** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-KSB**

 

**x ANNUAL REPORT UNDER SECTION 13 OR 15(D)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2007**

 

**o TRANSITION REPORT UNDER SECTION 13 OR 15(D)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition periodfrom                to**

 

**Commission File Number00-26599**

 

**COLLEGE TONIGHT, INC.**

(Name of small businessissuer in its charter)

 

| **Delaware**                    | ** ** | **0-26599**              | ** ** | **26-2983120**                       |
|---------------------------------|------------|--------------------------|------------|--------------------------------------|
| (State or other jurisdiction of |       | (Commission File Number) |       | (I.R.S. Employer Identification No.) |
| Incorporation or organization)  |       |                     |       |                                 |

 

**6380 Wilshire Boulevard, Suite 1020Los Angeles CA  90048**

 (Address of principalexecutive offices) (Zip Code)

 

Issuer’s telephone number: **(****323) 966-5800**

 

Securities registered under Section 12(b) ofthe Exchange Act:

**Common Stock, $0.001 parvalue**

 

  Securities registered under Section 12(g) ofthe Exchange Act:  **None**

 

Check whether the issuer is not required to filereports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes  o        No x

 

Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Actduring the past 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x    No o

 

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B contained in this form, and nodisclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-KSB or any amendment to this Form 10-KSB.  Yes x     No o

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     No x

 

The issuer’s revenues for its most recent fiscalyear: $5,951.

 

The aggregate market value of the 32,607,947 sharesof common stock held by non-affiliates of the issuer, as of March 28,2008, was $57,063,907 based upon the closing sale’s price of $1.75 per share.

 

Transitional Small Business Disclosure Format (checkone): Yes o  No x

 

 

**[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]**

 

 

 

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**Table ofContents**

 
|            |   |                                                                                                                                              |   |              |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|
|            |   |                                                                                                                                              |   | **Page No.** |
| Part I     |   |                                                                                                                                              |   |              |
| **Item 1.**     |   | Description  of Business                                                                                                                          |   | 3                 |
| **Item 2.**     |   | Description of Property                                                                                                                           |   | 22                |
| **Item 3.**     |   | Legal Proceedings                                                                                                                                 |   | 22                |
| **Item 4.**     |   | Submission of  Matters to a Vote of Security Holders                                                                                              |   | 23                |
|            |   |                                                                                                                                              |   |              |
| Part II    |   |                                                                                                                                              |   |              |
| **Item 5.**     |   | Market for  Common Equity and Related Stockholder Matters and Small Business Issuer  Purchases of Equity Securities                               |   | 23                |
| **Item 6.**     |   | Management’s  Discussion and Analysis or Plan of Operation                                                                                   |   | 26                |
| **Item 7.**     |   | Financial Statements  and Supplementary Data                                                                                                      |   | 29                |
| **Item 8**      |   | Changes in and  Disagreements with Accountants on Accounting and Financial Disclosure                                                             |   | 42                |
| **Item 8A.**    |   | Controls and  Procedures                                                                                                                          |   | 42                |
| **Item 8A(T).** |   | Controls and  Procedures                                                                                                                          |   | 43                |
| **Item 8B**     |   | Other Information                                                                                                                                 |   | 43                |
|            |   |                                                                                                                                              |   |              |
| Part III.  |   |                                                                                                                                              |   |              |
| **Item 9.**     |   | Directors,  Executive Officers, Promoters, Control Persons and Corporate Governance;  Compliance with Section 16(a) of the Exchange Act |   | 44                |
| **Item 10.**    |   | Executive  Compensation                                                                                                                           |   | 47                |
| **Item 11.**    |   | Security Ownership  of Certain Beneficial Owners and Management and Related Stockholder Matters                                                   |   | 48                |
| **Item 12**     |   | Certain  Relationships and Related Transactions, and Director Independence                                                                        |   | 49                |
|            |   |                                                                                                                                              |   |              |
| Part IV.   |   |                                                                                                                                              |   |              |
| **Item 13.**    |   | Exhibits                                                                                                                                          |   | 51                |
| **Item 14.**    |   | Principal  Accountant Fees and Services                                                                                                           |   | 53                |
|            |   | Signatures                                                                                                                                        |   | 54                |
|            |   | Exhibit Index                                                                                                                                |   | 55                |

 

 

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** Note Regarding Forward Looking Statements**

 

This Annual Report on Form 10-KSB containsforward-looking statements.  Theseforward-looking statements are based on our current expectations, assumptions,estimates and projections about our business and our industry.  Words such as “believe,” “anticipate,” “expect,”“intend,” “plan,” “may”, and other similar expressions identify forward-lookingstatements. In addition, any statements that refer to expectations, projectionsor other characterizations of future events or circumstances areforward-looking statements.  Theseforward-looking statements are subject to certain risks and uncertainties thatcould cause actual results to differ materially from those reflected in theforward-looking statements.  Investorsshould further understand that these forward-looking statements are necessarilybased on the limited knowledge currently available to everyone concerned. Given the fact that many of the assumptions herein are likely to varyfrom what will actually occur, investors should treat all forward-lookingstatements only as illustrations based upon the assumptions made, and not asthe operating results of College Tonight as they will probably occur. Investors are cautioned not to place undue reliance on forward-lookingstatements, which relate only to events as of the date on which the statementsare made.  We undertake no obligation topublicly revise these forward-looking statements to reflect events orcircumstances that arise after the date hereof. Investors should refer to and carefully review the information in futuredocuments we file with the Securities and Exchange Commission.

 

**PART I**

 

**ITEM 1.  DESCRIPTION OF BUSINESS.**

 

***Overview***

 

College Tonight, Inc. (“College Tonight”/ the “Company”)owns and operates the website www.collegetonight.com, an interactive serviceand networking platform for the college market, targeting both active studentsand alumni.  As the antidote to “anti-socialnetworking,” College Tonight differs from other social networks by promotingactive social interactivity in the “real world” rather than the sedentarylifestyle nearly all competing social networks relegate their users to behind aphysical computer screen.  CollegeTonight fosters in-person communication and activities with an emphasis onnightlife and other social events both local to the user’s college campus andbeyond that area for more broadly-based communities.  The website provides an online forum forstudents to exchange information on social activities happening offline,serving as a catalyst for real-life relationships and interaction among users.

 

***Reverse Merger***

 

College Tonight is the successor to SimexTechnologies, Inc. (“Simex”), a Delaware company whose common stock waspreviously traded on the Pink Sheets under the symbol “SMXT.”  On November 29, 2007, Simex completedits merger with the Company pursuant to an Agreement and Plan of Merger amongSimex, College Tonight, and Simex CT Acquisition Corp., dated October 12,2007 (the “Reverse Merger”).  Terms andconditions relating to the Reverse Merger included:

 

·                  Prior to the Reverse Merger, Simex (i) settledall outstanding payables and notes, and caused certain outstanding notes toconvert into 3,812,817 shares of common stock, (ii) 

 

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obtained the cancellation of 18,645,000 shares of its common stock suchthat 19,711, 969 shares were outstanding at the date of Merger; (iii) raised$1,039,500 in a private placement to accredited investors and issued 10,395,000common shares of Simex to accredited investors in connection with the privateplacement; and (iv) filed all periodic reports required by Sections 13 or15 of the Securities Exchange Act to bring Simex current on its SEC reportingobligations.

 

·                  Simex issued 2,412,800 shares of Series AConvertible Preferred Stock in Simex to the shareholders of College Tonight ZacharySuchin and Jason Schutzbank (collectively, the “Controlling Shareholders”), inexchange for all of the issued and outstanding shares of College Tonight.  Since Simex did not have sufficientauthorized common shares available on the November 29, 2007 closing dateof the Reverse Merger in order to effect the conversion of the Series AConvertible Preferred shares into common shares, the value of the preferredshares is classified as a liability on the Company’s balance sheet until March 5,2008, the date when sufficient common shares became available.

 

·                  Simex CT Acquisition Corp., a wholly-ownedsubsidiary of Simex, merged with and into College Tonight, and College Tonightthereby became a wholly-owned subsidiary of Simex.  Zachary Suchin and Jason Schutzbank(collectively, the “Controlling Shareholders”), were appointed to the Company’sBoard of Directors, with Mr. Suchin being appointed Chairman. In addition,Messrs. Suchin and Schutzbank were appointed officers of Simex.

 

·                  In accordance with the terms of the ReverseMerger, Kjell I. Jagelid and Warren L. Traver resigned from all offices ofSimex that they held and also submitted letters of resignation from theirpositions as Simex directors.  Their resignations as directors becameeffective on February 11, 2008 after dissemination of an information statementpursuant to Sections 14(c) ands (f) of the Exchange Act relating tothe amendments to the Company’s Certificate of Incorporation, referenced below.

 

·                  In order to effectuate the Reverse Merger,the Simex Board of Directors approved and adopted by written consentresolutions to amend the Certificate of Incorporation of the Company on December 14,2007 (the “Written Consent”).  Pursuant to the Written Consent, Simex’scurrent Certificate of Incorporation was amended to (i) increase theCompany’s total authorized stock from 50,000,000 to 100,000,000 shares ofCommon Stock (the “Increase”) (ii) effect a 1-for-4 Reverse Split of theissued and outstanding Common Stock (the “Reverse Split”), and (iii) changethe name of the Company from Simex to “College Tonight, Inc.” to moreaccurately reflect our business operations (the “Name Change”).  The Controlling Stockholders consented to andauthorized the Written Consent.  TheIncrease, the Reverse Split, and the Name Change amendments became effective March 5,2008.

 

·                  The 2,412,800 shares of Series APreferred Stock issued to the Controlling Shareholders converted automaticallyinto Simex Common Stock on March 5, 2008 at the rate of forty (40) sharesof Common Stock for each share of Series A Preferred Stock, and theresulting shares of Common Stock were then subject to the Reverse Split.  As a result, a total of 24,128,000 shares ofCommon Stock were issued to the Controlling Shareholders in connection with theaforementioned amendments to our Certificate of Incorporation, constitutingapproximately 74% of the Company’s 32,607,947 issued and outstanding shares at March 30,2008 (post one for four reverse split).

 

 

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·                  After the Reverse Merger, College Tonight’scommon shares traded on the Pink Sheets under the Simex Technologies, Inc.ticker symbol, “SMXT.”  In connectionwith the Written Consent, College Tonight applied for a new ticker symbol and,on March 28, 2008, College Tonight’s common stock commenced trading on thePink Sheets under the ticker symbol “CGEG.” The Company intends to apply forthe transfer of trading in its common shares from the Pink Sheets to the OTCBulletin Board.

 

***Simex Technologies, Inc.***

 

Simex, the Company’s predecessor corporation, wasoriginally organized in 1983 as “Gold Exchange of Singapore” and conductedlimited operations until its reorganization with SIMEX A/S, an engineering andservice company based in Stavanger, Norway on April 28, 1998. Under theterms of the reorganization, the principal shareholders of SIMEX A/S became themajority shareholders of the Company, and SIMEX A/S became a wholly-ownedsubsidiary of the Company.  In April 1999,Simex reincorporated as a Delaware corporation and changed its name to SimexTechnologies, Inc.  Between 1998 and2001, Simex completed a number of acquisitions in the engineering, constructionand oil service fields.  In 2002, Simexsold off all operations. Between 2003 and 2004, Simex entered and exitedvarious businesses in the security and computer equipment fields.  Forexample, on August 19, 2004, Simex entered into an Agreement and Plan ofShare Exchange with Red Alert Group, Inc., a Georgia corporationspecializing in the areas of homeland security, cyber security, and privatemilitary security (“Red Alert”).  Simex was to issue Series APreferred Stock in consideration for the Red Alert business.  However, Simex subsequently determined thatit could not acquire Red Alert by the issuance of shares of Series APreferred Stock in compliance with federal securities laws due to the size,nature and composition of the shareholders of Red Alert.  As aconsequence, the Company never issued any shares of Series A PreferredStock to the shareholders of Red Alert, and therefore never completed theacquisition of Red Alert. On January 6, 2006, the Company and Red Alertentered into a Mutual Rescission Agreement under which they mutually terminatedthe Agreement and Plan of Share Exchange.

 

Prior to the Reverse Merger, Simex had been aninactive public shell company and had been seeking an acquisition or mergercandidate with a viable product or service with growth potential.  Unless otherwise stated herein, references inthis Form 10-KSB to the “Company” refer to Simex on and before November 29,2007 and to College Tonight after November 29, 2007.

 

***CurrentBusiness of the Company***

 

College Tonight was formed as a California limitedliability company on July 3, 2006**,** and re-formedand re-domesticated as a Delaware corporation on June 7, 2007.  TheCompany’s business consists primarily of the operation and marketing of awebsite, www.collegetonight.com, which focuses on nightlife events and socialopportunities directly on college campuses and within their broadercommunities.  From July 3, 2006 (inception) through December 31,2007, College Tonight generated $6,951 of revenues and a deficit accumulatedduring the development stage of $869,459.  College Tonight’s activities todate have consisted of development of its Website and marketing strategy, andthe introduction of its Website service in more than 150 college campuseslocated in approximately 60 cities throughout the United States.

 

 

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Visitors to the College Tonight website accessup-to-the minute news about club events, parties, music performances, sportingevents, and promotions throughout their communities. The service also providesadvertisers with a rich user-base of active, often affluent and socialtrendsetting and taste-making college students. College Tonight is a “socialsidekick,” providing students with ideas, connections and a catalyst for actualsocial interactivity, taking users from interface, to face-to-face. The Companydevelops, builds and markets online community products to serve the collegemarket.

 

Students visiting the College Tonight Website willlearn of exciting social events and receive attractive and unique promotionalopportunities throughout the course of the week.  Middleman promotershistorically have been paid substantial fees by bars and clubs to attract thelocal student bodies.  As part of its service, College Tonight eliminatesthis fundamental need, providing even the smallest establishments with uniquemethods of reaching their core demographic, creating direct communication oftheir offerings, and maintaining a continual, interactive Web presence withtheir market.  For a minimal monthly subscription, venues have the potentialto reach more patrons than ever before, while students can discover new placesthey never knew existed and attend events of which they would never otherwisehave been aware.  The College Tonight platform also allowsadvertisers to access the world of active, outgoing, and socially motivatedcollege students in ways that are inherently a part of their natural lives.

 

***Our Productsand Services***

 

The Website displays events in and around campus,including special deals that are targeted to appeal to the cost-consciouscollege student. When an event icon is “clicked,” a description page appearswith event details, venue information, reviews, and an excitement scale (ascale based on the number of attendees). Each event shows the number of attendees, and percentages for each (%Male, % Female).  These statistics are compiled campus-wide; however, afilter can be employed by the user to reflect important data for their *Entourage* or a specific group (clique). Results are updatedin real time.

 

Once the user learns the venue destination(s) ofhis or her friends, the user’s special interest groups, and/or the entirecampus community, he or she receives the prompt “Where Are You Going Tonight?”  The answer allows the user’s friends to knowhis/her status and help them with their entertainment decision through theutilization of College Tonight’s Social Ticker.

 

College Tonight’s focus on mobility means anextensive amount of innovative integration into all aspects of the CollegeTonight experience.  This begins with a gamut of proprietary features thathave been developed by College Tonight.  The features of our Websiteinclude:

 

*Entourage:*One’s “Entourage”is a group of friends that a user has real life relationships with- maintainingthese friendships rather than quantifying online connections. A user may add afriend to his or her Entourage simply by clicking on a link, whichautomatically adds the friend to the Entourage, and no confirmation is requiredfrom the friend that has been added. Users can categorize their Entourage with *cliques*so that it’s even simpler to track buddies’ social activities, girls or boys ofinterest or even people the user is trying to avoid.

 

*Groups:*  Users can subscribe to different groups thatcontain users of like interests.  Each group has features similar to thatof an Entourage, such as polling, simple communication, event 

 

 

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statistics, and photos, but with results limited tomembers of the group only.  Therefore, the user can create a group for anon-campus club, and can view statistics on where everyone in the club is goingthat night, poll their friends for questions, and view photographs.  The heading “Promoters & Venues”found in the Group section, allows promoters to post specials and deals tomarket their events, as well as internally message all users.  Each night,the most widely selected event by users of a group is displayed so that someonewith interests similar to the group can readily make a social decision.  Venue subscriptions mimic the functionalityof groups.

 

The Company, in December 2007, announced astrategic partnership with Jangl, Inc. a mobile provider of calling andonline services. With the development of “Click-To-Call” capabilities, userswill interact with brands and venues through direct voice communication.  An additional feature will enable students totalk and text without revealing phone numbers, keeping phone conversations safeand private.

 

*Crush CalculatorTM:*  The CrushCalculator is designed to match people who have crushes on one another, forgingnew relationships in a privacy-protected way. It is a fun and interactive wayto see if someone you are interested in feels the same way about you. You cancrush people both inside and outside of your college. Crushes are not schoolspecific, nor are the results retained in the Crush Calculator.  If youcrush a person, and a person does not mutually crush you, the informationdisappears into cyberspace and the other person is never notified. Unless twopeople list each other, neither will know you have crushes on one another. If,in fact, you both have crushes on one another, you will be mutually notifiedthrough one of several alert options including email, AIM or SMS.

