UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM 10-Q
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008
OR
TRANSITION REPORT PURSUANT TO 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.
---------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2465647
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
6380 WILSHIRE BOULEVARD, SUITE 120, LOS ANGELES, CA 90048
--------------------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 323-966-5800
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
77reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer ___ (Do not check if a smaller reporting company)
Smaller reporting company X
---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
The number of shares of registrant's common stock, $0.01 par value, outstanding
at November 24, 2008: 34,454,536.
COLLEGE TONIGHT, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION --------
-----------------------------
Item 1. Financial Statements
-------
Condensed Consolidated Statements of Operations for the
Three Months Ended September 30, 2008 and 2007 (unaudited) 3
Condensed Consolidated Statements of Operations for the
Nine Months Ended September 30, 2008 and 2007 (unaudited) 4
Condensed Consolidated Balance Sheets at September 30, 2008
(unaudited) and December 31,2007 5
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2008 and 2007 (unaudited) 6
Condensed Consolidated Statements of Preferred Stock and
Shareholders' Equity /Members Deficit from July 3, 2006
to September 30, 2008 (unaudited) 7
Notes to Condensed Consolidated Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Financial Condition and
------ Plan of Operations 16
Item 4. Controls and Procedures 20
------
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings 20
-------
Item 1A. Risk Factors 20
-------
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
------
Item 3. Defaults Upon Senior Securities 20
------
Item 4. Submission of Matters to a Vote of Security Holders 20
------
Item 5. Other Information 20
------
Item 6. Exhibits 21
------
SIGNATURE 22
---------
Principal Executive Officer Certification Pursuant to Rule 13a-14(a)
Principal Financial Officer Certification Pursuant to Rule 13a-14(a)
Principal Executive Officer Certification Pursuant to Section 1350
Principal Financial Officer Certification Pursuant to Section 1350
-2-
COLLEGE TONIGHT, INC.
---------------------
FINANCIAL STATEMENTS
--------------------
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1 - FINANCIAL STATEMENTS
-----------------------------
The unaudited interim financial statements included herein have been prepared by
College Tonight, Inc. (the "Company"). In the opinion of management, the
interim financial statements reflect all adjustments of a normal recurring
nature necessary for a fair statement of the results for interim periods. It is
suggested that these financial statements and the notes to these financial
statements be read in conjunction with the financial statements included in the
Company's Annual Report on Form 10-KSB, as amended, for 2007.
COLLEGE TONIGHT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30,
--------------------------------
2008 2007
-------------- ----------------
REVENUES $ 730 $ -
OPERATING EXPENSES:
Development costs 5,406 34,304
Depreciation and amortization 2,250 -
Marketing 174,758 98,286
Selling, general and administrative 286,648 163,562
------------ -----------
Total operating expenses 469,062 296,152
------------ -----------
OPERATING LOSS (468,332) (296,152)
Interest income 688 1,134
------------ -----------
LOSS $ (467,644) $ (295,018)
============ ===========
Loss per share (basic and diluted) $ (0.02) $ (0.04)
============ ===========
Weighted average shares outstanding:
Basic and diluted 30,446,400 8,297,747
============ ===========
The accompanying notes are an integral part of these financial statements.
-3-
COLLEGE TONIGHT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Period
Nine Months Ended September 30, July 3, 2006
------------------------------- (Inception) to
2008 2007 September 30, 2008
------------------------------- --------------------
REVENUES $ 2,384 $ 4,834 $ 9,334
OPERATING EXPENSES:
Development costs 134,903 46,971 258,744
Depreciation and amortization 5,780 - 7,938
Marketing 301,432 109,075 481,730
Selling, general and administrative 821,498 192,364 1,394,676
------------ ----------- -----------
Total operating expenses 1,263,613 348,410 2,143,088
------------ ------------ ------------
OPERATING LOSS (1,261,229) (343,576) (2,133,754)
Interest income 5,983 1,134 10,556
Interest expense - (845) (1,507)
------------ ----------- -----------
LOSS $ (1,255,246) $ (343,287) $(2,124,705)
============ =========== ===========
Loss per share (basic and diluted) $ (0.05) $ (0.05)
============ ===========
Weighted average shares outstanding:
Basic and diluted 24,541,043 6,901,327
============ ===========
The accompanying notes are an integral part of these financial statements.
