**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-KSB/A**

**(Amendment No. 4)**

 

| **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   Nox

 

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   Noo

 

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   Noo

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   Nox

 

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

 

Theaggregate market value of the 15,482,947 shares of common stock held by non-affiliatesof the issuer, as of March 28, 2008, was $27, 095,157 based upon theclosing sale’s price of $1.75 per share.  As of March 28, 2008, therewere 32,607, 947 shares of common stock outstanding.  In determining the market value ofnon-affiliate voting stock, shares of College Tonight’s common stockbeneficially owned by each executive officer and director have beenexcluded.  This determination of affiliate status is not necessarily aconclusive determination for other purposes.

 

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

 

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**EXPLANATORY NOTE**

 

This Amendment No. 4 onForm 10-KSB/A (this “Amendment”) amends College Tonight, Inc.’sAnnual Report on Form 10-KSB for the fiscal year ended December 31,2007 (the “Original Filing”) filed on April 1, 2008 with the Securitiesand Exchange Commission (the “Commission”) and amended by Amendment No. 1on Form 10-KSB/A filed with the Commission on April 17, 2008 (“AmendmentNo. 1”), by Amendment No. 2 on Form 10-KSB/A filed with theCommission on August 12, 2008 (“Amendment No. 2”), and by Amendment No. 3filed with the Commission on September 2, 2008 (“Amendment No. 3 and,together with Amendment No. 1 and Amendment No. 2, the “Prior Amendments”).  We are filing this Amendment for the solepurpose of revising Item 8(a)(T) “Controls and Procedures”.   No modification or update is otherwise madeto any other disclosures or exhibits to the Original Filing, as amended by thePrior Amendments.

 

In accordance with Rule 12b-15under the Securities Exchange Act of 1934, as amended, the Company has alsofiled with this Amendment updated officer certifications set forth in Exhibits31.1, 31.2, 32.1, 32.2.  Accordingly,this Amendment should be read in conjunction with the Company’s filings madewith the Commission subsequent to the date of the Original Filing.

 

PLEASE NOTE THAT THEINFORMATION CONTAINED IN THIS FORM 10-KSB/A DOES NOT REFLECT EVENTSOCCURRING AFTER THE DATE OF THE 2007 ANNUAL REPORT AND WE HAVE NOT UPDATED ORAMENDED ANY OTHER DISCLOSURE TO REFLECT SUBSEQUENT EVENTS SINCE THE ORIGINALFILING DATE.

 

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Item 8A(T) CONTROLS ANDPROCEDURES is hereby amended and restated in its entirety as follows:

 

**Item 8A(T).**  **CONTROLS AND PROCEDURES**

 

**Effectiveness of Disclosure Controls and Procedures**.  Zachary Suchin, College Tonight’s ChiefExecutive Officer, and Aaron Samel, Vice President of Finance and BusinessDevelopment, are responsible for establishing and maintaining adequatedisclosure controls and procedures.  In establishing such controls andprocedures, they considered, among other factors, a cost-benefit analysis ofimplementing certain controls and recognized that no matter how well designedand operated, the existence of controls and procedures provide only reasonableassurance of achieving their objectives. They evaluated the effectiveness of the Company’s disclosure controlsand procedures as of December 31, 2007 and concluded that the Company’sdisclosure controls and procedures are designed to ensure that materialinformation relating to the Company is made known to our Chief ExecutiveOfficer and Vice President of Finance by others, particularly during the periodin which this report was being prepared. However, management concluded that the disclosure controls andprocedures were ineffective to the extent that certain information required tobe disclosed by the Company in reports filed under the Exchange Act—management’sreport on internal control over financial reporting— was not reported withinthe time period specified in the Commission’s rules and forms.

 

**Management’s Report on InternalControl Over Financial Reporting**:  Under the supervision and with theparticipation of Zachary Suchin, our Chief Executive Officer and Aaron Samel,our Vice President of Finance and Business Development, our management isresponsible for establishing and maintaining adequate internal control overfinancial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and15d-15(f).

 

Our management conducted itsannual evaluation of the effectiveness of our internal control over financialreporting based on the framework in the Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the TreadwayCommission.  Management reviewed itspolicies and procedures that (1) pertain to maintenance of records that,in reasonable detail, accurately and fairly reflect transactions anddispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of theCompany; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of theCompany’s assets that could have a material effect on the Company’s financialstatements.

 

Based on this evaluation,management concluded that our internal control over financial reportingwas  effective as of December 31,2007.  Management is mindful that theCompany did not report the results of its annual evaluation of theeffectiveness of the Company’s internal control over financial reporting on atimely basis and, as a result, management is reviewing whether changes to itsdisclosure controls and procedures are warranted.

 

This annual report does notinclude an attestation report of our independent registered public accountingfirm regarding internal control over financial reporting.  Management’s report was not subject toattestation by the company’s registered public accounting firm pursuant totemporary rules of the Securities and Exchange Commission that permit theCompany to provide only management’s report in this annual report.

 

**Limitations on Controls**:  Our management, including our Chief ExecutiveOfficer and our Vice President of Finance and Business Development, does notexpect that our disclosure controls and procedures or our 

 

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internal control overfinancial reporting will prevent or detect all errors and all fraud.  A control system, no matter how well designedand operated, can provide only reasonable, not absolute, assurance that thecontrol system’s objectives will be met. Internal control over financial reporting is a process that involveshuman diligence and compliance and is subject to lapses in judgment andbreakdowns resulting from human failures. In addition, the design of any system of controls is based in part oncertain assumptions about the likelihood of future events, and controls maybecome inadequate if conditions change. There can be no assurance that any design will succeed in achieving itsstated goals under all potential future conditions.

 

**Changes in Company’s Internal Control over Financial Reporting**:  In management’s opinion, there were nomaterial changes in the Company’s internal control over financial reportingduring the three months ended December 31, 2007 that have materiallyaffected, or are reasonably likely to materially affect, its internal controlover financial reporting.

 

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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: September 17, 2008 | /s/ Zachary Suchin                       |
|                           | Zachary Suchin, Chief Executive Officer  |

 

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

 
|                                  | College Tonight, Inc.                    |
|---------------------------------------|-----------------------------------------------|
|                                  | (formerly Simex Technologies, Inc.)      |
|                                  | (Registrant)                                  |
|                                  |                                          |
|                                  |                                          |
| Dated: September 17, 2008        | /s/ Zachary Suchin                            |
|                                  | Zachary Suchin, Director, President and Chief |
|                                  | Executive Officer (Principle Executive        |
|                                  | Officer)                                      |
|                                  |                                          |
|                                  |                                          |
| Dated: September 17, 2008        | /s/ Jason Schutzbank                          |
|                                  | Jason Schutzbank, Director (Executive         |
|                                  | Vice President and Chief Technical            |
|                                  | Officer)                                      |
|                                  |                                          |
|                                  |                                          |
| Dated:  September 17,  2008 | /s/ Milton Suchin                             |
|                                  | Milton Suchin, Chairman of the Board of       |
|                                  | Directors                                     |

 

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**EXHIBITINDEX**

 
| 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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