 

Through another development deal with Gold Mobile,College Tonight’s Crush Calculator TM will receive a mobile make-over that willallow users to know when those they are interested in have entered the sameevent or venue.  With a unique location- check-in system, this then leadsto a series of options for engaging those users are interested in.  The Jangl integration will also contribute toan extensive mobile interpretation of the Crush features.

 

*Hook-UpsTM:*As an extension to the Crush CalculatorTM, theHook-Up module allows the user to find and obtain a date or friend for a dateparty, formal, a night on the town, or simply a dinner and a movie, a concertor a tennis game.

 

*My Shots:* Photographs provide users with memories of their experience. At the top of the page, the albums for the events that the user hasattended are listed under the title, “Events I Have Attended.”  At thebottom, general event albums are displayed.  All albums serve as acommunity bank of photographs for everyone to enjoy and comment on. Usersperusing recent event albums can assess what friends may have been inattendance.

 

*Polling:*If a user cannot decide where to go at night,what the theme should be for the next frat party, or where to hold a friend’sbirthday celebration, a user can create a poll to solicit suggestions in thepersonal polling section. The poll may be sent to one of his or hergroups/cliques, the entire Entourage, or only specific users in the Entourage.

 

*Social Planner:*Users have the ability toplan and schedule their future social events with our calendar system.Basically, a user can log any personal activity or event and its date and timein 

 

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the calendar system.  Additionally, upcomingevents posted in our system by promoters, venues, etc. are available as dropdown options, and can be added to your personal calendar.  Tagged friends’ birthdays are automaticallyincluded, as are those of the members of the user’s Entourage.  With two weeks’ notice, users may choose avenue, a specific location, and find contact information to book a birthdaycelebration for tagged friends or Entourage members.

 

Users may share their calendars with other users ifthey choose.

 

*Drunk Dials:*This messaging application will enable usersto send and receive short messages to other designated user(s) withinstant alerts.  A remorseful sender may retract an embarrassing message (“Oops...I better un-send that!”), even if the recipient has received and read it. Thisfeature is playfully reminiscent of college students’ regrets after callingex-boy or girl friends while intoxicated the night before.  The Jangl development will contribute veryinnovative technology to the Drunk Dial experience.

 

*Alerts/Social Ticker:* Alerts are automaticsystem messages informing the user the activities of his/her Entourage that dayor evening.  An alert appears, fading in and out, every ten seconds of page viewingshowing the activities friends in a user’s Entourage have selected for thenight.  This is automatic and does notneed to be sent.  The messages rotate among Entourage friends who haveselected an event for the evening.

 

A user can preset alert preferences in the system tonotify him or her when someone has selected an activity for that night, whensomeone is attending a specific event, or when a specific venue is holding anevent.   These information alerts may be sent via:

 

- E-Mail message alert totheir e-mail address

 

- Text message alert to cellphone

 

- Instant message alert totheir screen name on AIM

 

*Excitement Scale:*Our system creates eventratings based on the number of people attending an event. The number ofpeople indicating their attendance at the event is compared to that of otherevents for that night, on a starred scale of from 1 to 5 stars.  The morestars, the more excitement anticipated for that event.

 

*Celebrity Profiles:*Celebrities using ourservice may establish a national profile in our system which users from anycampus can add to their Entourage .   Celebrity clients can utilizeCollege Tonight for publicity purposes, permitting user fans ready access toscheduled appearances and other pertinent celebrity information.

 

*Inebriation Station*:  A flash meter thatallows users to estimate their blood alcohol content based on the number andtype of drinks consumed related to their body weight.  The tool isinformative, yet provides humorous interaction with the user.

 

*Venues*:  Mimicking the Entourage functionality, thissection allows users to view and “tag” favorite venues for search.  Onesection contains featured specials and deals for easy access. 

 

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Further, after tagging a venue, the user can opt tobe alerted about specials and deals offered via email, SMS, RSS feeds or avariety of other methods — a value added service to both our users andadvertisers.

 

*Advanced Banner Filtering:*Advertisers provide setcriteria for the dissemination of their messages to select groups of CollegeTonight users.  For example, a filter could be constructed to show aspecific banner ad to male users only, or females over 21.  Thepossibilities are unlimited and represent an extreme advantage to thosecompanies/proprietors targeting our demographic user base.

 

*School Stats:*  A statistical analysis tohelp users plan their evenings.  These statistics show how many people atyour school are going out and destination of the majority, broken down intovarious relevant categories.

 

*Shout-Outs:*  Whether you want to wish afriend a happy birthday or just publicly message him or her, theseschool-specific “boards” are a censored posting for users to give notice to oneanother with the full attention of all of their campus friends.

 

*Event Feed:*  In order to provide oursubscribers with the most current update of local activities and events, wehave partnered with Upcoming.org to synchronize their database of events withthose  available on our campus Websitesnationally.

 

*Cliques: *This is a veryreal language system that functions throughout the site, from grouping tomessaging.  By categorizing members ofyour Entourage by whatever methodology a user selects, whether it be locationor level of romantic interest, the site experience is made much more fluid withthis important feature.

 

***PotentialRevenue Sources***

 

College Tonight has identified the followingpotential revenue sources:

 

*EventTicketing:* Commissions can be received from on-site event ticket sales from venues,promoters or the individuals hosting an event.

 

*Client Subscriptions:  *Local venues pay a monthlyfee, or a per event fee, to run a virtual blog/group that updates their events,specials and deals for College Tonight users.  Front-end data and premiumplacement are also available with this monthly subscription.

 

*On Site Advertising:  *Non-traditional banner adswith the latest flash technology with the ability to target/filter specificuser demographics and behaviors are available.  Advertisers can place anad, sponsor a group, or sponsor an event.

 

*Nightlife Events*:  College Tonight’s motto “Get On, GetUp, Get Out” has been the key message behind the site’s “Disorientation Tour,”a nine month roll out tour begun in late 2007 consisting of 52 promotionalevents targeting 116 campuses around the country.  These nightlife eventsmark the culmination of week-long promotions held locally at individualcampuses, with 

 

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neighboring student populations merging for theultimate college party experience. As College Tonight continues to introduceits services campus by campus, advertisers will create brand awareness withtheir participation.

 

*Mobile Component:  *Mobile advertising isdirected to a captive student audience with few distractions.

 

*Nightlife TV Podcasts:*With an eight-episodeseason, College Tonight’s monthly podcasts, focusing on college nightlife andlifestyle, provide advertisers with access to College Tonight’s substantialuser base.

 

*Freshmen Social Packets*:  Restaurant menus andsocial information disseminated to incoming freshman at universities across theUnited States through a soft-back published book.

 

*Instant Messaging & Chat Services: *Advertisements may be placedwhere users communicate most.

 

*Photo Printing: *Users will beable to print photographs through the Website.

 

*College Tonight Magazine: *Traditionalmagazine advertising through uniquely innovative flash technology.

 

*Online Store:*Sale of products rangingfrom computers to energy drinks through College Tonight’s Online Store.

 

*Power Hour/Music Mixe*s:  Merchants can placean ad in between one of College Tonight’s power hour or music mixes availablefor download/streaming through the Website.

 

*Sponsored Games:*  A game that incorporates anadvertiser’s brand interactively.

 

*Individual Venue Web Development:*****Bars, clubs,and restaurants will be able to hire us to custom design their Website,integrated with a software solution that allows events they post toautomatically and seamlessly feed into College Tonight.

 

*Food Delivery & Liaison Service:*****A national food delivery service will act as a liaison betweenrestaurants and students. This is another avenue to familiarize the studentwith College Tonight’s services.

 

*Custom Ring-Tones & Wallpaper:*  Users will havethe ability to upload their own photos or take photos from the site, anddevelop custom wallpapers for their cell phones.  Similarly, users will beable to upload .mp3 files and use snippets to create a custom ring-tone fortheir cellular device.

 

***Target Market***

 

College Tonight promotes actual social interactivityamongst the trendsetters and the tastemakers of the collegiatedemographic.  This group spends moremoney than any other demographic and 

 

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is more inclined to respond to developing trendsthan introverts on other networking sites.  This makes our user baseextremely valuable to advertisers and sponsors.  To label College Tonight’sindirect competition as a series of “social networks” would be both misleadingand a misnomer.

 

These other sites simply provide onlineentertainment and are not conducive to actual social interaction, while CollegeTonight strives to extend the experience far beyond the desk chair.

 

According to the 2006 Nielsen Net Ratings, in thepast year, the top ten networking sites have grown 47% and are expected tocontinue to grow at that rate for some time.  The audience of these sitesis a massive 68.8 million people, nearly a quarter of the United Statespopulation.  Harris Interactive, a marketresearch firm, finds that college students have over $175 billion in spendingmoney, $41 billion of which is completely discretionary.  College studentsare savvy and influential, and through their acceptance of a product, variousother demographics follow suit.  Hollywood has embraced the youth culturewith profitable results, and the Internet has followed this trend.

 

According to a survey conducted by 360 Youth MarketExplorer, one-eighth of college students consider themselves trendsetters, withtheir fingers on the pulse of pop-culture.  Young people yearn to be thefirst to know about something great and new. Brand awareness may be built far more effectively through our sites thanany billboard or commercial.  The continual, daily, regular page viewsby our users enables advertisers to embed their messages seamlessly as aninherent part of our site.

 

***Sales andMarketing Strategy***

 

We establish our Websites in metropolitan areas,creating databases capturing local club events, parties, music performances,sporting events, and promotions of interest to students residing within thearea campuses.  To date, we have provided Websites for 64 cities and 152college campuses.

 

Once we target a campus, we organize an event topromote the Website to the campus.  Our Nightlife Parties begin with astreet team of promoters actively infiltrating each individual campus withmaterials concerning the upcoming Thursday night event.  That evening willconsist of our already proven club/bar event, custom to the environment of eachcampus/locale.  This streamlined event is a nightlife spectacle withproven success in registering a tremendous number of users.  Participationin interactive contests held on Wednesday and Thursday around campus requireparticipants to register with our service.  Winners are announced theevening of the spectacular party event.  We believe our promotions areeffective in capturing email addresses, promote sponsors and most of all,connect with students, in a fashion inherently stereotypical of the collegesocial experience.

 

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***Competition***

 

*Online Social Networking*

 

The social networking market is highly competitiveand rapidly evolving to respond to growing consumer demand for compellingsocial networking services and functionality. As our market continues to growand change, that demand will be met by a number of large social networkingcompanies. College Tonight believes the factors driving long term successinclude the ability to build a large and active user base and to monetize thatbase through subscriptions or advertising. The principal competitive factorsare the size of the member base, volume and quality of user generated content,and the scope of features. We believe that we can compete favorably in each ofthese areas. We are aware, however, that many of our current and potentialcompetitors have more registered users and greater financial, technical andmarketing resources than College Tonight currently has.

 

College Tonight’s social networking services competewith a wide variety of broad social networking Web sites such as MySpace andFacebook; a number of specialty Web sites, including Classmates.com, LinkedIn,Reunion.com and Monster.com’s Military.com service offering similar onlinesocial networking services based on school, work or military communities; andan increasing number of schools, employers and associations maintaining theirown Internet-based alumni information services. College Tonight also competeswith a wide variety of Websites providing users with alternative networks andways of locating and interacting with acquaintances from various affiliations.These include Web portals such as Yahoo!, MSN and AOL, and online services suchas White Pages and US Search designed to locate individuals. As Internetsearch engines continue to improve their technology for locating individualsand their profiles on social networking Web sites, College Tonight will faceincreasing competition. In addition, many existing social networking servicesare broadening their offerings to compete with us.  Should College Tonight begin to providespecialty services in niche areas of interest, we may compete with socialnetworking Web sites such as online dating services.

 

*Online Advertising*

 

College Tonight competes for advertising revenueswith portal companies, social networking Web sites, online direct marketingbusinesses, content providers, large Web publishers, Web search enginecompanies, content aggregation companies, major Internet service providers andvarious other companies that facilitate Internet advertising. College Tonightwill also compete with traditional offline advertising channels, such as radio,television and print advertising, because most companies currently spend only asmall portion of their advertising budgets on Internet-based advertising.Internet advertising techniques are evolving, and if College Tonight’stechnology and advertising serving techniques do not meet the changingexpectations of advertisers, we will not be able to compete effectively.

 

***IntellectualProperty***

 

We rely upon a combination of trademark, patent,trade secret and copyright law, license agreements and contractualrestrictions, including confidentiality agreements, invention assignmentagreements and nondisclosure agreements with employees, contractors andsuppliers, and others with whom we conduct business to protect the technologyand intellectual property used in our business.

 

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College Tonight has applied for federal trademarkregistration of “College Tonight” (Serial No. 77252466), “Wanna Hook-up”(Serial No. 77292896) and “Get On, Get Up, Get Out” (Serial No. 77252897). College Tonight has applied for a patent covering a “system and methodfor campus-centric social networking” (Application No. 60972429). College Tonight intends to obtain routine copyright protection for itsWebsite pages.  The Company owns thedomain name “collegetonight.com”, among other domain names, and has paid allfees necessary to continue owning the name.

 

***GovernmentRegulation***

 

College Tonight’s business is subject to state,federal and international laws and regulations applicable to online commerce,including user privacy policies, product pricing policies, Web site content andgeneral consumer protection laws.  Lawsand regulations have been adopted, and may be adopted in the future, thataddress Internet-related issues, including online content, privacy, onlinemarketing, unsolicited commercial email, taxation, pricing and quality ofproducts and services.

 

Some of these laws and regulations, particularlythose that relate specifically to the Internet, were adopted relativelyrecently and their scope and application may be subject to uncertainties.Interpretations of these laws, as well as any new or revised law or regulation,could decrease demand for College Tonight’s services, increase its cost ofdoing business, result in liabilities for College Tonight, restrict itsoperations or otherwise cause its business to suffer. College Tonight’sfailure, or the failure of its business partners, to accurately anticipate theapplication of these laws and regulations, or to comply with such laws andregulations, could create liability for College Tonight, result in adversepublicity and negatively affect its businesses.

 

*Privacy, Data and ConsumerProtection.*    The FTC and many stateattorneys general are applying federal and state consumer protection laws tothe online collection, use and dissemination of personal information and thepresentation of Web site content. These regulations include requirements thatwe establish procedures to disclose and notify users of privacy and securitypolicies, obtain consent from users for collection and use of certain types ofinformation and provide users with the ability to access, correct and deletesome of their personal information stored by College Tonight. These regulationsalso include enforcement and redress provisions. The specific limitationsimposed by these regulations are subject to interpretation by courts and othergovernmental authorities. In addition, the FTC has conducted investigationsinto the privacy practices of companies that collect personal user informationover the Internet and the use and disclosure of that information. CollegeTonight may become subject to the FTC’s regulatory and enforcement efforts withrespect to current or future regulations, or those of other governmentalbodies, which may adversely affect its ability to collect demographic andpersonal information from members and its ability to use this information inits communications to members, which could adversely affect its marketingefforts. College Tonight believes that its information collection anddisclosure policies comply with existing laws, but a determination by a stateor federal agency or court that any of its practices do not meet thesestandards could result in liability and adversely affect its business. Inaddition, in the European Union member states and other foreign countries, dataprotection is even more highly regulated and rigidly enforced. To the 

 

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extent that College Tonight further expands itsbusiness into these countries, it expects that compliance with theseregulations will be more burdensome and costly for it.

 

College Tonight cannot assure anyone that itsservices and business practices, or future changes to its services and businesspractices, will not subject it to claims and liability by governmental agenciesor private parties. To the extent that College Tonight’s services and businesspractices change as a result of claims or actions by governmental agencies,such as the FTC, or private parties, any such changes could materially andadversely affect its business, financial position, results of operations andcash flows.

 

The Controlling the Assault of Non-SolicitedPornography and Marketing Act of 2003, or the CAN-SPAM Act, regulates thedistribution of commercial emails. Among other things, the CAN-SPAM Actprovides a right on the part of an email recipient to request the sender tostop sending messages and establishes penalties for the sending of emailmessages which are intended to deceive the recipient as to source or content.At this time, College Tonight is applying the CAN-SPAM requirements to itsemail communications, and believes that its email practices comply with therequirements of the CAN-SPAM Act.

 

*Digital Millennium Copyright Actof 1998.  *  The Digital MillenniumCopyright Act of 1998, or DMCA, among other things, creates limitations on theliability of online service providers for copyright infringement when users ofa service post materials that infringe the copyrights of third-parties, as longas the service provider complies with the statutory requirements of the act(including taking down or blocking infringing material). The DMCA, however,does not eliminate potential service provider liability completely. To theextent College Tonight is held liable for content posted by its users, the DMCAnotwithstanding, it could be potentially costly and harm its reputation orotherwise affect the growth of its business.

 

*Communications Decency Act.*    TheCommunications Decency Act of 1996, or CDA, regulates content of material onthe Internet, and provides immunity to providers of interactive computerservices for claims based on content posted by third-parties. The CDA and thecase law interpreting it provide that an interactive computer service provideris immune from liability for obscene, defamatory or other illegal contentposted by users of its service unless such service provider engages inactivities whereby it may be deemed itself to have been involved in creating ordeveloping the content. If College Tonight is held liable for content posted byits users it could be potentially costly and harm its reputation or otherwiseaffect the growth of its business.

