** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-KSB/A**

**(Amendment No. 2)**

 

| 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 bynon-affiliates of the issuer, as of March 28, 2008, was $27, 095,157 basedupon the closing sale’s price of $1.75 per share.  As of March 28,2008, there were 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. 2 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”) originally filed on April 1, 2008 with theSecurities and Exchange Commission (the “Commission”) and amended by Amendment No. 1on Form 10-KSB/A filed with the Commission on April 17, 2008 (“AmendmentNo. 1”).  We are filing thisAmendment for the purposes of replacing Item 8(a) (Controls andProcedures) with Item 8(a)(T) and including in Item 8(a)(T) Management’sReport on Internal Control over Financial Reporting to further clarify therequired disclosures under provisions of Item 308 in Regulation S-K.  In accordance with Rule 12b-15 under theSecurities Exchange Act of 1934, as amended, the Company has also filed withthis Amendment updated officer certifications set forth in Exhibits 31.1, 31.2,32.1, 32.2.  Accordingly, this Amendmentshould be read in conjunction with the Company’s filings made with theCommission subsequent to the date of the Original Filing.

 

The changes effected by thisAmendment No. 2 on Form 10-KSB/A are solely to amend theOriginal Filing as described above.  No modificationor update is otherwise made to any other disclosures or exhibits to theOriginal Filing, as amended by Amendment No. 1.

 

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

 

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

 

**Management’s Report on Internal ControlOver Financial Reporting**:  Ourmanagement is responsible for establishing and maintaining adequate internalcontrol over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and15d-15(f).  Under the supervision andwith the participation of management, including our Chief Executive Officer andour Vice President of Finance and Business Development, we conducted anevaluation of the effectiveness of our internal controls over financialreporting based on the framework in Internal Control -Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission(“COSO”).  Based on this evaluation,management has concluded that our internal control over financial reporting waseffective as of December 31, 2007.

 

The Company’s internalcontrol over financial reporting includes policies and procedures that (1) pertainto maintenance of records that, in reasonable detail, accurately and fairlyreflect transactions and dispositions of the assets of the Company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the Company arebeing made only in accordance with authorizations of management and directorsof the Company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of theCompany’s assets that could have a material effect on the financial statements.

 

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 usto 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 or our internal control over financialreporting 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 to company internal controls**:  In our opinion there were no material changesin the Company’s internal controls over financial reporting during the threemonths ended December 31, 2007 that have materially affected, or arereasonably likely to materially affect, its internal controls over financialreporting.

 

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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:  August 5, 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:  August 5, 2008 | /s/ Zachary Suchin                                |
|                                  | Zachary Suchin, President and Chief               |
|                                  | Executive Officer (Principle Executive Officer)   |
|                                  |                                              |
| Dated:  August 5, 2008 | /s/ Jason Schutzbank                              |
|                                  | Jason Schutzbank, Director (Executive             |
|                                  | Vice President and Chief Technical Officer)       |
|                                  |                                              |
| Dated:  August 5, 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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