-4-
COLLEGE TONIGHT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2008 2007
------------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 65,493 $ 722,402
Restricted cash - 5,843
Inventory 20,759 -
Prepaid expenses 283,333 -
Other current assets 3,738 7,074
-------------- ------------
TOTAL CURRENT ASSETS 373,323 735,319
Property, plant and equipment, net 16,775 19,526
Intangible assets 14,842 4,487
Website development 103,909 -
Other assets 19,888 14,588
-------------- ------------
TOTAL ASSETS $ 528,737 $ 773,920
============== ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 83,546 $ 10,971
Accrued expenses 68,356 130,086
Deferred revenue 12,916 -
-------------- ------------
TOTAL CURRENT LIABILITIES 164,818 141,057
Convertible preferred stock $.001 par value; 5,000,000
shares authorized; 2,412,800 shares issued and
outstanding at December 31, 2007 (converted to
common stock in March 2008, see Note 6) - 602,613
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock; $.001 par value; 100,000,000
shares authorized 34,455 33,920
34,454,547 and 33,919,786 shares issued and
outstanding, respectively
Additional paid in capital 2,454,169 865,789
Deficit accumulated during the development stage (2,124,705) (869,459)
-------------- ------------
TOTAL SHAREHOLDERS' EQUITY 363,919 30,250
-------------- ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 528,737 $ 773,920
============== ============
The accompanying notes are an integral part of these financial statements
-5-
COLLEGE TONIGHT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
For the Period
July 3, 2006
Nine Months Ended September 30, (Inception)
------------------------------- to
2008 2007 September 30, 2008
------------------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss $ (1,255,246) $ (343,287) $ (2,124,705)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 5,780 - 7,938
Non-cash compensation charge 86,709 - 87,709
Change in assets and liabilities:
Inventory (20,759) - (20,759)
Prepaid expenses and other current assets (7,718) (21,840) (13,561)
Accounts payable and accrued expenses 21,512 1,285 162,569
Deferred revenue 12,916 - 12,916
------------ ------------ ----------------
Net cash used in operating activities (1,156,806) (363,842) (1,887,893)
------------ ------------ ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Change in restricted cash 5,843 - 5,843
Other assets (5,300) - (25,186)
Website development (103,909) - (103,909)
Purchases of property and equipment and intangibles (1,737) (23,697) (23,421)
------------ ------------- -----------------
Net cash used in investing activities (105,103) (23,697) (146,673)
------------ ------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance - - 895,059
and other direct costs of $144,441
Proceeds from sale of common stock pursuant to 605,000 600,000 1,205,000
subscription agreements
(Payments) proceeds from related party loans - (23,365) -
------------ ------------- -----------------
Net cash provided by financing activities 605,000 576,635 2,100,059
------------ ------------- -----------------
Net change in cash (656,909) 189,096 65,493
Cash at beginning of the period 722,402 355 -
------------ ------------- -----------------
Cash at end of the period $ 65,493 $ 189,451 $ 65,493
============ ============= =================
Supplemental disclosure of noncash investing and financing activities:
Conversion of convertible Series A preferred shares to common shares $ 602,613 $ 602,613
============ =================
Issuance of common stock for marketing, promotional and investor
relation services, former employee compensation and business
acquisition $ 381,302 $ 381,302
============ =================
Issuance of convertible Series A preferred shares in the merger
transaction $ 602,613
=================
Issuance of common stock upon conversion of notes payable
and related accrued interest $ 190,641
=================
Conversion of LLC to corporation $ 68,676
=================
Common stock acquired upon merger with SIMEX $ 160,086
=================
The accompanying notes are an integral part of these financial statements.
-6-
COLLEGE TONIGHT, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF PREFERRED STOCK AND SHAREHOLDERS' EQUITY
/MEMBERS DEFICIT
Preferred Stock
-------------------------
Shares Amount
---------- ---------
Balance at July 3, 2006 (inception) - $ -
Net loss for the period from July 3, 2006 to December 31, 2006 - -
---------- ----------
Balance at December 31, 2006 - $ -
---------- ----------
Net loss for the period from January 1, 2007 through June 7, 2007,
date of conversion from an LLC to a corporation - -
Effect of conversion from LLC to corporation - -
Issuance of common stock from subscription agreements - -
Shares of College Tonight issued to director and placement agents - -
Conversion of common stock to preferred stock upon merger with Simex 2,412,800 602,613
Issuance of common stock, net of issuance costs
Common stock acquired upon merger with Simex
Issuance of common shares for conversion of notes payable - -
Net loss for the period from June 7, 2007 to December 31, 2007 - -
----------- ----------
Balance at December 31, 2007 2,412,800 $ 602,613
----------- ----------
Conversion of preferred stock to common stock at a rate of forty
shares of common stock for each share of preferred stock (2,412,800) (602,613)
Reverse stock split at a conversion rate of four for one - -
Issuance of common stock, net of issuance costs - -
Issuance of common stock from subscription agreements - -
Net loss - -
----------- ----------
Balance at September 30, 2008 (Unaudited) - $ -
=========== ==========
Common Stock
--------------
Members
Deficit Deficit
Accumulated Accumulated Total
during the Additional during the Share-
Development Paid in Development holders'
Stage Shares Amount Capital Stage Equity
-------------------------------------------------------------------------
Balance at July 3, 2006 (inception) $ - - $ - $ - $ - $ -
Net loss for the period from July 3, 2006 to
December 31, 2006 (44,384) - - - - (44,384)
---------- -------- -------- ---------- ---------- ---------
Balance at December 31, 2006 $ (44,384) - $ - $ - $ - $(44,384)
---------- -------- -------- ---------- ---------- ---------
Net loss for the period from January 1, 2007 through
June 7, 2007, date of conversion from an LLC to
a corporation (24,292) - - - - (24,292)
Effect of conversion from LLC to corporation 68,676 1,612,500 1,613 (25,905) (44,384) -
Issuance of common stock from subscription agreements - 340,300 340 599,660 - 600,000
Shares of College Tonight issued to director and
placement agents - 460,000 460 540 - 1,000
Conversion of common stock to preferred stock upon
merger with Simex - (2,412,800) (2,413) (600,200) - (602,613)
Issuance of common stock, net of issuance costs - 10,395,000 10,395 884,664 - 895,059
Common stock acquired upon merger with Simex - 19,711,969 19,712 (179,798) - (160,086)
Issuance of common shares for conversion of
notes payable - 3,812,817 3,813 186,828 - 190,641
Net loss for the period from June 7, 2007 to
December 31, 2007 - - - - (825,075) (825,075)
--------- ---------- -------- ----------- ---------- ---------
Balance at December 31, 2007 $ - 33,919,786 $33,920 $ 865,789 $ (869,459) $ 30,250
--------- ---------- -------- ----------- ---------- ---------
Conversion of preferred stock to common stock at
a rate of forty shares of common stock for each
share of preferred stock - 96,512,000 96,512 506,101 - 602,613
Reverse stock split at a conversion rate of four for one - (97,823,840) (97,824) 97,824 - -
Issuance of common stock, net of issuance costs - 334,100 334 380,968 - 381,302
Issuance of common stock from subscription agreements - 1,512,500 1,513 603,488 - 605,000
Net loss - - - - (1,255,246) (1,255,246)
---------- ----------- --------- ---------- ----------- -----------
Balance at September 30, 2008 (Unaudited) $ - 34,454,547 $ 34,455 $2,454,169 $(2,124,705) $ 363,919
========== =========== ========= ========== =========== ===========
The accompanying notes are an integral part of these financial statements.