 

*The Child Online Protection Actand The Children’s Online Privacy Protection Act.  *  The ChildOnline Protection Act and the Children’s Online Privacy Protection Act restrictthe distribution of materials considered harmful to children and imposeadditional restrictions on the ability of online services to collectinformation from children under 13. The failure to accurately apply orinterpret either of these Acts could create liability for College Tonight,result in adverse publicity, and negatively affect its business.

 

College Tonight may also be subject to regulationnot specifically related to the Internet, including laws affecting directmarketers and advertisers. Compliance with these laws, or the adoption ormodification of laws applicable to Internet advertising or marketing, couldaffect 

 

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College Tonight’s ability to market its services,decrease the demand for its services, increase its costs or otherwise adverselyaffect its business.

 

***Employees***

 

College Tonight has five employees.  We utilize consultants, independentcontractors and temporary employees in technical development and programming,finance and accounting, and sales and promotional capacities.

 

***Additional RiskFactors That May Affect Future Results***

 

*You should carefully consider these factors that may affect futureresults, together with all of the other information included in this Form 10-KSB,in evaluating our business and the Company. The risks and uncertaintiesdescribed below are those that we currently believe may materially affect ourbusiness and results of operations. Additional risks and uncertainties that we are unaware of or that wecurrently deem immaterial also may become important factors that affect ourbusiness and result of operations.  Ourcommon shares involve a high degree of risk and should be purchased only byinvestors who can afford a loss of their entire investment.  Prospectiveinvestors should carefully consider the following risk factors concerning ourbusiness before making an investment.*

 

*In addition, you should carefully consider these risks when you read “forward-looking”statements elsewhere in this Form 10-KSB. These are statements that relate to our expectations for future eventsand time periods.  Generally, the words “anticipate,”“expect,” “intend,” and similar expressions identify forward-lookingstatements.  Forward-looking statementsinvolve risks and uncertainties, and future events and circumstances coulddiffer significantly from those anticipated in the forward-looking statements.*

 

***Recently Organized Company;Limited Operating History***

 

From College Tonight’s July 3, 2006 inceptionthrough December 31, 2007, College Tonight generated a total of $6,951 ofrevenue and a deficit accumulated during the development stage of $869,459.College Tonight’s activities to date have primarily consisted of development ofits Website, creation of a marketing strategy, and the introduction of itsWebsite service in 64 cities covering 152 college campuses.

 

***Development Stage Company;Generation of Revenues***

 

College Tonight is in its developmental stage and aninvestor can not reasonably determine if we will ever be profitable. TheCompany is likely to continue to experience financial difficulties during ouroperational development and beyond.  Wemay be unable to operate profitably, even if we develop more substantialoperations and generate additional revenues. We have had limited revenues and significant costs to maintain thewebsite and market our products and there can be no assurance that our revenueswill exceed our costs as we continue to develop.  We may not obtain the necessary workingcapital to continue developing and market our website. Furthermore, CollegeTonight’s website may not receive sufficient Internet traffic to generaterevenues or achieve profitability.

 

***Doubt Regarding Ability toContinue as a Going Concern.***

 

College Tonight’s financial statements have beenpresented on the basis that it is and will remain a going concern, whichcontemplates the realization of assets and the satisfaction of liabilities inthe normal course of business.  College Tonight had minimal revenues andincurred net operating losses for the period July 3, 2006 (Inception) to December 31,2007. As our independent auditors have concluded, these factors create anuncertainty about College Tonight’s ability to continue as a going concern. Theability of College Tonight to continue as a going concern is dependent, amongother factors, on its continued success in raising capital.  The financialstatements of 

 

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College Tonight do not include any adjustments thatmight be necessary if College Tonight is unable to continue as a going concern.

 

***Need for Future Capital;Long-Term Viability of Company***

 

College Tonight’s future capital requirements willdepend on many factors, including the degree to which college students andbusinesses use College Tonight’s Website and the degree to which CollegeTonight is able to generate revenues from users of its site. College Tonightcurrently does not know if the proceeds of its June and November 2007offerings of common stock, which raised a total of $1,639,500, will enableCollege Tonight to achieve a profitable level of operations before additionalfinancing becomes necessary.

 

If required, there is no assurance that additionalfinancing will be available on acceptable terms, or at all.  If CollegeTonight elects to sell equity to raise additional funds, there is no assurancethat additional equity can be sold on terms favorable to the Company and to itsexisting shareholders, with the result that existing shareholders may incursubstantial dilution.  Insufficient funds may require College Tonight todelay, scale back or eliminate some or all of its activities or its efforts toobtain additional funding.

 

***Limited Formal Feasibility andMarket Study***

 

College Tonight has collected data and statisticsconcerning the potential market for its services and the costs of marketing andproviding the same. In doing so, we have relied upon the judgment andconclusions of our management, based on their respective knowledge andexperiences. There has been no formal marketing study to conclude that there isany guaranteed demand for the Company’s products or services.

 

***Unpredictability of FutureRevenues; Potential Fluctuations in Operating Results***

 

As a result of College Tonight’s limited operatinghistory and lack of executed revenue-producing agreements with potentialpartners, we are currently unable to accurately forecast our revenues. Our current and future expense levels are based largely on our marketingand development plans and estimates of future revenues.  Sales andoperating results generally depend on the volume and timing of orders and onour ability to fulfill such orders, both of which are difficult to forecast atthis stage.  We may be unable to adjust spending in a timely manner tocompensate for any unexpected revenue shortfall. Accordingly, any significantshortfall in revenues in relation to our planned expenditures could have animmediate adverse effect on our business, prospects, financial condition andresults of operations. Further, as a strategic response to changes in thecompetitive environment, we may from time to time make certain pricing, serviceor marketing decisions that could have a material adverse effect on ourbusiness, prospects, financial condition and results of operations.

 

College Tonight may experience significant fluctuationsin our future operating results due to a variety of factors, many of which areoutside our control.  Factors that may affect our operating resultsinclude:  (i) our ability to obtain and retain customers, attract newcustomers at a steady rate and maintain customer satisfaction with our productsand services, (ii) the announcement or introduction of new services byCollege Tonight or our competitors, (iii) 

 

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price competition, (iv) the level of use andconsumer acceptance of our services, (v) our ability to upgrade anddevelop IT systems and infrastructure and attract new personnel in a timely andeffective manner, (vi) technical difficulties, (vii) the amount andtiming of operating costs and capital expenditures relating to expansion of ourbusiness, operations and infrastructure, (viii) governmental regulations,and (ix) general economic conditions.

 

***Service Development Risks***

 

The process of developing services, such as thoseoffered by College Tonight, can be extremely complex, and it is possible thatwe will experience delays in developing and introducing new services in thefuture.  If we are unable to develop and introduce new services orenhancements to existing services in a timely manner in response to changingmarket conditions or customer requirements, our business, prospects, operatingresults and financial condition could be materially adversely affected. Also, announcements of currently planned or other new services may causeconsumers to delay their purchase decisions in anticipation of such services,which could have a material adverse effect on our business, prospects,operating results and financial condition, especially if the introduction ofsuch services is delayed.

 

***Limited Senior ManagementPersonnel; Management of Potential Growth; New Management Team***

 

Under College Tonight’s business plan, it intends torapidly and significantly expand its operations to address potential growth inour customer base and market opportunities.  This expansion is expected toplace a significant strain on our management, operations and financialresources.

 

To manage the expected growth of its operations andpersonnel, we may be required to implement new, transaction-processing,operating and financial systems, procedures and controls, and to expand, trainand manage a growing employee base.  We may also deem it prudent to expandour finance, administrative and operations staff.

 

There can be no assurance that College Tonight’splanned personnel, systems, procedures and controls will be adequate to supportits future operations, that management will be able to hire, train, retain,motivate and manage personnel or that its management will be able tosuccessfully identify, manage and exploit existing and potential market opportunities. If College Tonight is unable to manage growth effectively, our business,prospects, financial condition and results and operations could be materiallyadversely affected.

 

***Competition***

 

The market in which College Tonight competes ishighly competitive, and we have no assurance that the Company will be able tocompete effectively, especially against established industry competitors withsignificantly greater financial resources. We expect that we will also facecompetition from a few competitors with significantly greater financialresources, well-

 

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established brand names and large, existinginstalled customer bases. College Tonight expects the level of competition tointensify in the future.

 

***Dependence on Management***

 

College Tonight’s performance will be substantiallydependent on the continued services and on the performance of the currentsenior management and other key personnel of College Tonight. College Tonight’sperformance will also depend on College Tonight’s ability to retain andmotivate its other officers and key employees.  The loss of the servicesof any of its executive officers or other key employees could have a materialadverse effect on College Tonight’s business, prospects, financial conditionand results of operations.  College Tonight’s future success will dependon its ability to identify, attract, hire, train, retain and motivate otherhighly skilled technical, managerial, editorial, merchandising, marketing andcustomer service personnel.  Competition for such personnel is intense andthere can be no assurance that College Tonight will be able to successfullyattract, assimilate and retain sufficiently qualified personnel. The failure toretain and attract the necessary technical and managerial personnel could havea material adverse effect on College Tonight’s business, prospects, financialcondition and results of operations.

 

College Tonight’s success will be dependent, inlarge part, on the services of College Tonight’s principal officers andemployees: Milton Suchin, Zachary Suchin and Jason Schutzbank.  The lossof any of these individuals could have a material adverse effect on CollegeTonight’s business or results of operations.  College Tonight does notmaintain “key-man” life insurance policies on the lives of its officers tocompensate College Tonight in the event of their deaths.  College Tonightcurrently has employment agreements with Messrs. Suchin, Suchin andSchutzbank, and expects to obtain employment agreements with non-compete andconfidentiality covenants with any senior officers that it hires.  Its twomost senior officers are young and are new to running a business.  Mr. Suchinis 23, and recent graduate of Emory University.  Mr. Schutzbank is21, and is currently a junior at Emory University.  Milton Suchin, who became Chairman of theBoard of Directors following Simex’s name change to College Tonight onMarch 5, 2008, is 63 and has substantial business experience.

 

Other than for matters requiring shareholderapproval, investors in the Company’s common stock will have no voice in themanagement of College Tonight, including decisions regarding the operations andmarketing of College Tonight, any future expansion of College Tonight, and theselection of additional lines of business to enter (unless such matters are putto a shareholder vote).  No person should become a shareholder in thecompany unless that person is willing to entrust all such investment andoperational decisions to management.

 

***We anticipate that we will expendsignificant financial and management resources in our efforts to comply withthe internal control attestation provisions of Section 404 of theSarbanes-Oxley Act of 2002 beginning with the fiscal year ended December 31,2008***

 

Section 404 of the Sarbanes-Oxley Act of 2002,and the rules and regulations promulgated thereunder, requires us to havemanagement attest to the adequacy of our internal controls in our annual reporton Form 10-KSB for the year ended December 31, 2008.  No member of our management has anyexperience in complying with Section 404.  There is a possibilitythat we 

 

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will be required to make substantial changes to ourinternal controls in order for our management to be able to attest that ourinternal controls are effective as of December 31, 2008.  Larger public companies that are currently requiredto comply with Section 404 have incurred significant monetary and otherexpenses from diversion of management time and attention, the acquisition ofnew computer software, the employment of additional personnel and training andthird party internal controls consultants. In light of our current capital position, we anticipate that it will betime-consuming, costly and difficult for us to develop and implement theinternal controls necessary for our management to attest that our internalcontrols are effective as of December 31, 2008. We may need to hireadditional financial reporting and internal controls personnel, acquire softwareand retain a third party consultant during 2008. If our management is unable toattest that our internal controls are effective as of December 31, 2008,the price of our common stock may be adversely affected**.**

 

***Effect of Blank Check PreferredStock***

 

The Company’s Certificate of Incorporationauthorizes the issuance of up to 5,000,000 shares of preferred stock with suchrights (including voting rights), preferences, privileges and restrictions asthe Board of Directors determines without any further notice or action by theshareholders.(1)   The rights of theholders of Common Stock will be subject to, and may be adversely affected by,the rights of the holders of any additional series of preferred stock that maybe issued in the future.  The issuance of additional series of preferredstock may have the effect of delaying, deferring or preventing a change incontrol of the Company without further action by the shareholders and mayadversely affect the voting and other rights of the holders of the Common Stock.  We have no present plans to authorize orissue additional series of preferred stock.

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(1) The 2,412,800 shares of Series A convertible preferredstock issued in connection with the Reverse Merger converted automatically tocommon shares on March 5, 2008.

 

***Development of Brand Awareness***

 

For certain market segments that College Tonightplans to pursue, the development of its brand awareness is essential for it toreduce its marketing expenditures over time and realize greater benefits frommarketing expenditures.  If brand marketing efforts are unsuccessful,growth prospects, financial condition and results of operations would bematerially adversely affected. Our brand awareness efforts have required, andwill continue to require, incurrence of significant expenses.

 

***Intellectual Property Protection;Uncertainty of Protection of Proprietary Rights***

 

College Tonight believes that its trade names willhave significant value and will be important to the marketing of its servicesand products. College Tonight has applied for federal trademark registration of“College Tonight” (Serial No. 77252466) and “Get On, Get Up, Get Out”(Serial No. 77252897).  College Tonight has also applied for a patentcovering a “system and method for campus-centric social networking”(Application No. 60972429).   It is possible that CollegeTonight’s competitors or others will adopt product or service names similar toCollege Tonight’s, thereby impeding its ability to build brand identity andpossibly leading to customer confusion. 

 

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Litigation may become necessary to enforce ourintellectual property rights, to protect our trade secrets, to determine thevalidity and scope of the proprietary rights of others, or to defend againstclaims of infringement or invalidity. Such litigation, whether successful orunsuccessful, could result in substantial costs and diversions of managementresources, either of which could have a material adverse effect on CollegeTonight’s business, prospects, financial condition, or operating results.

 

College Tonight currently relies on a combination oftrade secret protection, non-disclosure agreements and licensing arrangementsto establish and protect our proprietary rights. Despite efforts to safeguardand maintain our proprietary rights, there can be no assurance that we will besuccessful in doing so or that our competitors will not independently developsoftware systems and related applications that are substantially equivalent orsuperior to our on-line or off-line internet applications.

 

College Tonight also relies on trade secrets andproprietary know-how, which we seek to protect by confidentiality andnon-disclosure agreements with its employees, consultants, and third parties. There can be no assurance that these agreements will not be breached,that we will have adequate remedies for any breach, or that certain of ourtrade secrets and proprietary know-how will not otherwise become known or bediscovered by competitors.

 

***Flaws and Defects in Products andServices***

 

Complex services as those offered by College Tonightmay contain undetected flaws or defects when first introduced or as newversions are released. Any inaccuracy or defects may result in adverse productand service reviews and a loss or delay in market acceptance. There can be noassurance that flaws or defects will not be found in our services. Flaws anddefects, if found, could have a material adverse effect upon our businessoperations and financial condition.

 

***Indemnification and Limitation ofLiability of Directors and Officers***

 

Under the Delaware General Corporation Law, aDelaware corporation may indemnify officers, directors and other corporateagents under certain circumstances and subject to certain limitations.  Article IX of the Company’s Certificateof Incorporation authorizes the Company to indemnify any person who was or is aparty or is threatened to be made a party to any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative. In addition, Article 5.03 of College Tonight’sCertificate of Incorporation provides that the personal liability of theCompany’s directors shall be eliminated to the fullest extent permitted byDelaware General Corporation Law. Finally, Article XIV of the Company’sBy-Laws provides for the indemnification of directors, officers, employees oragents of the Company in regard to their carrying out the duties of theiroffices. The By-Laws also allow for the payment in advance of certain expensesassociated with a claim for which the Company indemnifies a person.  Insofar as indemnification for liabilitiesunder the 1933 Act may be permitted to directors and directors of CollegeTonight, College Tonight has been informed that in the opinion of theSecurities and Exchange Commission, such indemnification is against publicpolicy as expressed in the 1933 Act and unenforceable.

 

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At present, there is no pending litigation orproceeding involving a director or officer of the Company as to whichindemnification is being sought nor is the Company aware of any threatenedlitigation that may result in claims for indemnification by any officer ordirector.  College Tonight maintains directors’ and officers’ liabilityinsurance.

 

***Penny Stock Regulation***

 

The Company’s securities may be subject to “pennystock rules” that impose additional sales requirements on broker-dealers whosell such securities to persons other than established customers and accreditedinvestors (generally those with assets in excess of $1,000,000 or annual incomeexceeding $200,000 or $300,000 together with their spouse). For transactionscovered by these rules, the broker-dealer must make a special suitabilitydetermination for the purchase of such securities and have received thepurchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt,the “penny stock rules” require the delivery, prior to the transaction, of adisclosure schedule prescribed by the Securities and Exchange Commissionrelating to the penny stock market. The broker-dealer also must disclosethe commissions payable to both the broker-dealer and the registeredrepresentative and current quotations for the securities. Finally, monthlystatements must be sent disclosing recent price information on the limitedmarket in penny stocks. Consequently, the “penny stock rules” may restrict theability of broker-dealers to sell the Company’s securities. The foregoingrequired penny stock restrictions will not apply to the Company’s commonstock  if such securities maintain amarket price of $5.00 or greater. There can be no assurance that the price ofthe Company’s securities will reach or maintain such a level.

