** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-KSB/A**

** **

**AmendmentNo. 1**

** **

**x ANNUAL REPORTUNDER SECTION 13 OR 15(D)**

**OF THESECURITIES EXCHANGE ACT OF 1934**

 

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

 

**o TRANSITIONREPORT UNDER SECTION 13 OR 15(D)**

**OF THESECURITIES 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 no disclosurewill be contained, to the best of registrant’s knowledge, in definitive proxyor information statements incorporated by reference in Part III of this Form 10-KSBor 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.

 

The aggregate market value of the 15,482,947 sharesof common stock held 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. Asof March 28, 2008, there were 32,607,147 shares of common stock outstanding. Indetermining the market value of non-affiliate common stock, shares of CollegeTonight’s common stock beneficially owned by each executive officer anddirector have been excluded. This determination of affiliate status is not necessarilya correlative determination for other purposes.

 

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

 

 

**[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]**

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-KSB/A amends College Tonight, Inc.’sAnnual Report on Form 10-KSB (the “2007 Annual Report”) for the fiscal yearended December 31, 2007.  We are filingthis Amendment No. 1 on Form 10-KSB/A for the purposes of correcting thefollowing inadvertent errors: (i) the number of shares of College Tonight, Inc.common stock held by non-affiliates, as of March 28, 2008, totaled 15,482,947.  As such, the aggregate market value of theshares held by non-affiliates, as of March 28, 2008, was $27,095,157 based uponthe closing sale’s price of $1.75 per share. This correction has been made to the cover page of this Amendment No. 1on Form 10-KSB/A; (ii) under the discussion of Development Costs (page27), the words “cost of services and” are deleted and the word “costs” is addedafter the word “development” on the second line; on the penultimate line of theSelling, General and Administrative Expenses discussion (page 27), the “.”after the word “Merger” is deleted and the word “Which” on the same line islower-cased; and (iii), in the last paragraph of Note 4 to the FinancialStatements concerning the Company’s Common Stock (page 38), the reference to“1,000,000” common shares of College Tonight, Inc. issued to each of Zachary R.Suchin and Jason A. Schutzbank being subject to cancellation is deleted andreplaced with “2,000,000.”  At therequest of Amper, Politziner & Mattia, P.C., College Tonight Inc.’sindependent registered accountant, below is a revised Report of IndependentPublic Accounting Firm executed by Amper, Politziner & Mattia, P.C. whichreplaces the Report previously provided on Form 10-KSB.

 

The changes effected by this Amendment No. 1 on Form 10-KSB/A aresolely to amend the 2007 Annual Report as described above.  Updated officer certifications as required byRule 12b-15 under the Securities Exchange Act of 1934 are provided herewith.

 

PLEASE NOTE THAT THE INFORMATION CONTAINED IN THIS FORM 10-KSB/A DOESNOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE 2007 ANNUAL REPORT AND WEHAVE NOT UPDATED OR AMENDED ANY OTHER DISCLOSURE TO REFLECT SUBSEQUENT EVENTS SINCETHE ORIGINAL FILING DATE.

 

**ITEM7.   FINANCIAL STATEMENTS**.

 

Reportof Independent Registered Public Accounting Firm

 

        Wehave audited the accompanying consolidated balance sheets of College Tonight,Inc. (formerly Simex Technologies, Inc.) (a development stage company, “theCompany”) as of December 31, 2007 and 2006, and the related consolidatedstatements of operations, changes in stockholders’ deficiency, and cash flows forthe year ended December 31, 2007 and the period from July 3, 2006(inception) to December 31, 2006. These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion onthese consolidated 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 also includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audits provide areasonable basis for our opinion.

 

        Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the consolidated financial position of College Tonight, Inc.as of December 31, 2007 and 2006, and the consolidated results of itsoperations and its cash flows for the year ended December 31, 2007 and theperiod from July 3, 2006 (inception) to December 31, 2006, inconformity with accounting principles generally accepted in the United Statesof America.

 

        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 raise substantialdoubt about its ability to continue as a going concern. Management’s plansregarding those matters also are described in Note 1. The financial statementsdo not include any adjustments that might result from the outcome of thisuncertainty.

 

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

 

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March 31, 2008

 

Edison, New Jersey

 

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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: April 17, 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: April 17, 2008        | /s/ Zachary Suchin                                                                   |
|                         | Zachary Suchin, President and Chief Executive  Officer (Principle Executive Officer) |
|                         |                                                                                 |
|                         |                                                                                 |
|                         |                                                                                 |
| Dated: April 17, 2008        | /s/ Jason Schutzbank                                                                 |
|                         | Jason Schutzbank, Director (Executive Vice  President and Chief Technical Officer)   |
|                         |                                                                                 |
|                         |                                                                                 |
|                         |                                                                                 |
|                         | /s/ Milton Suchin                                                                    |
| Dated:  April  17, 2008 | 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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