-7-
COLLEGE TONIGHT, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Nature of Business and Basis of Presentation
------------------------------------------------------
The Company conceptualized and designed a website, "www.thequad.com," that
provides college students and alumni with a social networking medium via the
Internet. The website was launched on October 1, 2008 and informs people of
nightlife options in their community and school, promotes social and academic
interaction within the student body and alumni, manages Greek fraternity and
sorority chapters and provides for college-oriented merchandise sales.
Since its inception, the Company has devoted substantially all of its efforts to
research and development of its technology, marketing and promotion, business
and financial planning, recruiting management and technical staff, acquiring
assets and raising capital. Accordingly, the Company is considered to be in its
development stage as defined in Statement of Financial Accounting Standards No.
7.
The interim financial statements included herein have been prepared by the
Company, without audit pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted. The interim financial statements reflect, in the
opinion of management, all adjustments necessary (consisting only of normal
recurring adjustments) to present a fair statement of results for the interim
periods presented. The operating results for any interim period are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2008. The accompanying financial statements should be read in
conjunction with the consolidated financial statements and notes included in the
Company's Annual Report on Form 10-KSB, as amended, for the year ended December
31, 2007.
Note 2 - History and Liquidity
------------------------------
Background
On November 29, 2007, Simex Technologies, Inc., ("Simex"), the predecessor to
College Tonight, Inc. ("College Tonight"), completed the acquisition of College
Tonight, Inc. (the "Reverse Merger"). Simex had been an inactive public shell
for the two years preceding the Reverse Merger. As part of the acquisition,
Simex issued to the stockholders of College Tonight, Inc., 2,412,800 shares of
Series A Preferred Stock in exchange for all of the issued and outstanding
capital stock of College Tonight. Since Simex did not have sufficient authorized
common shares at the date of the transaction to effect the conversion of the
Series A Preferred shares to common, the value of the preferred stock was
classified as a liability at December 31, 2007 and remained a liability until
the March 5, 2008 share increase approval noted below. As a result of the
Reverse Merger transaction, College Tonight became Simex's wholly-owned
subsidiary and the former stockholders of College Tonight became Simex's
controlling stockholders.
Under generally accepted accounting principles in the United States of America,
the Reverse Merger was considered to be a capital transaction in substance,
rather than a business combination. That is, the acquisition was equivalent to
the issuance of stock by College Tonight, Inc. for the net monetary assets of
Simex, accompanied by a recapitalization, and was accounted for as a change in
capital structure. Accordingly, the accounting for the acquisition was identical
to that resulting from a reverse acquisition, except that no goodwill was
recorded. Under reverse takeover accounting, the comparative historical
-8-
financial statements of the "legal acquirer" (Simex) are those of the
"accounting acquirer" (College Tonight). Earnings (loss) per share are
calculated to reflect the Company's change in capital structure for all periods
presented. Costs associated with the merger were expensed as incurred by
College Tonight, Inc. The net monetary assets acquired from the Simex business
totaled $5,843.
College Tonight was originally formed as a California limited liability company,
College Tonight LLC, on July 3, 2006, and all member units were exchanged for
stock in College Tonight, Inc. on June 7, 2007 when the Company converted into a
Delaware corporation.
On December 14, 2007, the Board of Directors of Simex approved and adopted by
written consent resolutions to amend the Certificate of Incorporation of Simex.
Pursuant to this Written Consent, the Company's Certificate of Incorporation was
amended to (i) increase the Company's total authorized stock from 50,000,000 to
100,000,000 shares of Common Stock (ii) effect a 1-for-4 Reverse Split of the
Company's issued and outstanding Common Stock, and (iii) change the Company's
name to "College Tonight, Inc." to more accurately reflect our business
operations. On March 5, 2008 the share increase reverse split, and name change
became effective. The Company applied for a change in its trading symbol, and
now trades under the ticker symbol "CGEG" on the NASD Bulletin Board.
Upon the closing of the Reverse Merger, Simex's directors, Kjell I. Jagelid and
Warren L. Traver, resigned from all offices of Simex that they held effective
immediately and also submitted letters of resignation from their positions as
Simex directors. Their resignations as directors became effective after
dissemination on February 11, 2008 of a definitive information statement
pursuant to Sections14(c) and (f) of the Securities Exchange Act relating to the
aforementioned amendments made to the Company's Certificate of Incorporation.
Zachary Suchin and Jason Schutzbank were appointed to the Simex Board of
Directors, with Mr. Suchin being appointed Chairman. In addition, Messrs. Suchin
and Schutzbank were appointed officers of Simex (and directors and officers of
College Tonight, Inc. when the name change became effective).
Liquidity
The Company is a development stage company which has generated negative cash
flows from operations, and a deficit accumulated during the development stage of
$2,124,705 at September 30, 2008. Those factors, as well as the uncertain
conditions that the Company faces regarding its future raising of capital and
its ability to successfully commercialize its business plan raise substantial
doubt about the Company's ability to continue as a going concern. Management of
the Company has a plan to increase capital through issuance of additional stock,
or other investment or debt, however there can be no assurance that this plan
can be successfully implemented. If the Company is unable to raise additional
capital the Company has insufficient cash on hand to support current or
anticipated operations.