 

***Absence of Dividends***

 

We have not paid any dividends or made distributionsto our investors and the Company is not likely to do so in the foreseeablefuture. We presently intend to retain earnings for use in growing our business.Additionally, we may fund a portion of our future expansion through debtfinancing, and a condition of such financing may prohibit the payment ofdividends while the debt is outstanding. Therefore, investors who elect topurchase the Company’s Common Stock should do so with the understanding thatmanagement’s goal is to build value by increasing the size of the business andnot by paying dividends in the immediate future.

 

 

**ITEM 2.  DESCRIPTION OF PROPERTY.**

 

College Tonight’s office is located in leased spaceat 6380 Wilshire Boulevard Suite 1020, Los Angeles, CA  90048. The Company’s lease expires on September 14, 2010, and the leaseprovides the Company with an option for renewal for an additional three years.

 

 

**ITEM 3.  LEGAL PROCEEDINGS.**

 

None.

 

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**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.**

 

The Company, on February 11, 2008, filed withthe Securities and Exchange Commission an Information Statement pursuant to Rules 14c-2and 14f-1 promulgated under the Exchange Act (the “Information Statement”).  The Information Statement, mailed to holdersof record of the Company’s common stock and Series A convertible preferredstock as of February 6, 2008, related to the receipt of a written consentin lieu of a meeting, dated December 14, 2007, (the “Written Consent”) ofShareholders of the Company owning at least a majority of the outstandingshares of the common stock and Series A preferred stock of the Company,voting together as a single class on an as-converted to Common Stock basis.

 

The Written Consent authorized an amendment (“Amendment”)of our Certificate of Incorporation to:

 

(i)  increase our total authorized stock from 50,000,000 to 100,000,000shares of Common Stock;

 

(ii)  effect and implement a 1-for-4 reverse split of the outstandingshares of our Common Stock; and,

 

(iii) change Simex Technologies, Inc.’s nameto “College Tonight, Inc.”

 

The Written Consent was given by shareholdersrepresenting a majority of the total number of shares of outstanding CommonStock and Series A Preferred Stock, voting together as a single class onan as-converted to Common Stock basis, and was sufficient under Section 228(a) ofthe Delaware General Corporation Law and the Company’s Bylaws to approve theAmendment and, consequently, the Amendment was not submitted for vote to othershareholders.  The action by WrittenConsent became effective when the Company filed the Amendment with the DelawareSecretary of State on March 5, 2008.

 

The above information is qualified in its entiretyby reference to the Company’s February 11, 2008 Information Statementwhich Information Statement is incorporated herein by reference.

 

**PART II**

 

**ITEM 5.   MARKET FOR COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS**.

 

Our common stock is registered with the UnitedStates Securities and Exchange Commission under 12(b) of the SecuritiesExchange Act of 1934.  The Company’s common stock trades under the tickersymbol “CGEG” on the Pink Sheets.  Priorto March 28, 2008, the common stock of College Tonight traded on the PinkSheets under the ticker symbol assigned to Simex Technologies, Inc. commonstock, “SMXT.”  The following tablesummarizes the low and high bid prices for the Company’s common stock forcalendar quarters for 2006 and 2007:

 

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| ** **     | ** ** | **2007  Bid Prices** | ** ** | **2006  Bid Prices** | ** ** |
|----------------|------------|----------------------|------------|----------------------|------------|
| ** **     | ** ** | **High**             | ** ** | **Low**              | ** ** | **High** | ** ** | **Low** | ** ** |
| First Quarter  |       | .005                 |       | .004                 |       | .006 |   | .005 |   |
| Second Quarter |       | .005                 |       | .004                 |       | .0045 |   | .003 |   |
| Third Quarter  |       | .45                  |       | .004                 |       | .009 |   | .003 |   |
| Fourth Quarter |       | .89                  |       | .35                  |       | .007 |   | .007 |   |

 

The high and low bid quotes on the Company’s commonstock reflect inter-dealer prices, without retail mark-up, mark-down orcommission and may not represent actual transactions.  There wereapproximately 234 shareholders of record of the common stock as of March 21,2008.  This number does not include anindeterminate number of shareholders whose shares are held by brokers in “streetname.”

 

The Company’s common stock is subject to rules adoptedby the Securities and Exchange Commission (“Commission”) regulating broker dealerpractices in connection with transactions in “penny stocks.” Those disclosure rules applicableto “penny stocks” require a broker dealer, prior to a transaction in a “pennystock” not otherwise exempt from the rules, to deliver a standardized disclosuredocument prepared by the Commission. That disclosure document advises aninvestor that investment in “penny stocks” can be very risky and that theinvestor’s salesperson or broker is not an impartial advisor, but rather paidto sell the shares. The disclosure contains further warnings for the investorto exercise caution in connection with an investment in “penny stocks,” toindependently investigate the security, as well as the salesperson the investoris working with and to understand the risky nature of an investment in thissecurity. The broker dealer must also provide the customer with certain otherinformation and must make a special written determination that the “penny stock”is a suitable investment for the purchaser, and receive the purchaser’s writtenagreement to the transaction. Further, the rules require that, followingthe proposed transaction, the broker provide the customer with monthly accountstatements containing market information about the prices of the securities. These disclosure requirements may have the effect of reducing the levelof trading activity in the secondary market for the Company’s common stock.Many brokers may be unwilling to engage in transactions in our common stockbecause of the added disclosure requirements, thereby making it more difficultfor shareholders to dispose of their shares.

 

***Dividend Policy***

 

Simex did not declare any cash dividends on itsCommon Stock during its fiscal year ended on December 31, 2007 or duringits fiscal year ended December 31, 2006.  While there are no restrictions on the Company’sability to pay dividends, the Board of Directors of College Tonight has made nodetermination to date to declare cash dividends and is not likely to do so forthe foreseeable future.

 

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***Preferred Stock***

 

The Company’s Certificate of Incorporation, asamended, authorizes the issuance of up to 5,000,000 shares of preferred stockwith such rights (including voting rights), preferences, privileges andrestrictions as the Board of Directors determines without any further notice oraction by shareholders.  As of March 30,2008, 5,000,000 shares of preferred stock are available for issuance.

 

***Securities Authorized forIssuance under Equity Compensation Plans***

 

None.

 

***Securities Issued in UnregisteredTransactions***

 

OnJune 7, 2007, College Tonight, Inc. was organized as a Delaware Ccorporation with authorized capital of 10,000,000 shares of common stock.  The Company issued 806,250 shares each toZachary R. Suchin and Jason A. Schutzbank, officers of the Company.  In addition, 100,000 shares were issued to adirector (resulting in a compensation charge of $1,000, representing theapproximate fair value of such shares at the date of issuance) and 360,000shares were issued to stock placement agents. In July and September 2007 the Company received $450,000 and$150,000, respectively, in exchange for the sale of 340,300 shares of commonstock pursuant to a stock subscription agreement. The above share amounts havebeen adjusted to reflect College Tonight, Inc.’s 1,000 for 1 split whichoccurred at the date of the Reverse Merger. All of these issued shares in College Tonight (2,412,800 in theaggregate) were cancelled, and 2,412,800 shares of Simex Series Apreferred stock were issued to the shareholders at the time of the ReverseMerger.

 

OnNovember 29, 2007 Simex concluded an offering to sell up to 16,500,000shares of common stock at $0.10 per share to accredited investors pursuant to Rule 506under Regulation D.  Closing of the Reverse Merger was conditioned on,among other things, Simex receiving subscriptions from accredited investors topurchase a minimum of 8,500,000 shares. Simex received subscriptions for 10,395,000 shares of common stock andraised $895,059, net of issuance and other direct costs of $144,441.

 

On November 29, 2007, Simex issued 2,412,800shares of Series A Convertible Preferred Stock in connection with its acquisitionof College Tonight.  Since Simex did nothave sufficient authorized common shares available on December 31, 2007 inorder to effect the conversion of the Series A Convertible Preferredshares into common shares, the value of the preferred shares is classified as aliability on the Company’s balance sheet at December 31, 2007. The SeriesA Preferred shared automatically converted to common shares on March 5,2008, the date that sufficient common shares became available.

 

On November 29, 2007, Simex issued 3,812,817shares of common stock resulting from the conversion of five convertible noteswith an original balance of $182,000.  The amount of principle plusaccrued interest of these notes payable were converted into common stock at$0.05 per share, as per the terms of the note agreements.

 

25

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***Cancellation of Equity Securities***

 

Simex cancelled 18,645,000 shares of its common stockin conjunction with the Reverse Merger with College Tonight for noconsideration and, as a result, there were 19,711,969 shares outstanding at thedate of the Reverse Merger.

 

***Transfer Agent and Registrar***

 

Our independent stock transfer agent is ColonialStock Transfer Company, Inc. located in Salt Lake City, Utah. Theirmailing address is 66 Exchange Place, Suite 100, Salt Lake City, UT 84111.The stock transfer agent’s phone number is (801) 355-5740.

 

**ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OFOPERATION.**

 

***DisclosureRegarding Forward-Looking Statements***

 

Theinvestor or prospective investor in the Company is cautioned to consider theCompany’s comments concerning forward-looking statements set forth in this Form 10-KSB.

 

***Plan ofOperations/ Overview***

 

Our business is the operation and marketing of awebsite at www.CollegeTonight.com. The website displays events in and around collegecampuses, including special deals that may appeal to the cost-conscious collegestudent.  The Company is young, having been formed in 2006, and ouranticipated plan of operation for the next twelve months is to continuemarketing and adding features to our Website to enhance its attractiveness andutility to college students, to expand our Website to additional metropolitanareas and college campuses, and to continue our efforts to create and capturerevenue opportunities available from the traffic we generate to ourWebsite.  The Company believes that cashon hand is sufficient for at least the next six months in light of anticipatedoperating expenses.  Additional financingefforts are expected within the next six months, though the Company is unableto provide information as to the terms of any such financing or whether itsefforts to obtain additional funds will be successful.

 

In light of the Reverse Merger and the new directionof College Tonight, and the accounting rules with respect to a reverse merger, wehave not consolidated revenues or other financial information for ourpredecessor, Simex, with College Tonight’s operations.  Simex had been essentially inactive since2006.  College Tonight is considered adevelopment stage company.

 

***Results ofOperations***

 

***Revenues***

 

College Tonight’s revenues from operations for theperiod from July 3, 2006 (inception) to December 31, 2006 were$1,000, and for the year ended December 31, 2007 were $5,951.  During these periods College Tonight focusedon developing our business plan and our website.  The increase in revenue was primarilyattributable to sponsorship of a promotional event by a single customer.Overall, we generated minimal revenue from the few events that were run duringthe initial roll-out of the service offering during 2007.  Accordingly, our revenues during this periodare not reflective of the revenues we expect to generate in the future. 

 

26

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***Depreciationand Amortization Expense***

 

College Tonight incurred no depreciation expense forthe period from July 3, 2006 to December 31, 2006, and depreciation expense of$2,158 for the year ended December 31, 2007, reflecting the timing of thepurchases of the initial capital assets.

 

***DevelopmentCosts***

 

College Tonight incurred $25,400 in development costsfor the period from July 3, 2006 to December 31, 2006, and $98,441for the year ended December 31, 2007. The $73,041 increase in cost of services and development was used tofurther develop our Website in preparation for the national rollout of ouronline services on college campuses across the country.  None of these costs met the criteria forcapitalization as they did not represent enhancements of the functionality ofthe Company’s website.

 

***Marketing Expenses***

 

College Tonight incurred marketing expenses of $0for the period from July 3, 2006 to December 31, 2006, and $205,732 for theyear ended December 31, 2007. The increase of $205,732 was attributable to theadvertisement and promotion costs necessary to launch our business.

 

***Selling,General and Administrative Expenses***

 

College Tonight incurred selling, general andadministrative expenses of $19,322 for the period from July 3, 2006 to December 31,2006, and $528,422 for the year ended from December 31, 2007.  The increase of $509,100 was incurred inbuilding the corporate infrastructure necessary to launch our newbusiness.  Approximately $195,838 wasattributable to the compensation of College Tonight officers and employees and$185,684 was incurred for professional fees associated with legal andaccounting costs of College Tonight’s incorporation and the subsequent ReverseMerger.  Which can not be capitalizedunder the accounting rules for reverse mergers.

 

***Interest Incomeand Expense***

 

During the period from July 3, 2006 to December 31,2006, we incurred interest expense of $662. Net interest income was $3,727 for the year ended December 31,2007, resulting from earnings on cash invested in interest bearing bankaccounts after the fund raising events.

 

***Net Loss***

 

During the period from July 3, 2006 to December 31,2006, we incurred a net loss of $44,384, and, for the year ended December 31,2007, we incurred a net loss of $825,075. The net losses experienced by the Company reflect the Company’s expensesto research and develop its technology, create business and financial plans,promote its service offerings and recruit management and other staff.

 

***Liquidity andCapital Resources***

 

At December 31, 2007, we had $728,245 in cashand restricted cash, current liabilities of $141,057, and working capital of$594,262.  While we had positive working capital at December 31,2007, we currently have minimal revenues and it’s likely that we will spend allof our cash on product development and marketing expenses before we achieve abreakeven level of operations.  If so, we will likely need to raiseadditional capital in order to continue to operate and grow the business inaccordance with our business plan. We may sell additional common or preferredshares in the Company and are actively exploring other alternatives to theissuance of additional equity capital. There is no assurance that we will beable to obtain additional capital or that the terms necessary to attractadditional investors will be beneficial to existing shareholders.

 

At December 31, 2006, we had $355 in cash,current liabilities of $44,739, and a working capital deficit of $44,384.

 

27

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***Going Concern***

 

College Tonight’s financial statements have been presentedon the basis that it is a going concern, which contemplates the realization ofassets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, College Tonightincurred net operating losses through the year ended December 31, 2007 andduring the period from July 3, 2006 to December 31, 2006. Thesefactors create substantial doubt about our ability to continue as a goingconcern.  Our ability to continue as a going concern is dependent, for theforeseeable future, on our continued success in raising capital.  Thefinancial statements do not include any adjustments that might be necessary ifCollege Tonight is unable to continue as a going concern.

 

***Off-BalanceSheet Arrangements***

 

College Tonight does not have any off-balance sheetarrangements that are reasonably likely to have a current or future effect onour financial condition, changes in financial condition, revenues or expenses,results of operations, liquidity, capital expenditures or capital resourcesthat are material to investors.

 

**[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]**

 

28

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**ITEM7.   FINANCIAL STATEMENTS**.

 

Report of Independent Registered Public Accounting Firm

 

        Wehave audited the accompanying consolidated balance sheets of College Tonight,Inc. (formerly Simex Technologies, Inc.) (A development Stage Company) as of December 31,2007 and 2006, and the related consolidated statements of operations, changesin stockholders’ deficiency, and cash flows for the year endedDecember 31, 2007 and the period from July 3, 2006 (inception) toDecember 31, 2006. These financial statements are the responsibility ofthe Company’s management. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audits.

 

        Weconducted our audits in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards require that weplan and perform the Audits to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. The Company is notrequired to have, nor were we engaged to perform, an audit of its internalcontrol over financial reporting. Our Audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financialreporting. Accordingly we express no such opinion. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

        Inour opinion, financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of College Tonight, Inc.(formerly Simex Technologies, Inc.) as of December 31, 2007 and 2006, andthe consolidated results of their operations and their cash flows for the yearended December 31, 2007 and the period from July 3, 2006 (inception)to December 31, 2006, in conformity with accounting principles generallyaccepted in the United States.

 

        Theaccompanying financial statements have been prepared assuming that the Companywill continue as a going concern. As discussed in Note 1 to the financialstatements, the Company is still a development stage company, has sufferedlosses from operations and has a working capital deficiency, which raisesubstantial doubt about its ability to continue as a going concern.Management’s plans regarding those matters also are described in Note 1. Thefinancial statements do not include any adjustments that might result from theoutcome of the uncertainty.

 

/s/ Amper, Politziner &Mattia, P.C.

 

----

March 31, 2008

 

Edison, New Jersey

 

 

 

29

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COLLEGE TONIGHT, INC.

