liabilities

$
899


$
820Liabilities from discontinued operations

$
899


$
820  F-13




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    2007


2006


2005(In thousands)Net sales

$



$



$
Cost of sales










Gross profit










General and administrative expenses


47







175Loss (gain) on settlement of obligations


(314
)


(675
)


555Operating income (loss)


267



675



(730
)Interest income


45



59



Other income (expense)






(27
)


252Income (loss) before income taxes


312



707



(478
)Income tax expense










Net income (loss)

$
312


$
707


$
(478
)   General
    and Administrative Expenses
    Loss
    (Gain) on Settlement of Obligations
      class-wide
  Interest
    Income
   F-14




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Other
    Income (Expense)
      5.
    Restricted
    Cash      6.
    Investments  Yucaipa
    AEC Associates
  direct-to-retail brick-and-mortar e-commerce business-to-business
  EITF 03-16,
   F-15




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Other
    Investments
  other-than-temporary.
  7.
    Lease
    Obligations and Other Commercial Commitments        8.
    Income
    Taxes      2007


2006Deferred tax assets:Net operating losses

$
25,576


$
25,429Capital losses


10,085



9,818Other asset reserves


9,470



9,501AMT credit


649



649Deferred compensation


9



7Foreign tax credits






82Depreciation


1



2Valuation allowance


(45,790
)


(45,488
)$



$
  F-16




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      2007


2006


2005Federal tax (benefit) rate


(34
)%


(34
)%


(34
)%Increase (decrease) in taxes resulting from:State income taxes


(6
)


(6
)


(6
)Effect of foreign income or loss






(128
)


2Change in valuation allowance


37



166



37Life insurance


3



2



10
%


0
%


0
%     9.
    Accrued
    Expenses and Other Current Liabilities    Discontinued


ContinuingOperations


Operations


TotalAs of December 31,2007


2006


2007


2006


2007


2006(In thousands)Accrued payroll, related items and deferred compensation

$



$



$
23


$
18


$
23


$
18Contingent loss


460



460











460



460Professional fees










291



278



291



278Insurance premiums


439



360











439



360$
899


$
820


$
314


$
296


$
1,213


$
1,116   10.
    Indemnification
    Trust Agreement   F-17




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    11.
    Redeemable
    Preferred Stock               F-18




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  12.
    Stock
    Plan  1993
    Omnibus Stock Plan
        1997
    Acquisition Stock Plan
      2007


2006


2005Weighted





Weighted





WeightedExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at the beginning of year


180,000


$
4.62



215,000


$
4.51



220,000


$
4.80Granted






















Exercised










20,000



0.10







Expired/Forfeited


5,000



12.25



15,000



9.10



5,000



17.25Outstanding at end of year


175,000



4.40



180,000



4.62



215,000



4.51Options exercisable at year-end


175,000



4.40



180,000



4.62



215,000



4.51Options available for future grant










1,000,000
(a)






1,000,000
(a)Weighted average fair value of options granted during the year


Not
    applicable







Not
    applicable







Not
    applicable     (a)
    
    Available for issuance under the 1997 Plan. The 1997 Plan
    expired on April 4, 2007. F-19




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     Options Outstanding


Options ExercisableWeightedAverage


Weighted


Aggregate





Weighted


AggregateNumber


Remaining


Average


Intrinsic


Number


Average


IntrinsicRange of Exercise Prices

Outstanding


Contractual Life


Price


Value


Exercisable


Price


Value$0.10 - $1.99


75,000



5.35


$
0.10


$
22,500



75,000


$
0.10


$
22,500$2.00 - $5.38


60,000



1.49



4.81







60,000



4.81



$7.56 - $8.81


20,000



1.74



8.19







20,000



8.19



$12.25 - $15.50


20,000



0.24



15.50







20,000



15.50



$0.10 - $15.50


175,000



3.03


$
4.40







175,000


$
4.40   13.
    Related
    Party Transactions       F-20




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  14.
    Segments
    and Related Information        15.
    Earnings
    per Share Disclosure    For the Twelve Months Ended December 31,2007


2006


2005Income








Income








Income(Loss)


Shares


Per Share


(Loss)


Shares


Per Share


(Loss)


Shares


Per Share(Numerator)


(Denominator)


Amount


(Numerator)


(Denominator)


Amount


(Numerator)


(Denominator)


Amount(In thousands, except share data)Basic and diluted EPS:Loss from continuing operations

$
(2,093
)









$
(2,625
)









$
(2,684
)Preferred stock dividends


(1,322
)










(1,270
)










(1,224
)Loss from continuing operations available to common stockholders

$
(3,415
)


16,465,062


$
(0.21
)

$
(3,895
)


16,665,248


$
(0.23
)

$
(3,908
)


16,653,193


$
(0.23
)Income (loss) from discontinued operations

$
312



16,465,062


$
0.02


$
707



16,665,248


$
0.04


$
(478
)


16,653,193


$
(0.03
)Net loss

$
(1,781
)









$
(1,918
)









$
(3,162
)Preferred stock dividends


(1,322
)










(1,270
)










(1,224
)Net loss available to common stockholders

$
(3,103
)


16,465,062


$
(0.19
)

$
(3,188
)


16,665,248


$
(0.19
)

$
(4,386
)


16,653,193


$
(0.26
)    F-21




---



##### Table of Contents



SIMON
    WORLDWIDE, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  16.
    Quarterly
    Results of Operations (Unaudited)    First


Second


Third


Fourth2007

Quarter


Quarter


Quarter


Quarter(In thousands, except per share data)Continuing operations:Net sales

$



$



$



$
Gross profit














Net loss


(430
)


(485
)


(644
)


(534
)Loss per common share available to common 
    basic & diluted


(0.05
)


(0.05
)


(0.06
)


(0.05
)Discontinued operations:Net sales

$



$



$



$
Gross profit














Net income


78



105



91



38Income per common share available to common 
    basic & diluted


0.005



0.006



0.006



0.005   First


Second


Third


Fourth2006

Quarter


Quarter


Quarter


Quarter(In thousands, except per share data)Continuing operations:Net sales

$



$



$



$
Gross profit














Net loss


(797
)


(852
)


(498
)


(478
)Loss per common share available to common 
    basic & diluted


(0.07
)


(0.07
)


(0.05
)


(0.04
)Discontinued operations:Net sales

$



$



$



$
Gross profit














Net income


438



89



90



90Income per common share available to common 
    basic & diluted


0.026



0.005



0.005



0.005  F-22