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The financial statements of the
Company do not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
Note 3 - Summary of Significant Accounting Policies
---------------------------------------------------
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
-9-
the financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those estimates.
Revenue Recognition
Revenue for sponsorships and placement of advertising are recognized when the
events to which they pertain occur. Revenue for sale of products is recognized
upon delivery and customer acceptance.
Inventory
Inventory consists of finished goods valued at the lower of cost or market, with
cost determined on the specific identification method.
Deferred Revenue
Deferred revenue consists of cash received for merchandise and sponsorship
agreements in which the Company has not yet earned or fully performed on the
merchandise or sponsorship agreements.
Depreciation and amortization
Property and equipment are stated at cost. Depreciation is computed on the
straight-line method over the estimated useful lives of the assets. Estimated
useful lives of five years are used for furniture, fixtures, and equipment, and
three years for computer hardware and software.
Advertising
The Company expenses all advertising costs as incurred and such costs amounted
to $301,432 and $109,075 for the nine months ended September 30, 2008 and 2007,
respectively.
Loss Per Share
Basic loss per share is calculated by dividing the net loss by the
weighted-average number of common shares outstanding during the period. Diluted
loss per share is calculated by dividing the net loss by the weighted-average
number of common shares and dilutive potential common shares outstanding during
the period. The Company does not currently offer any share-based compensation
plans, and therefore our diluted loss per share is the same as the basic loss
per share for 2008 and 2007. At September 30, 2008, 2,000,000 of the common
shares each issued to Zachary R. Suchin and Jason A. Schutzbank are subject to
cancellation in the event certain Company-related performance targets are not
met. These shares have been excluded from the earnings (loss) per share
calculation, as they are not considered outstanding for such purpose.
Income taxes
Deferred taxes are calculated using the liability method whereby deferred tax
assets are recognized for deductible temporary differences and operating loss
and tax credit carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
-10-
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of SFAS 109, Accounting for Income Taxes ("FIN 48"). This
interpretation clarifies the accounting for uncertainty in income taxes
recognized in an entity's financial statements in accordance with SFAS 109 by
prescribing the minimum recognition threshold and measurement attributable to a
tax position taken or expected to be taken on a tax return is required to be met
before being recognized in the financial statements. The adoption of FIN 48 had
no material impact on the Company's financial statements for the year ended
December 31, 2007 and the nine months ended September 30, 2008. The Company can
not reasonably estimate uncertainties in tax positions for the years ended 2003
through 2006 because Simex has not filed tax returns, for such periods and,
thus, has not yet determined its tax positions. Presumably, due to the existence
of probable, as yet not determined loss carryovers, any such positions, if
challenged, would presumably simply reduce the amount of the loss carryovers,
and resultant deferred income tax assets. For tax positions taken by Simex for
filed open years, including 2002 and possibly years previous to 2002, the
Company can not reasonably estimate uncertainties in tax positions because of
insufficient information. It is also possible that the Company could be liable
for unassessed penalties for Simex's failure to timely file tax returns. The
amount of such penalties can not be currently determined but it is not believed
they would have a material impact on the Company's financial statements.
Capitalized website development costs
The Company capitalizes eligible costs associated with software developed or
obtained for internal use in accordance with the American Institute of Certified
Public Accountants, or AICPA, Statement of Opinion No. 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use" and Emerging
Issues Task Force, or EITF, Issue No. 00-02, "Accounting for Website Development
Costs". Costs incurred in the development phase are capitalized and will be
amortized in cost of revenues over the product's estimated useful life once
placed into service. Costs related to the planning and post implementation
phases of the website and related applications development efforts are recorded
as operating expenses. The Company capitalized $103,909 of costs related to the
development of the Company's www.thequad.com website for the nine months ended
September 30, 2008. All $103,909 of costs were capitalized and put in service in
the three months ended September 30, 2008. There were no such capitalized costs
for the nine months ended September 30, 2007.
New accounting pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS
No. 157"). SFAS 157 defines fair value, establishes a framework for measuring
fair value in accounting principles generally accepted in the United States of
America and expands disclosures about fair value measurements. SFAS 157 applies
only to fair-value measurements that are already required or permitted by other
accounting standards and is expected to increase the consistency of those
measurements. SFAS 157 emphasizes that fair value is a market-based measurement
that should be determined based on the assumptions that market participants
would use in pricing an asset or liability. The Company will be required to
disclose the extent to which fair value is used to measure assets and
liabilities, the inputs used to develop the measurements, and the effect of
certain of the measurements on earnings (or changes in net assets) for the
period. SFAS 157 is effective for fiscal years beginning after December 15,
2007, and the Company's adoption of SFAS 157 as of January 1, 2008 did not have
a material impact on its financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities, including an amendment of FASB Statement No.
115" ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS No. 159 is effective for
-11-
financial statements issued for fiscal years beginning after November 15, 2007,
and the Company's adoption of SFAS No. 159 as of January 1, 2008 did not have a
material impact on its financial statements.
Note 4 - Acquisitions
---------------------
On April 11, 2008, the Company acquired certain assets and assumed no
liabilities of OnFIREbeerpong, Inc. ("Onfire") for $12,500. Onfire is based in
San Diego, California and is an online e-commerce business that specializes in
designing, manufacturing and selling beer pong tables through a website with the
domain name of Onfirebeerpong.com. The acquisition was funded through the
issuance of 10,000 shares of common stock, valued at $1.25 per share, which was
the market price of the Company's common stock on the date of the transaction.