(formerly Simex Technologies, Inc.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATEDSTATEMENTS OF OPERATIONS

 
|                                    |       | **Year  ended**             | ** ** | **For the  Period  July 3, 2006  (Inception) to** | ** ** | **For the  Period  July 3, 2006  (Inception) to** |       |
|-----------------------------------------|------------|-----------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------|------------|
| ** **                              | ** ** | **December 31,  2007** | ** ** | **December 31,  2006**                            | ** ** | **December 31,  2007**                            | ** ** |
| **Revenues**                            |       | $                           | 5,951      |                                                   | $          | 1,000                                                  |       | $ | 6,951 |   |
|                                    |       |                        |       |                                                   |       |                                                   |       |
| **Operating Expenses:**                 | ** ** | ** **                  | ** ** | ** **                                             | ** ** | ** **                                             | ** ** |
| Development costs                       |       | 98,441                      |       | 25,400                                                 |       | 123,841                                                |       |
| Depreciation and amortization           |       | 2,158                       |       | —                                                 |       | 2,158                                                  |       |
| Marketing                               |       | 205,732                     |       | —                                                 |       | 205,732                                                |       |
| Selling, general and  administrative    |       | 528,422                     |       | 19,322                                                 |       | 547,744                                                |       |
| Total operating expenses                |       | 834,753                     |       | 44,722                                                 |       | 879,475                                                |       |
| **Operating Loss**                      |       | (828,802                    | )          | (43,722                                                | )          | (872,524                                               | )          |
|                                    |       |                        |       |                                                   |       |                                                   |       |
| **Other Income (Expense):**             |       |                        |       |                                                   |       |                                                   |       |
| Interest income                         |       | 4,572                       |       | —                                                 |       | 4,572                                                  |       |
| Interest expense                        |       | (845                        | )          | (662                                                   | )          | (1,507                                                 | )          |
| **Net Loss**                            |       | $                           | (825,075   | )                                                      | $          | (44,384                                                | )          | $ | (869,459 | ) |
|                                    |       |                        |       |                                                   |       |                                                   |       |
| Net Loss per share (basic  and diluted) |       | $                           | (0.03      | )                                                      | $          | (0.00                                                  | )          |   |   |
|                                    |       |                        |       |                                                   |       |                                                   |       |
| Weighted average shares  outstanding:   |       |                        |       |                                                   |       |                                                   |       |
| Basic and diluted                       |       | 25,605,485                  |       | 23,539,786                                             |       |                                                   |       |

 

 

The accompanying notes are an integral part of thesefinancial statements.

 

30

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COLLEGE TONIGHT, INC.

(formerly Simex Technologies, Inc.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATEDBALANCE SHEETS

 
| ** **                                                                                                                                                    | ** ** | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|
| ** **                                                                                                                                                    | ** ** | **2007**              | ** ** | **2006** | ** ** |
| **Assets**                                                                                                                                                    | ** ** | ** **            | ** ** | ** ** | ** ** |
| **Current Assets:**                                                                                                                                           | ** ** | ** **            | ** ** | ** ** | ** ** |
| Cash                                                                                                                                                          |       | $                     | 722,402    |   | $ | 355 |   |
| Restricted cash                                                                                                                                               |       | 5,843                 |       | — |   |
| Due from officers                                                                                                                                             |       | 3,574                 |       | — |   |
| Other current assets                                                                                                                                          |       | 3,500                 |       | — |   |
| **Total Current Assets**                                                                                                                                      |       | 735,319               |       | 355 |   |
|                                                                                                                                                          |       |                  |       |   |   |
| Property, plant and equipment, net                                                                                                                            |       | 19,526                |       | — |   |
| Other assets                                                                                                                                                  |       | 19,075                |       | — |   |
| **Total Assets**                                                                                                                                              |       | $                     | 773,920    |   | $ | 355 |   |
|                                                                                                                                                          |       |                  |       |   |   |
| **Liabilities and Shareholders’  Equity / Members’ Deficit**                                                                                        | ** ** | ** **            | ** ** | ** ** | ** ** |
| **Current Liabilities:**                                                                                                                                      | ** ** | ** **            | ** ** | ** ** | ** ** |
| Accounts payable                                                                                                                                              |       | $                     | 10,971     |   | $ | 7,388 |   |
| Accrued expenses                                                                                                                                              |       | 130,086               |       | 13,662 |   |
| Related party loans                                                                                                                                           |       | —                |       | 23,689 |   |
| **Total Current Liabilities**                                                                                                                                 |       | 141,057               |       | 44,739 |   |
|                                                                                                                                                          |       |                  |       |   |   |
| Convertible preferred stock $.001 par value; 5,000,000 shares  authorized; 2,412,800 shares issued and outstanding (converted to equity in  2008, see Note 4) |       | 602,613               |       | — |   |
| Commitments                                                                                                                                                   |       |                  |       |   |   |
|                                                                                                                                                          |       |                  |       |   |   |
| **Shareholders’ Equity Members’  Deficit:**                                                                                                         | ** ** | ** **            | ** ** | ** ** | ** ** |
| Common stock; $.01 par value; 50,000,000 shares authorized  33,919,786 shares issued and outstanding                                                     |       | 33,920                |       | — |   |
| Additional paid in capital                                                                                                                                    |       | 865,789               |       | — |   |
| Members deficit accumulated during the development stage                                                                                                      |       | —                |       | (44,384 | ) |
| Deficit accumulated during the development stage                                                                                                              |       | (869,459              | )          | — |   |
| **Total Shareholders’ Equity / Members’ Deficit**                                                                                                   |       | 30,250                |       | (44,384 | ) |
| **Total Liabilities and Shareholders’ Equity /  Members’ Deficit**                                                                                  |       | $                     | 773,920    |   | $ | 355 |   |
|                                                                                                                                                               |            |                       |            |  |  |  |  |  |

 

 

The accompanying notes are an integral part of thesefinancial statements.

 

31

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COLLEGE TONIGHT, INC.

(formerly Simex Technologies, Inc.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OFCASH FLOW

 
| ** **                                                                                  | ** ** | **Year  ended**             | ** ** | **For the  Period  July 3, 2006  (Inception) to** | ** ** | **For the  Period  July 3, 2006  (Inception) to** | ** ** |
|---------------------------------------------------------------------------------------------|------------|-----------------------------|------------|--------------------------------------------------------|------------|--------------------------------------------------------|------------|
| ** **                                                                                  | ** ** | **December 31,  2007** | ** ** | **December 31,  2006**                            | ** ** | **December 31,  2007**                            | ** ** |
| **Cash Flows from Operating Activities:**                                                   | ** ** | ** **                  | ** ** | ** **                                             | ** ** | ** **                                             | ** ** |
| Net loss                                                                                    |       | $                           | (825,075   | )                                                      | $          | (44,384                                                | )          | $ | (869,459 | ) |
| Adjustments to reconcile net loss to net cash used in operating  activities:                |       |                        |       |                                                   |       |                                                   |       |
| Depreciation                                                                                |       | 2,158                       |       | —                                                 |       | 2,158                                                  |       |
| Non-cash compensation charge                                                                |       | 1,000                       |       | —                                                 |       | 1,000                                                  |       |
| Change in assets and liabilities:                                                           |       |                        |       |                                                   |       |                                                   |       |
| Accounts payable and accrued expenses                                                       |       | 120,007                     |       | 21,050                                                 |       | 141,057                                                |       |
| Net cash used in operating activities                                                       |       | (701,910                    | )          | (23,334                                                | )          | (725,244                                               | )          |
|                                                                                        |       |                        |       |                                                   |       |                                                   |       |
| **Cash Flows from Investing Activities:**                                                   | ** ** | ** **                  | ** ** | ** **                                             | ** ** | ** **                                             | ** ** |
| Change in restricted cash                                                                   | ** ** | 5,843                       | ** ** | —                                                 | ** ** | 5,843                                                  | ** ** |
| Other assets                                                                                |       | (25,729                     | )          | —                                                 |       | (25,729                                                | )          |
| Purchases of property and equipment                                                         |       | (21,684                     | )          | —                                                 |       | (21,684                                                | )          |
| Net cash used in investing activities                                                       |       | (41,570                     | )          | —                                                 |       | (41,570                                                | )          |
|                                                                                        |       |                        |       |                                                   |       |                                                   |       |
| **Cash Flows from Financing Activities:**                                                   | ** ** | ** **                  | ** ** | ** **                                             | ** ** | ** **                                             | ** ** |
| Proceeds from issuance of common stock, net of issuance and other direct  costs of $144,441 |       | 895,059                     |       | —                                                 |       | 895,059                                                |       |
| Proceeds from sale of common stock pursuant to subscription agreements                      |       | 600,000                     |       | —                                                 |       | 600,000                                                |       |
| (Payments), proceeds from related party loans                                               |       | (23,689                     | )          | 23,689                                                 |       | —                                                 |       |
| Net cash provided by financing activities                                                   |       | 1,471,370                   |       | 23,689                                                 |       | 1,495,059                                              |       |
|                                                                                        |       |                        |       |                                                   |       |                                                   |       |
| Net change in cash                                                                          |       | 727,890                     |       | 355                                                    |       | 728,245                                                |       |
| Cash at beginning of the period                                                             |       | 355                         |       | —                                                 |       | —                                                 |       |
| Cash at end of the period                                                                   |       | $                           | 728,245    |                                                   | $          | 355                                                    |       | $ | 728,245 |   |
|                                                                                        |       |                        |       |                                                   |       |                                                   |       |
| Cash paid during the year for:                                                              |       |                        |       |                                                   |       |                                                   |       |
| Interest                                                                                    |       | $                           | 1,506      |                                                   |       |                                                   | $          | 1,506 |   |
|                                                                                        |       |                        |       |                                                   |       |                                                   |       |
| Noncash investing and financing activities:                                                 |       |                        |       |                                                   |       |                                                   |       |
| Issuance of convertible Series A preferred shares in the merger  transaction           |       | $                           | 602,613    |                                                   |       |                                                   | $          | 602,613 |   |
| Issuance of common stock upon conversion of notes payable and related  accrued interest     |       | $                           | 190,641    |                                                   |       |                                                   | $          | 190,641 |   |
| Conversion of LLC to corporation                                                            |       | $                           | 68,676     |                                                   |       |                                                   | $          | 68,676 |   |
| Common stock acquired upon merger with SIMEX                                                |       | $                           | 160,086    |                                                   |       |                                                   | $          | 160,086 |   |

 

 

The accompanying notes are an integral part of thesefinancial statements.

 

32

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**COLLEGE TONIGHT, INC.**

(formerly Simex Technologies, Inc.)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF PREFERRED STOCKAND SHAREHOLDERS’ EQUITY / MEMBERS DEFICIT

 
| ** **                                                                                                                    | ** ** | **Preferred Stock** | ** ** | ** ** | ** ** | ** ** | **Common Stock**                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **                     | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|------------|------------|------------|------------|---------------------------------------------------------------|------------|------------|------------|------------|------------|--------------------------------|------------|
| ** **                                                                                                                    | ** ** | **Shares**          | ** ** | **Amount** | ** ** | ** ** | **Members  Deficit Accumulated during the Development Stage** | ** ** | **Shares** | ** ** | **Amount** | ** ** | **Additional Paid in Capital** | ** ** | **Deficit Accumulated during the Development Stage** | ** ** | **Total Shareholders’ Equity** | ** ** |
|                                                                                                                          |       |                |       |       |       |       |                                                          |       |       |       |       |       |                           |       |   |   |   |   |
| Balance at July 3, 2006 (inception)                                                                                      |       | —              |       | $          | —     |       |                                                          | $          | —     |       | —     |       | $                              | —     |   | $ | — |   | $ | — |   | $ | — |   |
| Net loss for the period from July 3, 2006 to December 31, 2006                                                                |       | —              |       | —     |       |       | (44,384                                                       | )          | —     |       | —     |       | —                         |       | — |   | (44,384 | ) |
| Balance at December 31, 2006                                                                                             |       | —              |       | $          | —     |       |                                                          | $          | (44,384    | )          | —     |       | $                              | —     |   | $ | — |   | $ | — |   | $ | (44,384 | ) |
|                                                                                                                          |       |                |       |       |       |       |                                                          |       |       |       |       |       |                           |       |   |   |   |   |
| Net loss for the period from January 1, 2007 through June 7,  2007, date of conversion from an LLC to a corporation |       | —              |       | —     |       |       | (24,292                                                       | )          | —     |       | —     |       | —                         |       | — |   | (24,292 | ) |
| Effect of conversion from LLC to corporation                                                                                  |       | —              |       | —     |       |       | 68,676                                                        |       | 1,612,500  |       | 1,613      |       | (25,905                        | )          | (44,384 | ) | — |   |
| Issuance of common stock from subscription agreements                                                                         |       | —              |       | —     |       |       | —                                                        |       | 340,300    |       | 340        |       | 599,660                        |       | — |   | 600,000 |   |
| Shares of College Tonight issued to director and placement agents                                                             |       | —              |       | —     |       |       | —                                                        |       | 460,000    |       | 460        |       | 540                            |       | — |   | 1,000 |   |
| Conversion of common stock to preferred stock upon merger with Simex                                                          |       | 2,412,800           |       | 602,613    |       |       | —                                                        |       | (2,412,800 | )          | (2,413     | )          | (600,200                       | )          | — |   | (602,613) |   |
| Issuance of common stock, net of issuance costs                                                                               |       | —              |       | —     |       |       | —                                                        |       | 10,395,000 |       | 10,395     |       | 884,664                        |       | — |   | 895,059 |   |
| Common stock acquired upon merger with Simex                                                                                  |       | —              |       | —     |       |       | —                                                        |       | 19,711,969 |       | 19,712     |       | (179,798                       | )          | — |   | (160,086 | ) |
| Issuance of common shares for conversion of notes payable                                                                     |       | —              |       | —     |       |       | —                                                        |       | 3,812,817  |       | 3,813      |       | 186,828                        |       | — |   | 190,641 |   |
| Net loss for the period from June 7, 2007 to December 31, 2007                                                                |       | —              |       | —     |       |       | —                                                        |       | —     |       | —     |       | —                         |       | (825,075 | ) | (825,075 | ) |
| Balance at December 31, 2007                                                                                             |       | 2,412,800           |       | $          | 602,613    |       |                                                          | $          | —     |       | 33,919,786 |       | $                              | 33,920     |   | $ | 865,789 |   | $ | (869,459 | ) | $ | 30,250 |   |
|                                                                                                                               |            |                     |            |            |            |            |                                                               |            |            |            |            |            |                                |            |  |  |  |  |  |  |  |  |  |  |  |  |

 

The accompanying notes are an integral part of these financialstatements. 

 

33

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Note  1 - Background and Liquidity

 

*Background*

 

OnNovember 29, 2007, Simex Technologies, Inc. (subsequently College Tonight,Inc.) (“Simex” or the “Company”) completed an acquisition of College Tonight,Inc. (the Reverse Merger acquisition”). Simex had been an inactive public shellfor the past two years. As part of the acquisition, Simex issued to thestockholders of College Tonight, Inc., 2,412,800 shares of their Series APreferred Stock in exchange for all of the issued and outstanding capital stockof College Tonight.  Since the Company did not have sufficient authorizedcommon shares at the date of the transaction to effect the conversion of the Series APreferred shares to common, the value of the preferred stock will be classifiedas a liability until the March 5, 2008 approval noted below. As a resultof the Reverse Merger transaction, College Tonight thereby became Simex’swholly owned subsidiary and the former stockholders of College Tonight becameSimex’s controlling stockholders.

 

Under generally accepted accounting principles inthe United States of America, the Reverse Merger Acquisition was considered tobe a capital transaction in substance, rather than a business combination. That is, the acquisition was equivalent to the issuance of stock byCollege Tonight, Inc. for the net monetary assets of Simex, accompanied bya recapitalization, and was accounted for as a change in capital structure.Accordingly, the accounting for the acquisition was identical to that resultingfrom a reverse acquisition, except that no goodwill was recorded.  Under reversetakeover accounting, the comparative historical financial statements of the “legalacquirer” (Simex) are those of the “accounting acquirer” (College Tonight, Inc.). Earnings (loss) per share are calculated to reflect the company’s changein capital structure for all periods presented.  Costs associated with themerger were expensed as incurred by College Tonight, Inc. The net monetaryassets acquired from the Simex business was $5,843.

 

CollegeTonight Inc. (the “Company” or “College Tonight”) was originally incorporatedas a limited liability company, College Tonight LLC, on July 3, 2006, and allmember units were exchanged for stock in College Tonight Inc. on June 7, 2007.

 

TheCompany conceptualized and designed a website that provides college studentsand alumni a social networking medium via the Internet. The website informspeople of nightlife options in their community and school as well as promotingsocial interaction within the student body and alumni.

 

Sinceits inception, the Company has devoted substantially all of its efforts toresearch and development of its technology, business and financial planning,recruiting management and technical staff, acquiring assets and raisingcapital. Accordingly, the Company is considered to be in the development stageas defined in Statement of Financial Accounting Standards No. 7.

 

OnDecember 14, 2007, the Board of Directors of Simex approved and adopted bywritten consent resolutions to amend the Certificate of Incorporation of theCompany. Pursuant to this Written Consent, the Company’s current Certificate ofIncorporation was amended to (i) increase the Company’s total authorized stockfrom 50,000,000 to 100,000,000 shares of Common Stock (ii) effect a 1-for-4 ReverseSplit of the Company’s issued and outstanding Common Stock, and (iii) changethe Company’s name to “College Tonight, Inc.” to more accurately reflect ourbusiness operations. On March 5, 2008 the majority stockholders approved theincrease amendment, the reverse split and the name change amendment dated as ofDecember 14, 2007 (see Note 8). The Company applied for a change in its tradingsymbol, and has moved trading in its common stock to the OTC Bulletin Board asof March 28, 2008.

 

*Liquidity*

 

TheCompany is a development stage company which has generated negative cash flowsfrom operations, and a deficit accumulated during the development stage of$869,459 at December 31, 2007.  Those factors, as well as theuncertain conditions that the Company faces regarding its future

 

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raisingof capital and ultimately successfully commercializing its business plan raisesubstantial doubt about the Company’s ability to continue as a going concern.Management of the Company has a plan in to increase capital through issuance ofadditional stock to shareholders, however there can be no assurance that thiscan be successfully consummated.

