SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
FEBRUARY 12, 2008
SIMEX TECHNOLOGIES, INC.
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(Exact Name of Registrant as specified in charter)
Delaware 0-26599 58-2465647
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4545 Wieuca Road, Building 2, Atlanta, Georgia 30342
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 404/ 236-0134
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
(__) Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
(__) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
(__) Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
(__) Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 29, 2007, Simex Technologies, Inc. (the "COMPANY"), closed a reverse
merger transaction with College Tonight, Inc., a Delaware corporation ("COLLEGE
TONIGHT"). Amper, Politziner & Mattia, P.C. ("AMPER") was the independent
registered public accounting firm for College Tonight, and Connolly, Grady &
Cha, P.C. ("CGC") was the independent registered public accounting firm for the
Company. The Company has decided to retain Amper as the Company's independent
registered public accounting firm.
(a) Previous independent registered public accounting firm
(i) On February 12, 2008, CGC was dismissed as the Company's
independent registered public accountant.
(ii) The reports on the Company's financial statements as of and for
the fiscal years ended December 31, 2006 and December 31, 2007 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principle except that CGC's report was
modified to indicate that there was substantial doubt about the Company's
ability to continue as a going concern.
(iii) The Company's Board of Directors approved the decision to change
independent registered public accounting firms.
(iv) During the Company's fiscal years ended December 31, 2006 and
December 31, 2007, and the subsequent period through the date of the filing of
this Current Report on Form 8-K, there have been no disagreements with CGC on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of CGC would have caused it to make reference thereto in connection
with its report on the financial statements for such years. Also, during this
period, there have been no reportable events as that term is described in Item
304(a)(1)(v) of Regulation S-K. The letter from CGC to the Company filed with
this Current Report on Form 8-K as Exhibit 16 satisfies the requirements of Item
304(a)(3) of Regulation S-K.
(b) New independent registered public accounting firm
On February 12, 2008, the Company engaged Amper as the Company's new
independent registered public accounting firm for the Company's 2008 fiscal
year. The Company did not engage Amper in any prior consultation during the
Company's fiscal years ended December 31, 2006 and December 31, 2007 and the
subsequent period through the date of the filing of this Current Report on Form
8-K. The Company did consult Amper regarding the reverse merger transaction
closed on November 29, 2007.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
16 Letter from Connolly, Grady & Cha, P.C. to Simex Technologies, Inc.
dated February 16, 2008.
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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 hereunto duly authorized.
SIMEX TECHNOLOGIES, INC.
By: /s/ Zachary R. Suchin
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Zachary R. Suchin, President and CEO
Date: February 15, 2008
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EXHIBIT INDEX
16 Letter from Connolly, Grady & Cha, P.C. to Simex Technologies, Inc. dated
February 16, 2008.