Onfire has limited assets and liabilities and limited sales activity.
On August 19, 2008, the Company and Union Square and Sports and Entertainment,
Inc. ("Union Square") formerly known as Gridiron Bash, LLC, signed a letter of
intent concerning the potential acquisition by the Company of Union Square. The
letter of intent terminated of its own accord on November 15, 2008.
Note 5 - Property and Equipment
-------------------------------
Property and equipment, net of accumulated depreciation are as follows:
Estimated September 30, December 31,
Useful Life 2008 2007
----------- ------------- ------------
Furniture and fixtures 5 $ 15,819 $ 15,819
Computer equipment 3 6,952 5,865
------------ -----------
22,771 21,684
Less: accumulated depreciation (5,996) (2,158)
------------ -----------
$ 16,775 $ 19,526
============ ===========
Depreciation and amortization expense for the nine months ended September 30,
2008 and 2007 was $5,780 and $0, respectively.
Note 6 - Shareholder's Equity
-----------------------------
Common Stock
On June 7, 2007, upon the exchange of all member units for stock in College
Tonight Inc., the Company had authorized capital of 10,000,000 shares of common
stock. The Company issued 806,250 shares each to Zachary R. Suchin and Jason A.
Schutzbank, officers of the Company. In addition 100,000 shares were issued to a
director (resulting in a compensation charge of $1,000, representing the
approximate fair value of such shares at the date of issuance) and 360,000
shares were issued to stock placement agents. In July and September 2007 the
Company received $450,000 and $150,000, respectively, in exchange for the sale
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of 340,300 shares of common stock pursuant to stock subscription agreements. All
share amounts have been adjusted to reflect the 1,000 for 1 split which occurred
at the date of the Reverse Merger. As discussed above, all of these issued
shares to the shareholders of College Tonight Inc. (2,412,800 in the aggregate)
were cancelled and 2,412,800 shares of Simex Series A preferred stock were
issued to the shareholders as part of the Reverse Merger transaction.
On November 29, 2007, in connection with the Reverse Merger Simex closed a
private placement pursuant to which Simex issued and sold to certain accredited
investors 10,395,000 shares of common stock for $895,059, net of issuance and
other direct costs of $144,441. At the time of the Reverse Merger, there were
19,711,969 shares of common stock held by the Simex shareholders in the public
shell.
Also on November 29, 2007, Simex issued 3,812,817 shares of common stock
resulting from the conversion of five convertible notes with an original balance
of $182,000 plus accrued interest. The notes were convertible into common stock
at $0.05 per share, representing the approximate quoted value of the underlying
common stock at the date of the transaction.
On March 5, 2008, Simex Technologies, Inc. amended its articles of incorporation
to change its name to College Tonight, Inc., increase its authorized capital
from 50,000,000 to 100,000,000 common shares and completed a one for four
reverse split. All share amounts in the above consolidated financial statements
have been adjusted to reflect the one for four reverse split.
During the second and third quarter of 2008 the Company received $605,000 in
exchange for the sale of 1,512,500 shares of common stock pursuant to various
stock subscription agreements.
In addition, the Company issued 334,100 unregistered shares of its common stock
from January 1, 2008 through and including September 30, 2008. These issuances
were as follows:
- 250,000 shares issued in consideration of a third party providing
marketing, promotional and endorsement services. The Company recorded
$275,000 as a prepaid marketing asset (Note 8).
- 10,000 shares provided in consideration of the purchase of substantially
all of OnFire's assets. The Company recorded $12,500 for the acquisition of
OnFire's assets (Note 4).
- 21,750 shares provided to former employees as additional compensation for
services. The Company recorded $22,700 as compensation expense in the nine
months ended September 30, 3008 related to these share issuances.
- 27,350 shares issued in consideration of a third party providing marketing
and promotional services. The Company recorded $36,102 as marketing expense
in the nine months ended September 30, 2008 related to this share issuance.
- 25,000 shares issued in consideration of a third party providing investor
relation services. The Company recorded $35,000 as professional fees
expense in the nine months ended September 30, 2008 related to this share
issuance.
At September 30, 2008, 2,000,000 of the common shares each issued to Zachary R.
Suchin and Jason A. Schutzbank are subject to cancellation in the event certain
performance targets are not met in the future. These shares have been excluded
from the loss per share calculation, as they are not considered outstanding for
such purpose. If and when the restriction is released, the fair value of the
shares will be measured and a compensatory charge recorded.
Preferred Stock
The Company may issue up to 5,000,000 shares of preferred stock in one or more
classes or series within a class as may be determined by the Board of Directors,
who may establish the number of shares to be included in each class or series,
-13-
may fix the designation, powers, preferences and rights of the shares of each
such class or series and any qualifications, limitations or restrictions
thereof. Any preferred stock so issued by the Board of Directors may rank senior
to the common stock with respect to the payment of dividends or amounts upon
liquidation, dissolution or winding up of the Company. Moreover, under certain
circumstances, the issuance of preferred stock or the ability to issue preferred
stock might tend to discourage or render more difficult a merger or other change
in control.
Series A Convertible Preferred Stock
In connection with the Reverse Merger acquisition of College Tonight, Inc. on
November 29, 2007, Simex issued 2,412,800 shares of Series A Preferred Stock for
all of the outstanding shares of College Tonight, Inc. The Series A Preferred
Stock had the following features:
- Each share of Series A Preferred Stock is entitled to dividends in an
amount equal to any cash dividend declared on each share of Common Stock
multipled by the 40:1 conversion factor.
- Each share of Series A Preferred Stock is entitled to receive its share of
assets distributable upon the liquidation, dissolution or winding up of the
affairs of Simex equal to the amount distributable to each share of Common
Stock multipled by the 40:1 conversion factor.