 

TheCompany’s financial statements have been presented on the basis that it is agoing concern, which contemplates the realization of assets and thesatisfaction of liabilities in the normal course of business.  Thefinancial statements of the Company do not include any adjustments that mightbe necessary if the Company is unable to continue as a going concern.

 

Note  2 - Summary of Significant Accounting Policies

 

*Use of Estimates*

 

Thepreparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reported period.  Actual results could differ from thoseestimates.

 

*Revenue Recognition*

 

Revenuefor sponsorships and placement of advertising are recognized when the events towhich they pertain occur.

 

*Depreciation and amortization*

 

Propertyand equipment are stated at cost. Depreciation is computed on the straight-line method over the estimateduseful lives of the assets.  Estimateduseful lives of five years are used for furniture, fixtures, and equipment, andthree years for computer hardware and software.

 

*Advertising*

 

TheCompany expenses all advertising costs as incurred and such costs amounted to$158,348 and $0 for the year ended December 31, 2007 and the period from July3, 2006 (inception) to December 31, 2006, respectively.

 

*Restricted cash*

 

Restrictedcash represents cash escrow from the Reverse Merger transaction.

 

*Valuation of long-lived assets*

 

TheCompany accounts for the valuation of long-lived assets under Statement ofFinancial Accounting Standards (SFAS) No. 144, Accounting for theImpairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that long-lived assets and certainidentifiable intangible assets be reviewed for impairment whenever events orcircumstances indicate that the carrying amount of an asset may not berecoverable.  Recoverability of thelong-lived assets is measured by a comparison of the carrying amount of theasset to future undiscounted net cash flows expected to be generated by theasset.  If such assets are considered tobe impaired, the impairment to be recognized is measured by the amount by whichthe carrying amount of the assets exceeds the estimated fair value of theassets.  Assets to be disposed of arereported at the lower of the carrying amount or fair value, less cost tosell.  SFAS No. 144 had no impact onthe Company’s financial statements during 2006 and 2007.

 

 

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*Loss Per Share*

 

Basic loss per share is calculated by dividing thenet loss by the weighted-average number of common shares outstandingduring the period. Diluted loss per share is calculated by dividing the netloss by the weighted-average number of common shares and dilutivepotential common shares outstanding during the period. Our diluted loss pershare is the same as the basic loss per share for 2007 because our common stockequivalents are anti-dilutive. Shares of preferred stock convertible into96,512,000 shares of common stock (including those common shares which will beconsidered restricted shares after conversion of the preferred stock to commonstock), subject to certain adjustments, are not included in the diluted lossper share calculation, as they are anti-dilutive. 

 

*Income taxes*

 

Deferredtaxes are calculated using the liability method whereby deferred tax assets arerecognized for deductible temporary differences and operating loss and taxcredit carryforwards and deferred tax liabilities are recognized for taxabletemporary differences.  Temporarydifferences are the differences between the reported amounts of assets andliabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in theopinion of management, it is more likely than not that some portion or all ofthe deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects ofchanges in tax laws and rates on the date of enactment.

 

In June 2006, the Financial Accounting Standards Board (“FASB”)issued FASB Interpretation No. 48, Accounting for Uncertainty in IncomeTaxes, an Interpretation of SFAS 109, Accounting for Income Taxes (“FIN 48”). This interpretation clarifies the accounting for uncertainty in income taxesrecognized in an entity’s financial statements in accordance with SFAS 109 byprescribing the minimum recognition threshold and measurement attributable to atax position taken or expected to be taken on a tax return is required to bemet before being recognized in the financial statements.  The adoption ofFIN 48 had no material impact on the Company’s financial statements for theyear ended December 31, 2007. The Company can not reasonably estimateuncertainties in tax positions for the years ended 2003 through 2006 becauseSimex has not filed tax returns and, thus, not yet determined its taxpositions. Presumably, due to the existence of probable, as yet not determinedloss carryovers, any such positions, if challenged, would presumably simplyreduce the amount of the loss carryovers, and resultant deferred income taxassets. For tax positions taken by Simex for filed open years, including 2002and possibly years previous to 2002, the Company can not reasonably estimateuncertainties in tax positions because of insufficient information.  It is also possible that the Company could beliable for unassessed penalties for Simex’s failure to timely file taxreturns.  The amount of such penaltiescan not be currently determined but is not believed would have a materialimpact on the Company’s financial statements.

 

**Capitalized Website Development Costs:** The Company capitalizedseligible costs associated with software developed or obtained for internal usein accordance with the American Institute of Certified Public Accountants, orAICPA, Statement of Opsition No. 98-1, *Accounting for the Costsof Computer Software Developed or Obtained for Internal Use* and EmergingIssues Task Force, or EITF, Issue No. 00-02, *Accountingfor****Website Development Costs***.Costs incurred in the development phase are capitalized and will be amortizedin cost of revenues over the product’s estimated useful life one placed intoservice. Costs related to the planning and post implementation phases of thewebsite and related applications development efforts are recorded as operatingexpenses. There were none through December 31, 2007

 

*New accounting pronouncements*

 

InSeptember 2006, the FASB issued SFAS No. 157, Fair Value Measurements(“SFAS No. 157”).  SFAS 157 defines fair value, establishes aframework for measuring fair value in accounting principles generally acceptedin the United States of America and expands disclosures about fair valuemeasurements.  SFAS 157 applies only to fair-value measurements that arealready required or permitted by other accounting standards and is expected toincrease the consistency of those measurements.  SFAS 157 emphasizes thatfair value is a market-based measurement that should be determined based on theassumptions that market participants would use in pricing an asset orliability. The Company will be required to disclose the extent to which fairvalue is used to measure assets and liabilities, the inputs used to develop themeasurements, and the effect of certain of the measurements on earnings (orchanges in net assets) for the period. SFAS 157 is effective for fiscal yearsbeginning after December 15, 2007, and the Company is required to adoptSFAS 157 as of January 1, 2008.  The Company does not believe thatthe adoption of SFAS 157 will have a material impact on its financialstatements.

 

InFebruary 2007, the FASB issued SFAS No. 159, “The Fair Value Optionfor Financial Assets and Liabilities, Including an amendment of FASB Statement No. 115”(“SFAS No. 159”). This statement permits entities to choose to measuremany financial instruments and certain other items at fair value that are not

 

 

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currentlyrequired to be measured at fair value. SFAS No. 159 is effective forfinancial statements issued for fiscal years beginning after November 15,2007, and the Company is required to adopt SFAS No. 159 as of January 1,2008. The Company does not believe the adoption of SFAS No. 159 willhave a material impact on its financial statements.

 

Note 3 — Property and Equipment

 

Propertyand equipment, net of accumulated depreciation as of December 31, 2007 areas follows:

 

 
| ** **                     | ** ** | **Estimated**   | ** ** | ** ** |
|--------------------------------|------------|-----------------|------------|------------|
| ** **                     | ** ** | **Useful Life** | ** ** | **2007**   |
| Furniture and fixtures         |       | 5               |       | $          | 15,819 |
| Computer equipment             |       | 3               |       | 5,865      |
|                           |       |            |       | 21,684     |
| Less: accumulated depreciation |       |            |       | (2,158)    |
|                           |       |            |       | $          |  19,526 |

 

Depreciationand amortization expense for the year ended December 31, 2007, and the periodfrom July 3, 2006 (inception) to December 31, 2006 was $2,158 and $0,respectively.

 

Note 4— Shareholder’s Equity

 

*Member’s Deficit*

 

OnJuly 3, 2006 the Company was founded as a limited liability company,College Tonight LLC. College Tonight LLC recognized an accumulated members’deficit of $68,676 from inception through June 7, 2007 when the Companywas reincorporated as a Delaware C Corporation. Upon the exchanges of allmember units for stock in College Tonight Inc., the Company assumed the netliabilities of the limited liability company, and issued 1,612,500 (post stocksplit) shares of common stock to its members, in exchange for their membershipunits.

 

*Common Stock*

 

OnJune 7, 2007, upon the exchange of all member units for stock in CollegeTonight Inc., the Company authorized capital of 10,000,000 shares of commonstock. The Company issued 806,250 shares each to Zachery R. Suchin and Jason A.Schutzbank, officers of the Company. In addition 100,000 shares were issued toa director (resulting in a compensation charge of $1,000, representing the approximatefair value of such shares at the date of issuance) and 360,000 shares wereissued to stock placement agents. In July and September 2007 theCompany received $450,000 and $150,000, respectively, in exchange for the saleof 340,300 shares of common stock pursuant to a stock subscription agreement.All share amounts have been adjusted to reflect the 1,000 for 1 split whichoccurred at the date of the reverse merger. As discussed above, all of theseissued shares to the shareholders of College Tonight Inc. (2,412,800 in theaggregate) were cancelled and 2,412,800 shares of Simex Series A preferredstock were issued to the shareholders as part of the Merger transaction.

 

OnNovember 29, 2007, in connection with the reverse merger acquisition Simexclosed a private placement pursuant to which Simex issued and sold to certainaccredited investors 10,395,000 shares of common stock for $895,059, net ofissuance and other direct costs of $144,441. At the time of the merger, therewere 19,711,969 shares of common stock held by the Simex shareholders in thepublic shell.

 

OnNovember 29, 2007, in connection with the reverse merger acquisition,Simex issued 3,812,817 shares of common stock resulting from the conversion offive convertible notes with an original balance of $182,000 plus accruedinterest.  The notes were convertible into common stock at $0.05 pershare, representing the approximate quoted value of the underlying common stockat the date of the transaction.

 

 

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Eachoutstanding share of Common Stock entitles the holder thereof to one vote pershare on all matters. Common Stockholders do not have preemptive rights topurchase shares in any future issuance of our Common Stock. Upon ourliquidation, dissolution or winding up, and after payment of creditors andpreferred stockholders, if any, our assets will be divided pro-rata on ashare-for-share basis among the holders of the shares of Common Stock.

 

Theholders of shares of Common Stock are entitled to dividends out of fundslegally available when and as declared by the Company’s Board of Directors. TheCompany has never declared a dividend and does not anticipate declaring adividend in the foreseeable future. In the event of the Company’s liquidation,dissolution or winding up, holders of its Common Stock are entitled to receive,ratably, the net assets available to stockholders after payment of allcreditors.

 

AtDecember 31, 2007, the Company had 33,919,786 shares of Common Stockissued and outstanding.  Refer to Note 8,Subsequent Events, for shares issued and outstanding subsequent to the March 5,2008 conversion of Series A preferred stock to common and the one for fourreverse stock split.

 

AtDecember 31, 2007 1,000,000 of the common shares (assuming the conversionof the Series A Preferred Stock to common stock) each issued to Zachery R.Suchin and Jason A. Schutzbank are subject to cancellation in the event certainperformance targets are not met in the future. These shares have been excludedfrom the earnings (loss) per share calculation, as they are not consideredoutstanding for such purpose. When the restriction is released, the fair valueof the shares will be measured and a compensatory charge recorded.

 

*Preferred Stock*

 

TheCompany may issue shares of preferred stock in one or more classes or serieswithin a class as may be determined by our Board of Directors, who mayestablish the number of shares to be included in each class or series, may fixthe designation, powers, preferences and rights of the shares of each suchclass or series and any qualifications, limitations or restrictions thereof.Any preferred stock so issued by the Board of Directors may rank senior to thecommon stock with respect to the payment of dividends or amounts upon liquidation,dissolution or winding up of us, or both. Moreover, under certaincircumstances, the issuance of preferred stock or the existence of theun-issued preferred stock might tend to discourage or render more difficult amerger or other change in control.

 

*Series A Convertible Preferred Stock*

 

Inconnection with the reverse merger acquisition of College Tonight Inc. on November 29,2007, Simex issued 2,412,800 shares of Series A Preferred Stock for allthe outstanding shares of College Tonight Inc.  The Series APreferred Stock has the following features:

 

·                  Each share of Series APreferred Stock is entitled to dividends in an amount equal to any cashdividend declared on each share of Common Stock times the conversion factor.

·                  Each share of Series A PreferredStock is entitled to receive its share of assets distributable upon theliquidation, dissolution or winding up of the affairs of Simex equal to theamount distributable to each share of Common Stock times the conversion factor.

·                  Each share of Series APreferred Stock is convertible into forty shares of Common Stock, subject toadjustment under certain circumstances, and will be mandatorily converted intoCommon Stock at any time that the Company has sufficient authorized butunissued shares of Common Stock to issue common stock on conversion of alloutstanding shares of preferred stock. The 2,412,800 shares issued inconnection with the reverse acquisition will convert into Common Stock on thefirst trading day following the effective date of the aforementioned amendmentsto the Company’s Certificate of Incorporation.

·                  Each share of Series APreferred Stock is entitled to that number of votes equal to the number ofshares of Common Stock into which it is convertible.

 

TheCompany has authorized the issuance of up to 5,000,000 shares of Series APreferred Stock. At December 31, 2007, the Company had 2,412,800 shares ofSeries A Preferred Stock issued and outstanding. See note 8 forfurther information

 

 

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OnMarch 5, 2008, the 2,412,800 shares of Series A Preferred Stockissued to the new controlling stockholders were converted into Common Stock atthe rate of forty (40) shares of Common Stock for each share of Series APreferred Stock and were subject to a one for four reverse split. The shares ofSeries A Preferred Stock issued in connection with the reverse mergeracquisition automatically converted, by their terms, into shares of CommonStock on the first trading day following the effective date of theaforementioned Amendments to our Certificate of Incorporation. See Note 8 forfurther information.

 

Note 5 - Income Taxes

 

TheCompany had no income tax liability for the period from July 3, 2006(inception) to December 31, 2006 and for the year ended December 31,2007 as the Company generated a loss in all periods and the resultant deferredtax assets have been fully reserved.

 

Deferredincome taxes reflect the net effects of temporary differences between thecarrying amounts of assets and liabilities for financial reporting purposes andthe amounts used for income tax purposes. The Company has net operating losses of approximately $690,000 from theactivities of College Tonight, Inc. since conversion to a Ccorporation.  Simex had significant netoperating losses prior to the merger, however, the amount has not yet beencalculated since that Company has not filed tax returns in recent years, andalso utilization of the net operating losses would be significantly restricted,if available at all.  The utilization ofnet operating losses would be limited under section 382 of the Internal RevenueCode due to a change in ownership of more than 50%.

 
| ** **                           | ** ** | **2007** | ** ** |
|--------------------------------------|------------|----------|------------|
| Deferred tax assets:                 |       |     |       |
| Net operating loss carryforward      |       | $        | 275,468    |   |
| Start up costs                       |       | 63,092   |       |
| Total gross deferred tax assets      |       | 338,560  |       |
|                                 |       |     |       |
| Deferred tax liabilities:            |       |     |       |
| Depreciation                         |       | (506     | )          |
| Total gross deferred tax liabilities |       | (506     | )          |
| Valuation allowance                  |       | (338,054 | )          |
| Net deferred tax asset (liability)   |       | $        | —     |   |

 

 

Thedifference between the tax provision at the statutory federal income tax rateand the tax provision attributable to income before taxes was as follows:

 
| ** **                           | ** ** | **2007** | ** ** |
|--------------------------------------|------------|----------|------------|
| Statutory federal income tax rate    |       | 34.0     | %          |
| State taxes, net of federal benefits |       | 5.7      | %          |
| Valuation allowance                  |       | (39.7    | )%         |
| Income tax rate                      |       | 0.0      | %          |

 

SeeNote 2 for discussion of the adoption of Fin 48.

 

Note 6 - Related Parties

 

Asof December 31, 2006, the Company had unsecured promissory notesoutstanding to officers of $23,689. The promissory notes were due on June 30,2007 and bore interest at a rate of 7% per annum. The notes were paid on June 18,2007. Interest expense was $845 for the year ended December 31, 2007, and$662 for the period July 3, 2006 (inception) to December 31, 2006. Asof December 31, 2007 the Company has a receivable of $3,574 due from theofficers due to an inadvertant overpayment.

 

 

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WarrenL. Traver, a former Director of College Tonight, was paid $38,300 forconsulting services rendered in conjunction with the reverse acquisition withCollege Tonight during the year ended December 31, 2007.

 

During2006 we sponsored events promoted by Misedukated Ent, a college marketing andpromotions firm, which is owned by Matthew Graham, a former member of CollegeTonight LLC. Payment for expenses made to Misedukated Ent during 2006 totaled$837.

 

Note  7- Commitments and Contingencies

 

*Operating leases*

 

TheCompany entered into an office space operating lease in 2007.  Total rent expense for the year ended December 31,2007 was $24,131.  Future minimum rentalpayments required under the lease are as follows:

 
| 2008   |   | $      | 55,339  |   |
|--------|--------|--------|---------|--------|
| 2009   |   | 57,418 |    |
| 2010   |   | 39,227 |    |
|   |   | $      | 151,984 |   |

 

*Claims and assessments*

 

Inthe normal course of business, the Company is subject to certain claims and assessments.  Management believes that there are no claimsor assessments outstanding which would materially affect the financial positionof the Company.

