UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-KSB/A

(Amendment No. 2)

 

 

For the transition period from                  to                 

 

Commission File Number 00-26599

 

COLLEGE TONIGHT, INC.

(Name of small business issuer in its charter)

 

 

6380 Wilshire Boulevard, Suite 1020
Los Angeles CA  90048

(Address of principal executive offices) (Zip Code)

 

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

 

Securities registered under Section 12(b) of the Exchange Act:

Common Stock, $0.001 par value

 

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

 

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

 

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

 

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

 

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

 

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

 

The aggregate market value of the 15,482,947 shares of 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.  As of March 28, 2008, there were 32,607,947 shares of common stock outstanding.  In determining the market value of non-affiliate voting stock, shares of College Tonight’s common stock beneficially owned by each executive officer and director have been excluded.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

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

 

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EXPLANATORY NOTE

 

This Amendment No. 2 on Form 10-KSB/A (this “Amendment”) amends College Tonight, Inc.’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 (the “Original Filing”) originally filed on April 1, 2008 with the Securities and Exchange Commission (the “Commission”) and amended by Amendment No. 1 on Form 10-KSB/A filed with the Commission on April 17, 2008 (“Amendment No. 1”).  We are filing this Amendment for the purposes of replacing Item 8(a) (Controls and Procedures) with Item 8(a)(T) and including in Item 8(a)(T) Management’s Report on Internal Control over Financial Reporting to further clarify the required disclosures under provisions of Item 308 in Regulation S-K.  In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company has also filed with this Amendment updated officer certifications set forth in Exhibits 31.1, 31.2, 32.1, 32.2.  Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the Commission subsequent to the date of the Original Filing.

 

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

 

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

 

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

 

Item 8A(T).  CONTROLS AND PROCEDURES

 

Management’s Report on Internal Control Over Financial Reporting:  Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).  Under the supervision and with the participation of management, including our Chief Executive Officer and our Vice President of Finance and Business Development, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Control -Integrated Framework issued 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 was effective as of December 31, 2007.

 

The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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

 

Limitations on Controls:  Our management, including our Chief Executive Officer and our Vice President of Finance and Business Development, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.  In addition, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and controls may become inadequate if conditions change.  There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

Changes to company internal controls:  In our opinion there were no material changes in the Company’s internal controls over financial reporting during the three months ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by 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

 

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

 

 

	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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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 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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