- Each share of Series A Preferred Stock is convertible into forty shares of
Common Stock, subject to adjustment under certain circumstances, and will
be mandatorily converted into Common Stock at any time that the Company has
sufficient authorized but unissued shares of Common Stock to issue common
stock on conversion of all outstanding shares of preferred stock. The
2,412,800 shares issued in connection with the reverse acquisition
converted into Common Stock on the first trading day following the
effective date of the aforementioned amendments to the Company's
Certificate of Incorporation.
- Each share of Series A Preferred Stock is entitled to that number of votes
equal to the number of shares of Common Stock into which it is convertible.
The Company has authorized the issuance of up to 5,000,000 shares of Preferred
Stock. At December 31, 2007, the Company had 2,412,800 shares of Series A
Preferred Stock issued and outstanding. On March 5, 2008, the 2,412,800 shares
of Series A Preferred Stock issued to the new controlling stockholders were
converted into Common Stock in the Company at the rate of forty (40) shares of
Common Stock for each share of Series A Preferred Stock and the common shares
were subject to a one for four reverse split. As such, no Series A Preferred
Stock is outstanding at September 30, 2008.
Note 7 - Income Taxes
---------------------
The Company had no income tax liability for the nine months ended September 30,
2008 and 2007 as the Company generated a loss in all periods and the resultant
deferred tax assets have been fully reserved.
Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. The Company has net operating
losses of approximately $1,115,000 from the activities of College Tonight, Inc.
since conversion to a C corporation. Simex had significant net operating losses
prior to the merger, however, the amount has not yet been calculated since Simex
has not filed tax returns in recent years, and also utilization of the net
operating losses would be significantly restricted, if available at all. The
utilization of net operating losses would be limited under section 382 of the
Internal Revenue Code due to a change in ownership of more than 50%. The
significant components of the Company's deferred tax assets (liabilities) are as
follows:
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September 30,
2008
----
Deferred tax assets:
Net operating loss carryforward $ 813,145
Start up costs 63,092
------------
Total gross deferred tax assets 876,237
Deferred tax liabilities:
Depreciation (506)
------------
Total gross deferred tax liabilities (506)
------------
Valuation allowance (875,731)
------------
Net deferred tax asset (liability) $ -
============
The difference between the tax provision at the statutory federal income tax
rate and the tax provision attributable to income before taxes was as follows:
September 30,
2008
----
Statutory federal income tax rate 34.0 %
State taxes, net of federal benefits 8.7 %
Valuation allowance (42.7)%
----------
Income tax rate 0.0 %
==========
See Note 3 for discussion of the adoption of Fin 48.
Note 8 - Commitments and Contingencies
--------------------------------------
Claims and assessments
In the normal course of business, the Company is subject to certain claims and
assessments. Management believes that there are no claims or assessments
outstanding which would materially affect the financial position of the Company.
Employment agreements
The Company has employment agreements with Jason A. Schutzbank, Milton B. Suchin
and Zachary R. Suchin. Milton B. Suchin is Chairman of the Board of Directors
and Chief Operating Officer of College Tonight. Mr. Suchin is the father of
Zachary Suchin, the Company's chief executive officer. The material terms of
these agreements are as follows:
- Annual compensation for Mr. Zachary R. Suchin of $100,000 per year, Mr.
Milton B. Suchin of $100,000 per year, and Mr. Schutzbank of $70,000 per
year. On September 8, 2008 Mr. Zachary R. Suchin, Mr. Milton B. Suchin
and Mr. Schutzbank agreed to defer fifty percent of their annual
compensation for a period of 67 days. Upon the completion of the 67 day
period all three individuals further agreed to defer 100% of their annual
compensation until additional financing could be secured;
- Subject to earlier termination, the term of each agreement will expire on
June 30, 2010;
- Reimbursement of health insurance expenses up to $250 per month for Mr.
Zachary R. Suchin and Mr. Schutzbank, and reimbursement of the actual
costs of health insurance for Mr. Milton B. Suchin;
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- In the event of a termination without cause, severance equal to the salary
due under the employment contract for a period equal to the greater of one
year or the remaining term of the employment contract;
- In the event College Tonight does not employ the employee following the
expiration of the term of the employment contract, either because of
College Tonight's decision not to renew the employment contract or the
inability of College Tonight and the employee to negotiate a mutually
acceptable new employment contract, severance equal to one year's salary
under the employment contract;
- A confidentiality covenant prohibiting the employee from disclosing any
information that is owned, used or maintained by College Tonight and which
provides College Tonight with an advantage over competitors who do not
know or use the information;
- A non-compete covenant preventing the employee from rendering services or
owning more than 5% of any other company whose business is the operation
of a social networking website for as long as the employee is receiving
severance under the employment contract.
Endorsement agreement
In April 2008, the Company entered into a one year agreement with Blue-Eyed
Girl, Inc. ("Blue-Eyed Girl") on behalf of Lauren Conrad. Ms. Conrad, star of
the MTV series, "The Hills" and an emerging talent in the world of fashion
design, has agreed to provide endorsements of College Tonight's website and
related services. The Company issued Blue-Eyed Girl 250,000 shares of its
common stock as partial consideration for Ms. Conrad's agreement to make various
promotional appearances and to authorize the Company to use her endorsement for
the purpose of promoting and publicizing the Company's website and services.