 

*Employment agreements*

 

The Company hasemployment agreements with Jason A. Schutzbank, Milton B. Suchin and Zachary R.Suchin. Milton B. Suchin is chairman of the Board of Directors of Simex’swholly owned subsidiary, College Tonight.  Mr. Suchin is the fatherof Zachary Suchin, Simex’s current chairman and chief executive officer. Thematerial terms of these agreements are as follows:

 

·                  Annual compensation for Mr. ZacharyR. Suchin of $100,000 per year, Mr. Milton B. Suchin of $24,000 per year,and Mr. Schutzbank of $70,000 per year;

·                  Subject to earliertermination, the term of each agreement will expire on June 30, 2010;

·                  Reimbursement of healthinsurance expenses up to $250 per month for Mr. Zachary R, Suchin and Mr. Schutzbank,and reimbursement of the actual costs of health insurance for Mr. MiltonB. Suchin;

 

 

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·                  In the event of atermination without cause, severance equal to the salary due under theemployment contract for a period equal to the greater of one year or theremaining term of the employment contract;

·                  In the event College Tonightdoes not employ the employee following the expiration of the term of theemployment contract, either because of College Tonight’s decision not to renewthe employment contract or the inability of College Tonight and the employee tonegotiate a mutually acceptable new employment contract, severance equal to oneyear’s salary under the employment contract;

·                  A confidentiality covenantprohibiting the employee from disclosing any information that is owned, used ormaintained by College Tonight and which provides College Tonight with anadvantage over competitors who do not know or use the information;

·                  A non-compete covenantpreventing the employee from rendering services or owning more than 5% of anyother company whose business is the operation of a social networking websitefor as long as the employee is receiving severance under the employmentcontract.

 

Note  8 - Subsequent Events

 

OnAugust 1, 2007 the Company entered into a consulting agreement withInsignia Public Relations & Media Strategies, Inc. (Insignia) toprovide public relations services in the consumer, financial and industry trademedia sectors for a period of twelve months. Insignia was to receive, on amonthly basis, the number of shares of common stock of College Tonight with avalue of $2,000, based on the then current market value of such stock,commencing on the month in which the shares of common stock of College Tonightare publicly traded.  The agreement was terminated by College Tonight on January 11,2008.  The Company is to issue a number of shares equal to a value of$10,733 for the services rendered. The Company accrued $10,733 as of December 31,2007.

 

Uponthe closing of the reverse merger acquisition, Simex’s directors, Kjell I.Jagelid and Warren L. Traver, resigned from all offices of Simex that they heldeffective immediately and also submitted letters of resignation from theirpositions as Simex directors.  Their resignations as directors becameeffective after dissemination on February 11, 2008 of a definitiveinformation statement pursuant to Sections14(c) ands (f) of theSecurities Exchange Act relating to the aforementioned amendments made to theCompany’s Certificate of Incorporation.  Zachary Suchin and JasonSchutzbank were appointed to our Board of Directors, with Mr. Suchin beingappointed Chairman. In addition, Messrs. Suchin and Schutzbank wereappointed officers of Simex.

 

OnMarch 5, 2008, Simex Technologies, Inc. amended its articles ofincorporation to change its name to College Tonight, Inc., increase itsauthorized capital from 50,000,000 common shares to 100,000 ,000 and initiate aone for four reverse split. The Company has applied for a change in its tradingsymbol, and has moved trading in its common stock to the OTC Bulletin Board.

 

Thefollowing table reconciles shares issued and outstanding from December 31,2007 to March 5, 2008.

 
| Common stock shares issued and outstanding at December 31, 2007                                                              |   | 33,919,786  |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|-------------|--------|
| Conversion of series A preferred stock at a rate of forty shares of common  stock for each share of Series A preferred stock |   | 96,512,000  |   |
|                                                                                                                              |   | 130,431,786 |   |
| Common stock shares issued and outstanding at March 5, 2008 after  giving effect to the four for one reverse stock split     |   | 32,607,947  |   |

 

 

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**ITEM 8.   CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

 

Connolly, Grady &Cha, P.C. (“CGC”) was the independent registered public accounting firm forSimex prior to the Reverse Merger with College Tonight, Inc. Amper,Politziner & Mattia, P.C. (“Amper”) was the independent registeredpublic accounting firm for College Tonight, Inc. and the Company retainedAmper as the Company’s independent registered public accounting firm after theReverse Merger.  As a result, on February 12,2008, CGC was dismissed as the Company’s independent registered publicaccountant and the Company’s Board of Directors approved the decision to changethe firm’s independent registered public accounting firm to Amper.

 

The reports on the Company’sfinancial statements as of and for the fiscal years ended December 31,2005 and December 31, 2006 contained no adverse opinion or disclaimer ofopinion and were not qualified or modified as to uncertainty, audit scope oraccounting principle except that CGC’s report was modified to indicate thatthere was substantial doubt about the Company’s ability to continue as a goingconcern.  During the Company’s fiscalyears ended December 31, 2006 and December 31, 2007, and thesubsequent period through the date of the filing of this Report on Form 10-KSB,there have been no disagreements with CGC on any matter of accountingprinciples or practices, financial statement disclosure or auditing scope orprocedure, which disagreements if not resolved to the satisfaction of CGC wouldhave caused it to make reference thereto in connection with its report on thefinancial statements for such years. Also, during this period, there have been no reportable events as thatterm is described in Item 304(a)(1)(v) of Regulation S-K.

 

On February 12, 2008,the Company engaged Amper as the Company’s new independent registered publicaccounting firm for the Company’s December 31, 2007 financial statementaudit. The Company did not engage Amper in any prior consultation during theCompany’s fiscal years ended December 31, 2006 and December 31, 2007and the subsequent period through the date of the filing of this Report on Form 10-KSB.  College Tonight consulted Amper regarding theReverse Merger transaction with Simex, and Amper had previously audited thefinancial statements of College Tonight LLC for the year ended December 31,2006.

 

The information set forth in this Item 8 isqualified in its entirety by the February 12, 2008 Current Report on Form 8-Kfiled by Simex and the Form 8-K is incorporated herein by reference.

 

 

**ITEM 8A.  CONTROLS AND PROCEDURES**.

 

Zachary Suchin, College Tonight’s Chief ExecutiveOfficer, and Aaron Samel, Vice President of Finance and Business Development,are responsible for establishing and maintaining adequate internal controlsover financial reporting.  In establishing controls, they considered,among other factors, a cost-benefit analysis of implementing certain controlsand recognized that no matter how well designed and operated, the existence ofcontrols and procedures provides only reasonable assurance of achieving theirobjectives.  They evaluated theeffectiveness of the Company’s disclosure controls and procedures as of December 31,2007 and concluded that the Company’s disclosure controls and procedures are (1) designedto ensure that material information relating to the Company is made known toour Chief Executive Officer and Vice President of Finance by others,particularly during the period in which this report was being prepared and (2) effective,in that they provide reasonable assurance that information required to bedisclosed by the Company in reports filed under the Exchange Act is recordedand communicated to our management and then processed, summarized and reportedwithin the time periods specified in the Commission’s rules and forms.

 

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**ITEM 8A(T). CONTROLS ANDPROCEDURES.**

 

Not applicable.

 

**ITEM 8B.  OTHER INFORMATION.**

 

None.

 

**[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]**

 

 

 

 

 

 

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**PART III**

 

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

 

***Directors and Executive Officers***

 

 

The following are our executive officers anddirectors and their respective ages and positions as of March 30, 2008:

 
| **Name**            | ** ** | **Age** | ** ** | **Position with Company**                                       |
|---------------------|------------|---------|------------|-----------------------------------------------------------------|
| Zachary R. Suchin   |       | 23      |       | President, Chief Executive Officer and Director                 |
|                |       |    |       |                                                            |
| Jason A. Schutzbank |       | 21      |       | Executive Vice President, Chief Technology Officer and Director |
|                |       |    |       |                                                            |
| Milton B. Suchin    |       | 64      |       | Chairman                                                        |

 

 

*Zachary R. Suchin.*  Our President, ChiefExecutive Officer and a director of the Company since November  29,2007.  Mr. Suchin holds no otherdirectorships in reporting companies. Born and raised in Los Angeles to a family deeply immersed in theentertainment industry, he absorbed pop-culture and took a great interest inhow products came to market.  Having had great experience directly workingfor and with production companies, talent agencies, talent management firms andvarious other Hollywood-related organizations, he has developed a wide gamut ofmeaningful relationships over the years.  During college, he promoted highprofile, weekly parties for college students, featuring various platinum-sellingrecording artists such as Ciara, Chingy, Akon, Jagged Edge, Outkast and variousothers.  As a co-founder of two separate promotion/marketing firms basedin Atlanta, he ran a small business while pursuing a double major at EmoryUniversity, graduating with dual degrees in political science and film studies.Developing both Dynasty Entertainment and Misedukated Entertainment(misedukated.com) into viable businesses, some of the most successful collegepromotion companies in the country, Zach was recruited by a start-up Internetcompany, The High School Hook-Up, to run development of the networking site. After difficulty obtaining funding, the project hit an impasse, whichenabled Mr. Suchin to take his knowledge of the internet and his expertisein promotions and marketing to develop College Tonight with Mr. Schutzbanksince the July 3, 2006 inception of College Tonight.

 

*Jason A. Schutzbank*.  Our Executive VicePresident, Chief Technology Officer and a director of the Company since November 29,2007.  Mr. Schutzbank holds no other directorships in reportingcompanies.  As President and CEO ofPhilly Designs LLC (phillydesigns.com), a web design and development companybased in Philadelphia, Jason has creatively and professionally helped many businessesenter the online world.  Notable clients include the WahlRich Group, MartyShoes, Business Book Review, and Julian Krinsky Camps and Programs. He hasworked on many successful branding and marketing campaigns, with an emphasis onease of use and utilizing revolutionary strategies, making his clients leadersin e-commerce and online marketing.  His creative ideas were recentlyimplemented during a campaign for Subaru of America. Mr. Schutzbank iscurrently a student at Emory University and has worked with Mr. Suchinsince the July 3, 2006 inception of College Tonight.

 

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*Milton B. Suchin.*Our Chairman of CollegeTonight’s Board of Directors.  Mr. Suchinholds no other directorships in reporting companies.  Mr. Suchin is the father ofZachary Suchin. Born in Brooklyn, New York, Milton receiveda Bachelor of Science degree from LongIsland University majoring in Business Management and Theater. Heenlisted and served three years in the United States Navy duringthe Vietnam War. He began his entertainment career in the mailroom atInternational Famous Agency, the forerunner of International CreativeManagement (“ICM”).  He was a SeniorTalent Agent at ICM for ten years and was a guest lecturer on the entertainmentindustry at USC, UCLA and The International Modeling Association among otherorganizations. As a talent agent he represented Shirley McLain, The  Pointer Sisters, Mel Torme and Debbie Boone,among others. In 1981 he formed his own talent management company, The SuchinCompany, and has represented Phyllis Diller, Jack Jones, Michael Corbett, TheAmazing Kreskin, Debbie Reynolds, Bill Harris, Danny Musico and Jack Youngbloodamong others. Milton has been active in the entertainment industry for nearly40 years. He is a past President of The Talent Manager’s Association, a memberof the Entertainment Industry’s main charity arm — Permanent Charities, TheMagic Mirror Foundation, The Academy of Television Arts and Sciences, TheAcademy of Magic Arts, The Celebrity Outreach program, Hollywood Internationaland the B’nai Brith Entertainment Industry Unit. He executive produced the “BillHarris in Hollywood” series for the Showtime Networks.  He is a co-producer of the “Goodnight We LoveYou” documentary that has received the Best Documentary Award in SanDiego, California in 2004. He also produced the Phyllis Diller A &E biography special and was an Executive Producer of the Johnny Wimbrey pilotin 2008 for Radar Entertainment.

 

Mssrs. Kjell I Jagelid and Warren L. Traver wereofficers and directors of Simex prior to the closing of the Reverse Merger withCollege Tonight.  In a Written Consent ofDirectors of Simex Technologies, Inc. dated November 17, 2007, eachtendered his resignation as an officer of the Company effective immediately,and as a director, effective March 4, 2008.

 

***Significant Employees***

 

AaronSamel.  Our Principal Accounting and BusinessDevelopment Officer Aaron manages the finances of the Company and lends hisexpertise in the development of new business ventures.  Born and raisedin Los Angeles, Aaron received his Bachelor of Science degree in financefrom the Eller School of Management atthe University of Arizona. While attendingthe University of Arizona, Aaron took a keen interest in thefinancial industry.  He accepted an offerfor a position with UBS Financial Services and, while a student, assisted inthe management of a university endowment portfolio.  After graduation, Aaron was recruited byWestern Asset Management as a Cash Management Associate in New YorkCity.  Aaron has been involved withCollege Tonight since its inception through his longtime relationship withZachary Suchin.  Aaron has worked withZachary in past ventures and decided to make a career shift to College Tonightupon learning of the opportunity and a proposal to join the newly formedentity.   With his expertise and professional experience in management andfinance, Aaron will use his operational skills and entrepreneurial drive tohelp facilitate the expansion and success of College Tonight.

 

***Family Relationships***

 

Milton B. Suchin is Zachary Suchin’s father.

 

***Involvement in Certain LegalProceedings***

 

None.

 

45

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***Section 16(a) BeneficialOwnership Reporting Compliance***

 

The members of the Company’s Board of Directors, itsexecutive officers and holders of more than 10% of its outstanding common andpreferred stock are subject to the reporting requirements of Section 16(a) ofthe Securities Exchange Act of 1934, as amended, which require them to filereports with respect to their ownership of the Company’s equity securities andtheir transactions in such securities. We believe such individuals to be incompliance with these reporting requirements based upon (1) the copies of Section 16(a) reportsthat the Company received from such persons for transactions in the Company’scommon stock and preferred stock for the fiscal year ended December 31,2007, and (2) the written representations received from one or more ofsuch persons that no annual Form 5 reports were required to be filed bythem for such period.

 

***Code of Ethics***

 

Prior management of Simex adopted a Code of Ethics,which is set forth in Form 8-K filed with the Securities &Exchange Commission on April 1, 2005.  We will provide a copy of theCode of Ethics without charge upon written request directed to the Company. Weplan to review whether to retain, amend or replace the Code of Ethics in theCompany’s 2008 fiscal year.

 

***Corporate Governance/BoardComposition, Attendance and Committees***

 

As of March 30, 2008, the Company’s Board ofDirectors is composed of Milton Suchin, Chairman of the Board, Zachary Suchinand Jason Schutzbank.  All Board actionrequires the approval of a majority of the directors in attendance at a meetingat which a quorum is present.

 

We have not paid our directors fees in the past forattending scheduled and special meetings of our Board of Directors. In thefuture, we may adopt a policy of paying independent directors a fee for theirattendance at board and committee meetings. We do reimburse each director forreasonable travel expenses related to such director’s attendance at board ofdirectors and committee meetings. We provided 100,000 shares of commonstock to a director during 2006 for his services.

 

We currently do not have an audit, nominating orcompensation committee. Currently, our Board of Directors is responsible forthe functions that would otherwise be handled by these committees. The Boardbelieves that it is appropriate for it not to have such standing committees atthis time since the three directors are actively involved in suchdecisions.  We intend, however, toestablish an audit committee and a compensation committee of our Board ofDirectors as soon as practicable. We envision that the audit committee will beprimarily responsible for reviewing the services performed by our independentauditor, evaluating our accounting policies and our system of internalcontrols. The compensation committee will be primarily responsible for reviewingand approving our salary and benefits policies (including stock options) andother compensation of our executive officers.

 

Our Board of Directors has not made a determinationas to whether any member of our Board is an audit committee financial expert.Upon the establishment of an audit committee, the Board will determine whetherany of the directors qualify as an audit committee financial expert.

 

***Shareholder Communications***

 

All officers and directors may be contacted at theCompany’s address: 6380 Wilshire Boulevard, Suite 1020, Los Angeles,CA 90048.

 

46

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**ITEM 10. EXECUTIVE COMPENSATION.**

 

The following table sets forth informationconcerning all cash and non-cash compensation awarded to, earned by or paid toand Zachary Suchin, our current Chief Executive Officer, for services renderedin all capacities during the noted periods. No executive officer received total annual salary and bonus compensationin excess of $100,000.

 
| **Name and Principal Position** | ** ** | **Year** | ** ** | **Salary** | ** ** | **Option Awards** | ** ** | **Stock Awards** | ** ** | **All Other Compensation** | ** ** |
|---------------------------------|------------|----------|------------|------------|------------|-------------------|------------|------------------|------------|----------------------------|------------|
| Zachary Suchin, CEO             |       | 2007     |       | $          | 75,846     |              | 0          |             | 0          |                       | $          | 5,750 | (3) |
| And President (2)               |       | 2006     |       | $          | 0          |              | 0          |             | 0          |                       | $          | 2,158 | (4) |

 

Noteto Table:

(2)     On November 29, 2007, Simex acquired CollegeTonight in a Reverse Merger.  Inconnection with the Reverse Merger, Mr. Suchin became Chief ExecutiveOfficer of Simex.  Prior to that date, Mr. Suchinserved as Chief Executive Officer of College Tonight, Inc.  Thecompensation shown in this table includes amounts Mr. Suchin received bothfrom College Tonight prior to the consummation of the Reverse Merger and afterthe completion of the Reverse Merger.

(3)     This amount represents anunsecured loan from College Tonight LLC at 7% annual interest and aJune 30, 2007 maturity date.  Theloan was paid in full on June 30, 2007.

