10KSB/A

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 period from                  to                 

Commission File Number 00-26599

COLLEGE TONIGHT, INC.

(Name of small business issuer 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 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. 4 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”) 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”), by Amendment No. 2 on Form 10-KSB/A filed with the Commission on August 12, 2008 (“Amendment No. 2”), and by Amendment No. 3 filed 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 sole purpose of revising Item 8(a)(T) “Controls and Procedures”.   No modification or update is otherwise made to any other disclosures or exhibits to the Original Filing, as amended by the Prior Amendments.

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.

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 8A(T) CONTROLS AND PROCEDURES 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 Aaron Samel, Vice President of Finance and Business Development, are responsible for establishing and maintaining adequate disclosure controls and procedures.  In establishing such controls and procedures, they considered, among other factors, a cost-benefit analysis of implementing certain controls and recognized that no matter how well designed and operated, the existence of controls and procedures provide only reasonable assurance of achieving their objectives.  They evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2007 and concluded that the Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company is made known to our Chief Executive Officer and Vice President of Finance by others, particularly during the period in which this report was being prepared.  However, management concluded that the disclosure controls and procedures were ineffective to the extent that certain information required to be disclosed by the Company in reports filed under the Exchange Act—management’s report on internal control over financial reporting— was not reported within the time period specified in the Commission’s rules and forms.

Management’s Report on Internal Control Over Financial Reporting:  Under the supervision and with the participation of Zachary Suchin, our Chief Executive Officer and Aaron Samel, our Vice President of Finance and Business Development, 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).

Our management conducted its annual evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Management reviewed its 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 Company’s financial statements.

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

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 the Company 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 and procedures or our

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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 in Company’s Internal Control over Financial Reporting:  In management’s opinion, there were no material changes in the Company’s internal control over financial reporting during the three months ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, its internal control 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: September 17, 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: 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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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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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

        I, Zachary R. Suchin, certify that:

        1.     I have reviewed this Annual Report on Form 10-KSB/A of College Tonight, Inc. (formerly Simex Technologies, Inc.):

        2.     Based on my knowledge, this does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

        4.     The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

        5.     The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

        a.     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

        b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

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Dated: September 17, 2008	By:	/s/   ZACHARY R. SUCHIN
		Name:  ZACHARY R. SUCHIN
		Title:     Principal Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

        I, Aaron Samel, certify that:

        1.     I have reviewed this Annual Report on Form 10-KSB/A, of College Tonight, Inc. (formerly Simex Technologies, Inc.):

        2.     Based on my knowledge, this does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

        4.     The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

        5.     The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

        a.     all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

        b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

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Dated: September 17, 2008	By:	/s/   AARON SAMEL
		Name:  AARON SAMEL
		Title:     Principal Financial Officer

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EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

        I, Zachary R. Suchin, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the report of College Tonight, Inc. (formerly Simex Technologies, Inc.) on Form 10-KSB/A for the annual period ended December 31, 2007 fully complies with the requirements of Section 13(a) and 15(d) of the Securities and Exchange Act of 1934 and that information contained in such Annual Report on Form 10-KSB/A fairly presents in all material respects the financial condition and results of operation of College Tonight, Inc.

Dated: September 17, 2008	By:	/s/   ZACHARY R. SUCHIN
		Name:  Zachary R. Suchin
		Title:     Principal Executive Officer

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

        This certification accompanies this Report on Form 10-KSB/A pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

        I, Aaron Samel, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the report of College Tonight, Inc. (formerly Simex Technologies, Inc.) on Form 10-KSB/A for the annual period ended December 31, 2007 fully complies with the requirements of Section 13(a) and 15(d) of the Securities and Exchange Act of 1934 and that information contained in such Annual Report on Form 10-KSB/A fairly presents in all material respects the financial condition and results of operation of College Tonight, Inc.

Dated: September 17, 2008	By:	/s/   AARON SAMEL
		Name:  Aaron Samel
		Title:     Vice President, Principal Financial Officer

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

        This certification accompanies this Report on Form 10-KSB/A pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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CORRESP

                                                                                                                September 17, 2008

Via EDGAR and Overnight Mail

Mr. Terry French

Accountant Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.   20549

Re:	College Tonight, Inc. — Form 10-KSB/A
	File No. 0-26599

Dear Mr. French:

On behalf of College Tonight, Inc. (the “Company”), we provide below our response to the following comment included in your letter dated September 15, 2008 concerning the Company’s Annual Report on Form 10-KSB/A:

“We have considered your response letter dated September 8, 2008 and note that  management continues to believe that disclosure controls and procedures were effective as of the end of the fiscal year.  Please note that the definition of disclosure control and procedures provided in Rule 13a-15(e), indicates that effective controls and procedures would ensure that information required to be disclosed by the issuer is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.  In addition, as discussed in Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gove/divisions/corpfin/guidance/regs-kinterp.htm, failure to file management’s report on Internal Control over Financial Reporting rendered your annual report materially deficient and also rendered the company not timely in its Exchange Act Reporting.  It appears to us that your failure to provide your report on internal control over financial reporting for fiscal year 2007 on a timely basis appears to be a clear indicator that your disclosure controls and procedures were not effective as of the end of the fiscal year.  The omission of a material disclosure on a timely basis, even if inadvertent, is a strong indicator the disclosure controls and procedures are ineffective.  In light of these facts, it

appears that you should amend 10-KSB to disclose that your disclosure controls and procedures were not effective as of the end of the fiscal year.”

Management of the Company appreciates the Commission’s comments and, as a result, has reviewed management’s conclusion as to the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2007.  Management believes that the Company’s disclosure controls and procedures are designed to ensure that material information relating to the Company is made known to our Chief Executive Officer and Vice President of Finance by others.  However, management believes that its disclosure controls and procedures were ineffective to the extent that certain information required to be disclosed by the Company in reports filed under the Exchange Act—management’s report on internal control over financial reporting— was not reported within the time period specified in the Commission’s rules and forms.  In light of this conclusion, management is concurrently filing an amended Form 10-KSB/A with EDGAR.  A copy of the amended Section 8(A)(T) redlined to show changes from the previous filing is enclosed for your reference.

In addition, as noted in the amended 10-KSB, management is reviewing whether changes to its disclosure controls and procedures are warranted.

Company management takes extremely seriously the allegation that its annual report on Form 10-KSB was materially deficient.  We hope that management’s conclusion concerning the effectiveness of its disclosure controls and procedures is acceptable to the Commission and that the Commission no longer considers the annual report on 10-KSB deficient.

Very truly yours,

/s/ Eric L. Silberstein

Eric L. Silberstein

enclosure

cc:  Aaron Samel, College Tonight, Inc.

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