Blue-Eyed Girl will be eligible to receive additional consideration, a portion
of which will consist of additional shares of common stock, if the Company's
website achieves certain amounts of new registered users. The Company recorded
the fair value of the shares issued to Blue-Eyed Girl as prepaid marketing
expenses, which is being amortized on a straight-line basis to expense over the
one year term of the agreement. The prepaid marketing asset was $277,083 as of
September 30, 2008. Additional consideration, if any, earned by Blue-Eyed Girl
will be recognized as an expense upon attainment of the contractual milestones.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATIONS
PLAN OF OPERATIONS / OVERVIEW
-----------------------------
Our business is the operation and marketing of a website at www.thequad.com. The
website displays events in and around college campuses to help promote student
and community interaction, manage Greek fraternity and sorority chapters,
provide for academic study forums and retail college - oriented products. Our
anticipated plan of operation for the next twelve months is to continue
marketing and adding features to our Website to enhance its attractiveness and
utility to college students, to expand our Website to additional metropolitan
areas and college campuses, and to continue our efforts to create and capture
revenue opportunities available from the traffic we generate to our Website.
The Company has insufficient cash on hand to support current or anticipated
operations. Although management has previously raised equity capital to fund
operations, the Company must continue to seek new capital to vitalize the
Company.
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In light of the Reverse Merger and the new direction of College Tonight, and the
accounting rules with respect to a reverse merger, we have not consolidated
revenues or other financial information for our predecessor, Simex, with College
Tonight's operations. Simex had been essentially inactive since 2006. College
Tonight is considered a development stage company.
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
Revenues
--------
College Tonight's revenues from operations for the three months ended September
30, 2008 and 2007 were $730 and $0, respectively. During these periods, College
Tonight focused on developing our business plan, promotional events, advertising
and developing our website. The increase in revenue was primarily attributable
to merchandise sales generated primarily from the Company's retail product
revenue stream established as a result of the acquisition of OnFire in April
2008. Overall, to date, we have generated minimal revenue during the initial
roll-out of our service offerings throughout 2007 and 2008. However, we have
launched the thequad.com website on October 1, 2008, and are conducting several
promotional events in the fourth quarter of 2008, including the Lauren Conrad
College Collection tour, that are expected to result in sponsorship revenue and
website membership. Accordingly, our revenues during the three months ended
September 30, 2008 and 2007 are not reflective of the revenues we expect to
generate in the future.
Development Costs
-----------------
College Tonight incurred development costs of $5,406 and $34,304 for the three
months ended September 30, 2008 and 2007, respectively. The $28,898 decrease in
development costs was a result of the capitalization of substantially all
development costs in the three months ended September 30, 2008. In accordance
with the criteria for capitalization, $103,909 of costs associated with the
development and enhancement of the Company's new thequad.com website were
capitalized in 2008. These costs represented enhancements to the functionality,
software and graphics of the Company's website. Development costs for the three
months ended September 30, 2007 were costs incurred in the planning stage of the
Company's website. None of these costs met the criteria for capitalization as
they did not represent enhancements of the functionality of the Company's
website.
Marketing Expenses
------------------
College Tonight incurred marketing expenses of $174,758 and $98,286 for the
three months ended September 30, 2008 and 2007, respectively. The increase of
$76,472 was attributable to the advertisement and promotion costs necessary to
launch our business as well as to create brand awareness for our services and
Company name.
Selling, General and Administrative Expenses
--------------------------------------------
College Tonight incurred selling, general and administrative expenses of
$286,648 and $163,562 for the three months ended September 30, 2008 and 2007,
respectively. The increase of $123,086 was incurred in building the corporate
infrastructure necessary to launch our new business. Approximately $109,592 of
the 2008 expenses was attributable to the compensation of College Tonight
officers and employees, and $96,685 was incurred for professional fees
associated with legal and accounting costs of being a public company. The
remaining selling, general and administrative expenses of $80,371 was primarily
attributable to rent, insurance and travel related costs associated with the
running of the business.
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Interest Income
---------------
Interest income was $688 and $1,134 for the three months ended September 30,
2008 and 2007, respectively, resulting from earnings on cash invested in
interest bearing bank accounts.
Loss
----
During the three months ended September 30, 2008 and 2007, we incurred a loss of
$467,644 and $295,018, respectively. The net losses experienced by the Company
reflect the Company's expenses to research and develop its technology, create
business and financial plans, promote its service offerings and recruit
management and other staff.
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
Revenues
--------
College Tonight's revenues from operations for the nine months ended September
30, 2008 and 2007 were $2,384 and $4,834, respectively. During these periods
College Tonight focused on developing our business plan, promotional events,
advertising and developing our website. The decrease in revenue was primarily
attributable to sponsorship of a promotional event by a single customer in 2007
compared to advertising revenue in 2008 and merchandise sales revenue generated
from the Company's retail product revenue stream established as a result of the
acquisition of OnFire in April 2008. Overall, to date, we have generated minimal
revenue during the initial roll-out of our service offerings throughout 2007 and
2008. However, we launched the thequad.com website on October 1, 2008, and are
conducting several promotional events in the fourth quarter of 2008, including
the Lauren Conrad College Collection tour, that are expected to result in
sponsorship revenue and website membership. Accordingly, our revenues during the
nine months ended September 30, 2008 and 2007 are not reflective of the revenues
we expect to generate in the future.
Development Costs
-----------------
College Tonight incurred development costs of $134,903 and $46,971 for the nine
months ended September 30, 2008 and 2007, respectively. The $87,932 increase in
development costs was used to further develop our Website in preparation for the
national rollout of our online services on college campuses across the country
via the launching of our website, www.thequad.com in the fourth quarter of 2008.