(4)     This amount represents an unsecured loan from CollegeTonight LLC at 7% annual interest and a June 30, 2007 maturity date. Theloan was paid in full on June 30, 2007.

 

 

College Tonight did not make any award to anyexecutive officer under any long-term incentive plan in the last fiscal year. College Tonight did not issue any options or stock appreciation rightsduring the last fiscal year.(5)

----

(5)     InNovember 1999, Simex’s Board of Directors approved a stock basedcompensation plan (“Plan”) under which shares or options can be granted toemployees, directors and consultants.  InJuly 2003, the Board of Directors approved an amendment to the Plan toreserve up to 20% of the total outstanding shares. The Plan was cancelled uponthe Reverse Merger with College Tonight.

 

***OutstandingEquity Awards At Fiscal Year End***

 

None.

 

***Bonuses andDeferred Compensation***

 

We do not have any bonus, deferred compensation orretirement plans.  All decisions regarding compensation are determined byour Board of Directors.

 

***Shares Subject to Forfeiture***

 

2,000,000 of the 8,062,500 shares of commonstock in the Company issued to each of Zachary Suchin and Jason Schutzbank as aresult of the Reverse Merger (as adjusted after giving effect to the reversesplit and the conversion of the Series A Preferred Stock into common stock) aresubject to forfeiture and will be cancelled unless certain Internet trafficthresholds are satisfied: 1,000,000 shares of common stock will be cancelledif College Tonight does not have 500,000 registered users(1) byNovember 29, 2009, the second anniversary of closing of the ReverseMerger, and an additional 1,000,000 shares will be cancelled if College Tonightdoes not have 1,000,000 registered users by November 29, 2010.

----

(1)     A“registered user” is defined as an individual who accesses the Company’sservice, provides his or her e-mail address, accepts the terms of service, andconfirms the validity of his or her e-mail address.

 

 

47

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who provides his or her unique email address, whoaccepts the terms of service, and who confirms the validity of his/her emailaddress, including some users who may initially be registered through anaffiliate program, strategic partnership or acquisition, which may qualify asregistered users.

 

**Employment Agreements**

 

The Company has employment agreements with Jason A.Schutzbank, Milton B. Suchin and Zachary R. Suchin.  Copies of these agreements are incorporatedherein by reference.  Some of thematerial terms of these agreements are as follows:

 

·                  Annualcompensation for Mr. Zachary R. Suchin of $100,000 per year, Mr. MiltonB. Suchin of $24,000 per year, and Mr. Schutzbank of $70,000 per year.

 

·                  Subject to earlier termination, the term ofeach agreement will expire on June 30, 2010;

 

·                  Reimbursement of health insurance expenses upto $250 per month for Mr. Zachary R, Suchin and Mr. Schutzbank, andreimbursement of the actual costs of health insurance for Mr. Milton B.Suchin;

 

·                  In the event of a termination without cause,severance equal to the salary due under the employment contract for a periodequal to the greater of one year or the remaining term of the employmentcontract;

 

·                  In the event College Tonight does not employthe employee following the expiration of the term of the employment contract,either because of College Tonight’s decision not to renew the employmentcontract or the inability of College Tonight and the employee to negotiate amutually acceptable new employment contract, severance equal to one year’ssalary under the employment contract;

 

·                  A confidentiality covenant prohibiting theemployee from disclosing any information that is owned, used or maintained byCollege Tonight and which provides College Tonight with an advantage overcompetitors who do not know or use the information;

 

·                  A non-compete covenant preventing theemployee from rendering services or owning more than 5% of any other companywhose business is the operation of a social networking website for as long asthe employee is receiving severance under the employment contract.

 

**ITEM11.  SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS**

 

***Securities Authorized forIssuance under Equity Compensation Plans***

 

None.

 

***Security Ownership of CertainBeneficial Owners***

 

None.

 

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***Security Ownership of Management*****(6)**

 
| **Title of class** | ** ** | **Name of beneficial owner** | ** ** | **Amount and nature of  beneficial ownership(7)** | ** ** | **Percent of class** | ** ** |
|--------------------|------------|------------------------------|------------|---------------------------------------------------|------------|----------------------|------------|
| Common  Stock      |       | Jason Schutzbank(8)          |       | 8,062,500                                         |       | 24.7                 |       |
| Common  Stock      |       | Zachary Suchin(9)            |       | 8,062,500                                         |       | 24.7                 |       |
| Common  Stock      |       | Milton Suchin                |       | 1,000,000                                         |       | 3.1                  |       |

** **

** **
| Total of All Directors and  Officers(10):    |   | 17,125,000 |   | 52.5   | %      |
|----------------------------------------------|--------|------------|--------|--------|--------|
|                                         |   |       |   |   |   |
| Total Issued and  Outstanding Common Shares: |   | 32,607,947 |   |   |   |

** **

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(6)     TheCompany’s management and common stock held by management shown in the belowtable is as of March 30, 2008, after the closing of the Reverse Merger andafter having given effect to the conversion of outstanding Series Apreferred stock and the 1:4 reverse stock split. As such, the commonstock held by Kjell Jagelid and Warren Traver, former directors and officers ofSimex, are not reflected in the table. The Company believes that Mr. Jagelid currently owns 899,125 sharesor 2.8%, and Mr. Traver owns 91,875 shares or .3%, of College Tonight’soutstanding shares.

(7)     None of the shares arepledged to the Company as security.

(8)     Of the shares held by Mr. Schutzbank,2,000,000 are subject to cancellation in the event certain performance targetsare not met in the future.

(9)     Of the shares held by Mr. Suchin,2,000,000 are subject to cancellation in the event certain performance targetsare not met in the future.

(10)Allofficers and directors may be contacted at the Company’s address: 6380 WilshireBoulevard, Suite 1020, Los Angeles, CA 90048.

 

 

**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSAND DIRECTOR INDEPENDENCE**

 

***Transactions with Related Persons***

 

Kjell Jagelid, a former officer and director ofSimex, periodically advanced funds to Simex for the payment of bills.  Such funds were unsecured and re-payment didnot bear interest.   As of October 31,2007, the amount advanced by Mr. Jagelid during the last two years was$47,626.45. In addition, as of October 31, 2007, Mr. Jagelid was owed$6,420.26 for expenses incurred by him in 2004 and $30,000 for overpaymentsmade by him in 2004 on a note payable by him in the original principle amountof $560,000.  In connection with theReverse Merger with College Tonight, on the closing date of the Reverse Merger(November 29, 2007), Simex paid Mr. Jagelid $23,912.34 in fullsatisfaction of his claims against Simex for bills that he paid on behalf ofSimex, unreimbursed business expenses and for the overpayment.

 

In 2005, Mr. Jagelid purchased 9,300,000 sharesof Simex common stock originally issued to Probity Investigations, Inc. onDecember 5, 2003 in connection with Simex’s purchase of Remote BusinessManagement, LLC.  The purchase price was $15,000.  In connection withthe rescission of the Remote Business transaction, Mr. Jagelid agreed tosurrender the shares for cancellation in return for 

 

49

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reimbursement of the purchase price for the shares. Simex paid Mr. Jagelid $15,000 on the November 29, 2007 closingdate of the Reverse Merger with College Tonight.

 

Warren L. Traver, a former Director of Simex, waspaid $38,300 for consulting services rendered in conjunction with the ReverseMerger.

 

***Parents***

 

Milton B. Suchin is the Company’s Chairman of theBoard of Directors.  Mr. Suchin isthe father of Zachary R. Suchin, the Company’s President, Chief ExecutiveOfficer and Board member.

 

***Promoters and Control Persons***

 

None.

 

***Director Independence/CorporateGovernance***

 

Mssrs. Suchin, Schutzbank and Suchin compriseCollege Tonight’s Board of Directors, with Milton Suchin being the Chairman ofthe Board.

 

The Board of Directors held one meeting in January 2008.  All members participated. (11)

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(11)    Kjell Jagelid and WarrenTraver, former directors of Simex who tendered their resignations in connectionwith the Reverse Merger, participated in this meeting.

 

 

 

 

**[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]**

 

 

 

 

 

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**ITEM 13.  EXHIBITS**

 
| **Exhibit** |   |                                                                                                                                                                                                                                                                                                                                                                         |
|-------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Number**  |   | **Description**                                                                                                                                                                                                                                                                                                                                                              |
| 2.1         |   | October 12, 2007 Agreement and Plan of Merger  between Simex Technologies, Inc. and College Tonight, Inc.  Incorporated by reference to Exhibit 2.1 of Form 8-K for Simex  Technologies, Inc., dated October 12, 2007 and filed  October 18, 2007.                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.1         |   | Articles of Incorporation of College  Tonight, Inc., as amended. Incorporated by reference to Form 10-SB  for Simex Technologies, Inc., filed July 2, 1999 and by reference  to Exhibit 3.1 of Form 8-K for Simex Technologies, Inc., dated  March 5, 2008 and filed March 11, 2008.                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1         |   | Certificate of Designations, Power, Preferences  and Relative, Participating, Optional and Other Special Rights of the  Series A Voting Convertible Preferred Stock of Simex Technologies, Inc.  Incorporated by reference to Exhibit 4.2 of Form 8-K for Simex  Technologies, Inc., dated November 29, 2007 and filed  December 6, 2007. |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1        |   | June 18, 2007 Employment Agreement between  College Tonight, Inc. and Zachary Suchin. Incorporated by reference to  Exhibit 10.5 of Form 8-K for Simex Technologies, Inc., dated  November 29, 2007 and filed December 6, 2007.                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2        |   | June 18, 2007 Employment Agreement between  College Tonight, Inc. and Jason Schutzbank. Incorporated by reference to  Exhibit 10.6 of Form 8-K for Simex Technologies, Inc., dated  November 29, 2007 and filed December 6, 2007.                                                                                                         |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3        |   | June 18, 2007 Employment Agreement between  College Tonight, Inc. and Milton Suchin. Incorporated by reference to  Exhibit 10.7 of Form 8-K for Simex Technologies, Inc., dated  November 29, 2007 and filed December 6, 2007.                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.4        |   | August 19, 2004 Amended and Restated  Agreement and Plan of Share Exchange between Simex Technologies, Inc.  and Red Alert Group, Inc. Incorporated by reference to Exhibit 2.1  of Form 8-K for Simex Technologies, Inc., dated August 19,  2004 and filed September 3, 2004.                                                       |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.5        |   | January 6, 2006 Mutual Rescission Agreement  between Simex Technologies, Inc. and Red Alert  Group, Inc. Incorporated by reference to Exhibit 10.3 of  Form 8-K for Simex Technologies, Inc. for the quarter ended  September 30, 2004 and filed November 14, 2007.                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6        |   | December 21, 2006 Modification to Mutual  Rescission Agreement between Simex Technologies, Inc. and Red Alert  Group, Inc. Incorporated by reference to Exhibit 10.4 of  Form 10-QSB for Simex Technologies, Inc. for the quarter ended  September 30, 2004 and filed November 14, 2007.                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.7        |   | Notice of Sale of Securities of Simex  Technologies, Inc. Incorporated by reference to Form REGDEX of Simex  Technologies, Inc., dated October 11, 2007 and effective  October 17, 2007.                                                                                                                                                            |
|        |   |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.8        |   | Notice of Partnership between Simex  Technologies, Inc. and Jangl, Inc. Incorporated by reference to  Exhibit 99.1 of Form 8-K for Simex Technologies, Inc., dated  December 6, 2007 and filed December 11, 2007.                                                                                                                         |

 

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| 16     |   | February 16, 2008 letter from Connolly, Grady  and Cha, P.C. concerning its dismissal as the Company’s independent  registered public accountant. Incorporated by reference to Form 8-K of  Simex Technologies, Inc., dated February 12, 2008 and filed  February 19, 2008. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                      |
| 22.1   |   | Preliminary Information Statement pursuant to  Sections 14(C) and (F) of the Securities Exchange Act of 1934 on  Form PRE 14C for Simex Technologies, Inc., dated December 14,  2007 and filed December 27, 2007.                                                           |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 22.2   |   | Definitive Information Statement pursuant to  Sections 14(C) and (F) of the Securities Exchange Act of 1934 on  Form DEF 14C for Simex Technologies, Inc., dated February 6,  2008 and filed February 14, 2008.                                                             |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 31.1*  |   | Certification by the Principal Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 31.2*  |   | Certification by the Principal Financial Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 32.1*  |   | Certification by the Principal Executive Officer  pursuant to 18 U.S.C. Section 1350 Adopted pursuant to Section 906  of the Sarbanes-Oxley Act of 2002.                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 32.2*  |   | Certification by the Principal Financial Officer  pursuant to 18 U.S.C. Section 1350 Adopted pursuant to Section 906  of the Sarbanes-Oxley Act of 2002.                                                                                                                                        |

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* Filed herewith.

 

 

 

**[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]**

 

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**ITEM 14. PRINCIPAL ACCOUNTANTFEES AND SERVICES.**

 

In the fiscal year ended December 31, 2006 weretained Connolly, Grady and Cha, P.C. as our principal accountant. Followingthe merger with College Tonight, the Company retained Amper, Politziner &Mattia, P.C. as our principal accountants.  To minimize relationships thatcould appear to impair the objectivity of our principal accountant, our Boardrestricts the services that our principal accountant may provide to the Companyprimarily to audit-related services. The Company is only to obtain non-audit servicesfrom our principal accountant when the services offered by our principalaccountant are more effective or economical than services available from otherservice providers, and, to the extent possible, only after competitive bidding.The Board has not adopted policies and procedures for pre-approving workperformed by our principal accountant.

 

*Audit Fees:* The aggregate fees billed for the fiscal year endedDecember 31, 2007 for professional services rendered by the principalaccountant (Connolly, Grady and Cha, P.C.) for the audit of our annualfinancial statements and the review of financial statements included in ourfiled Form 10-QSB’s is $54,500. These fees include the billings for Simex both before and after theReverse Merger.  The aggregate feesbilled for the fiscal year ended December 31, 2007 for professional servicesrendered by the principal accountant (Amper, Politziner & Mattia, P.C.)were $20,500.  The aggregate fees billedfor the period from July 3, 2006 inception of College Tonight to December 31,2006 for professional services rendered by the principal accountant (Amper,Politziner & Mattia, P.C.) for the audit of our annual financialstatements were $10,050.

 

*Audit-Related Fees:*The aggregate fees billedfor the fiscal year ended December 31, 2007 and for the period from July 3,2006 to December 31, 2006, for assurance and related services by theprincipal accountant that are primarily related to the 8-K filing relating tothe Reverse Merger, were $13,000 and $0, respectively.

 

*Tax Fees:* The aggregate fees billed for the fiscal year endedDecember 31, 2007 and for the period from July 3, 2006 to December 31,2006, for professional services rendered by the principal accountant for taxcompliance, tax planning and tax preparation were $750 and $0, respectively.

 

*All Other Fees:* The aggregate fees billed for the fiscalyear ended December 31, 2007 and the period from July 3, 2006 to December 31,2006, for products and services provided by the principal accountant and notreported under the above items “Audit Fees”, “Audit-Related Fees”, and “TaxFees,” were $0 and $0, respectively**.**

 

 

 

**[SIGNATURES ON FOLLOWINGPAGE]**

 

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***SIGNATURES***

 

In accordance with Section 13 or 15(d) ofthe Exchange Act, the registrant caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
|                      | College Tonight, Inc.               |
|---------------------------|------------------------------------------|
|                      | (formerly Simex Technologies, Inc.) |
|                      | (Registrant)                             |
|                      |                                     |
|                      |                                     |
| Dated:March 30, 2008 | /s/ Zachary Suchin                       |
|                      | Zachary Suchin, Chief Executive Officer  |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this Form 10-KSBhas been signed by the following persons in the capacities and as of the datesindicated:

 
|                              | College Tonight, Inc.                                                           |
|-----------------------------------|--------------------------------------------------------------------------------------|
|                              | (formerly Simex Technologies, Inc.)                                             |
|                              | (Registrant)                                                                         |
|                              |                                                                                 |
|                              |                                                                                 |
|                              |                                                                                 |
| Dated: March 30, 2008        | /s/ Zachary Suchin                                                                   |
|                              | Zachary Suchin, President and Chief Executive  Officer (Principle Executive Officer) |
|                              |                                                                                 |
|                              |                                                                                 |
|                              |                                                                                 |
| Dated: March 30, 2008        | /s/ Jason Schutzbank                                                                 |
|                              | Jason Schutzbank, Director (Executive Vice President  and Chief Technical Officer)   |
|                              |                                                                                 |
|                              |                                                                                 |
|                              |                                                                                 |
|                              | /s/ Milton Suchin                                                                    |
| Dated:  March 30,  2008 | Milton Suchin, Chairman of the Board of Directors                                    |

 

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**EXHIBIT INDEX**

 
| 31.1 |   | Certification by the Principal Executive Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                 |
|------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.2 |   | Certification by the Principal Financial Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                 |
| 32.1 |   | Certification by the Principal Executive Officer  Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant toSection 906 of the Sarbanes-Oxley  Act of 2002. |
| 32.2 |   | Certification by the Principal Financial Officer  Pursuant to 18 U.S.C. Section 1350 Adopted Pursuant toSection 906 of the Sarbanes-Oxley  Act of 2002. |

 

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