**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-KSB/A**

**(Amendment No. 3)**

 

| ** ** | **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 period from                to**

** **

**Commission File Number 00-26599**

 

**COLLEGETONIGHT, INC.**

(Name of small business issuer in itscharter)

 

| **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 principal executive offices) (ZipCode)

 

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

 

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

**Common Stock, $0.001 par value**

 

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

 

Checkwhether the issuer is not required to file reports pursuant to Section 13or 15(d) of the Exchange Act. Yes  o    No x

 

Checkwhether the issuer (1) filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the past 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x    No o

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB.  Yes x    No o

 

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

 

Theissuer’s revenues for its most recent fiscal year: $5,951.

 

The aggregate market value of the 15,482,947 shares of common stockheld by non-affiliates of the issuer, as of March 28, 2008, was $27,095,157 based upon 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.

 

TransitionalSmall Business Disclosure Format (check one): Yes o  No x

 

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**EXPLANATORYNOTE**

 

This Amendment No. 3 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”) and by Amendment No. 2 on Form 10-KSB/A filed with theCommission on August 12, 2008 (“Amendment No. 2” and, together withAmendment No. 1, the “Prior Amendments”). We are filing this Amendment for the purpose of revising Item 8(a)(T),Management’s Report on Internal Control over Financial Reporting, to includeinformation required under Item 307 of Regulation S-K contained inAmendment No. 1.  We also clarify inthis Amendment that management timely provided its annual report on the Company’sinternal control over financial reporting in accordance with Item 308T ofRegulation S-K.

 

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.

 

Except for the changeseffected by this Amendment No. 3 on Form 10-KSB/A, no modification orupdate is otherwise made to any other disclosures or exhibits to the OriginalFiling, as amended by the Prior Amendments.

 

PLEASE NOTETHAT THE INFORMATION CONTAINED IN THIS FORM 10-KSB/A DOES NOT REFLECTEVENTS OCCURRING AFTER THE DATE OF THE 2007 ANNUAL REPORT AND WE HAVE NOTUPDATED OR AMENDED ANY OTHER DISCLOSURE TO REFLECT SUBSEQUENT EVENTS SINCE THEORIGINAL FILING 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 Chief Executive Officer, and AaronSamel, Vice President of Finance and Business Development, are responsible forestablishing and maintaining adequate disclosure controls and procedures. In establishing such controls and procedures, they considered, amongother factors, a cost-benefit analysis of implementing certain controls andrecognized that no matter how well designed and operated, the existence ofcontrols and procedures provide 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)designed to ensure that material information relating to the Company is madeknown to our Chief Executive Officer and Vice President of Finance and BusinessDevelopment by others, particularly during the period in which this report wasbeing prepared and (2) effective, in that they provide reasonableassurance that information required to be disclosed by the Company in reportsfiled under the Exchange Act is recorded and communicated to our management andthen processed, summarized and reported within the time periods specified inthe Commission’s rules and forms.

 

**Management’s Report on InternalControl Over Financial Reporting**:  Under the supervision and withthe participation of Zachary Suchin, our Chief Executive Officer and AaronSamel, our Vice President of Finance and Business Development, our managementis responsible 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 controls over financialreporting based on the Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission.  Management reviewed its policies andprocedures designed to (1) maintain records in reasonable detail so thattransactions concerning the Company’s assets are accurately and fairly reflected;(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures ofthe Company are being made only in accordance with authorizations of managementand directors of the Company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, ordisposition of the Company’s assets that could have a material effect on theCompany’s financial statements.

 

Based on this evaluation,management has concluded that our internal control over financial reporting waseffective as of December 31, 2007.

 

This annual report does not includean attestation report of our independent registered public accounting firmregarding 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**:  Ourmanagement, including our Chief Executive Officer and our Vice President ofFinance and Business Development, does not expect that our disclosure controlsor our internal control over financial reporting will prevent or detect allerrors and all fraud.  A control system,no matter how well designed and operated, can provide only reasonable, notabsolute, assurance that the control system’s objectives will be met.  Internal control over financial reporting isa process that involves human diligence and compliance and is subject to lapsesin judgment and breakdowns resulting from human failures.  In addition, the design of any system ofcontrols is based in part on certain assumptions

 

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about the likelihood offuture events, and controls may become inadequate if conditions change.  There can be no assurance that any designwill succeed in achieving its stated goals under all potential futureconditions.

 

**Changesin Company’s Internal Controls over Financial Reporting**:  Inmanagement’s opinion, there were no material changes in the Company’s internalcontrols over financial reporting during the three months ended December 31,2007 that have materially affected, or are reasonably likely to materiallyaffect, its internal control over financial reporting.

 

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***SIGNATURES***

 

Inaccordance with Section 13 or 15(d) of the Exchange Act, theregistrant caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 

 
|                                | College Tonight, Inc.                |
|-------------------------------------|-------------------------------------------|
|                                | (formerly  Simex Technologies, Inc.) |
|                                | (Registrant)                              |
|                                |                                      |
|                                |                                      |
| Dated: September 2,  2008 | /s/  Zachary Suchin                       |
|                                |                                      |
|                                | Zachary  Suchin, Chief Executive Officer  |

 

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, this Form 10-KSB/A has been signedby the following persons in the capacities and as of the dates indicated:

 
|   | College Tonight, Inc.                |
|--------|-------------------------------------------|
|   | (formerly  Simex Technologies, Inc.) |
|   | (Registrant)                              |

 

 
| Dated:  September 2, 2008 | /s/  Zachary Suchin                                                                              |
|--------------------------------|--------------------------------------------------------------------------------------------------|
|                           |                                                                                             |
|                           | Zachary  Suchin, President and Chief  Executive Officer, Director (Principle Executive  Officer) |
|                           |                                                                                             |
|                           |                                                                                             |
| Dated:  September 2, 2008 | /s/  Jason Schutzbank                                                                            |
|                           |                                                                                             |
|                           | Jason  Schutzbank, Director (Executive  Vice President and Chief Technical  Officer)             |
|                           |                                                                                             |

 
| Dated:  September 2, 2008 | /s/  Milton Suchin                                  |
|--------------------------------|-----------------------------------------------------|
|                           | 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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