As discussed above and in accordance with the criteria for capitalization, the
Company capitalized $103,909 of costs associated with the development and
enhancement of the Company's new thequad.com website in 2008. These costs
represented enhancements to the functionality, software and graphics of the
Company's website. Development costs for the nine months ended September 30,
2007 were costs incurred in the planning stage of the Company's website. None of
these costs met the criteria for capitalization as they did not represent
enhancements of the functionality of the Company's website.
Marketing Expenses
------------------
College Tonight incurred marketing expenses of $301,432 and $109,075 for the
nine months ended September 30, 2008 and 2007, respectively. The increase of
$192,357 was attributable to the advertisement and promotion costs necessary to
launch our business as well as to create brand awareness for our services and
Company name.
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Selling, General and Administrative Expenses
--------------------------------------------
College Tonight incurred selling, general and administrative expenses of
$821,498 and $192,364 for the nine months ended September 30, 2008 and 2007,
respectively. The increase of $629,134 was incurred in building the corporate
infrastructure necessary to launch our new business. Approximately $319,681 of
the 2008 expense was attributable to the compensation of College Tonight
officers and employees, and $264,056 was incurred for professional fees
associated with legal and accounting costs of being a public company. The
remaining selling, general and administrative expenses of $237,761 was primarily
attributable to rent, insurance and travel related costs associated with the
running of the business.
Interest Income and Expense
---------------------------
Net interest income was $5,983 and $289 for the nine months ended September 30,
2008 and 2007, respectively, resulting from earnings on cash invested in
interest bearing bank accounts and interest incurred on related party loans.
Loss
----
During the nine months ended September 30, 2008 and 2007, we incurred a loss
of $1,255,246 and $343,287, respectively. The net losses experienced by the
Company reflect the Company's expenses to research and develop its technology,
create business and financial plans, promote its service offerings and recruit
management and other staff.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2008, we had $65,493 in cash, current liabilities of $164,819
and working capital of $208,505. While we had positive working capital at
September 30, 2008, we currently have minimal revenues and it's likely that we
will spend all of our cash on product development and marketing expenses before
we achieve a breakeven level of operations. The Company has insufficient cash on
hand to support current or anticipated operations. Although management has
previously raised equity capital to fund operations, the Company must continue
to seek new capital to vitalize the Company. There is no assurance that we will
be able to obtain additional capital or that the terms necessary to attract
additional investors will be beneficial to existing shareholders. If the Company
is unable to raise additional capital the Company has insufficient cash on hand
to support current or anticipated operations.
At December 31, 2007, we had $728,245 in cash and restricted cash, current
liabilities of $141,057, and working capital of $594,262.
GOING CONCERN
College Tonight's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
accompanying financial statements, College Tonight incurred net operating losses
for the nine months ended September 30, 2008 and during the period from July 3,
2006 (Inception) to September 30, 2008. These factors create substantial doubt
about our ability to continue as a going concern. Our ability to continue as a
going concern is dependent, for the foreseeable future, on our continued success
in raising capital. The financial statements do not include any adjustments
that might be necessary if College Tonight is unable to continue as a going
concern.
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OFF-BALANCE SHEET ARRANGEMENTS
College Tonight does not have any off-balance sheet arrangements that are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Vice President of Finance and Business
Development have evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of
September 30, 2008. Based on such evaluation, the Company's Chief Executive
Officer and Vice President of Finance and Business Development, have concluded
that, as of September 30, 2008, the Company's disclosure controls and procedures
were effective.
In connection with the evaluation by management, including the Company's
Chairman & Chief Executive Officer and Vice President of Finance and Business
Development, no changes in the Company's internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended
September 30, 2008 were identified that have materially affected or are
reasonably likely to materially affect the Company's internal control over
financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not provided in accordance with Commission rule concerning smaller reporting
companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USES OF PROCEEDS
The Company made the following unregistered sales of its common stock from July
1, 2008 through and including September 30, 2008: (i) 3,500 shares provided to
a former employee as additional compensation for services and (ii) 25,000 shares
sold for $0.40 per share to an accredited investor pursuant to a private
placement memorandum. Each of the sales by the Company of its unregistered
securities was made in reliance upon Section 4(2) of the Securities Act of 1933
as these offerings were without public solicitation or advertising.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
-20-
ITEM 6. EXHIBITS
Exhibit Index
-------------
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation of College Tonight, Inc., as amended.
Incorporated by reference to Form 10-QSB for Simex Technologies, Inc.,
filed July 2, 1999 and by reference to Exhibit 3.1 of Form 8-K for
Simex Technologies, Inc., dated March 5, 2008 and filed March 11, 2008.
3.2 Amended and Restated Bylaws of College Tonight, Inc. Incorporated by
reference to Exhibit 3.1 of Form 10-Q for College Tonight, Inc. for the
quarterly period ended June 30, 2008 and filed August 13, 2008.
16 February 16, 2008 letter from Connolly, Grady and Cha, P.C. concerning
its dismissal as the Company's independent registered public accountant.
Incorporated by reference to Form 8-K of Simex Technologies, Inc., dated
February 12, 2008 and filed February 19, 2008.
22.2 Definitive Information Statement pursuant to Sections 14(C) and (F) of
the Securities Exchange Act of 1934 on Form DEF 14C for Simex
Technologies, Inc., dated February 6, 2008 and filed February 14, 2008.
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.
* Filed herewith.
-21-
----------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLLEGE TONIGHT, INC.
(FORMERLY KNOWN AS SIMEX TECHNOLOGIES, INC.)
Dated: December 16, 2008
By: /s/ Zachary R. Suchin
------------------------------------
Zachary R. Suchin, President, CEO and
Principal Executive Officer
By: /s/ Aaron Samel
-------------------------------------
Aaron Samel, Vice President of Finance
and Business Development, and
Principal Financial Officer
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