Replies to post #246 on CT Holdings, (fka CTHS)

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Things are shaping up HD!

Simex Technologies, Inc. and College Tonight, Inc., a Social Networking Company, Enter Into Definitive Agreement
ATLANTA, Oct. 16 /PRNewswire-FirstCall/ -- Simex Technologies, Inc. (OTC: SMXT) announced that it entered into an Agreement and Plan of Merger on October 12, 2007 with College Tonight, Inc. (CT), located in Los Angeles, CA, pursuant to a letter of intent entered into by Simex and CT in August 2007. Simex expects all conditions to be satisfied for a closing by October 31, 2007.

Kjell Jagelid, CEO of SMXT, said, 'With this merger our company enters a new and exciting phase for our shareholders. College Tonight is a Social Networking company emphasizing features such as mobility, security and privacy.' Mr. Jagelid referred investors to CT's website, www.collegetonight.com (investor relations section), and its press release dated September 27, 2007 that describes CT's business and its status, which is reprinted below:

COLLEGE TONIGHT, INC. LAUNCHES LARGEST
COLLEGIATE SOCIAL NETWORKING BLITZ IN HISTORY

Website's 'Disorientation Tour' Will Reach
Over Two Million Students This Academic Year

Thursday, September 27, 2007 (Los Angeles, Calif.) -- College Tonight, Inc. has officially launched its new website, www.collegetonight.com, a cutting-edge online social network structured exclusively for college students. The next step in the natural evolution of social networking, College Tonight will show young adults what social networking should have evolved into by 2007.

College Tonight's motto 'Get on, Get Up, Get Out' will be the key message behind the site's 'Disorientation Tour,' a national campus tour consisting of 52 promotional events targeting 116 campuses around the country over the next 9 months. These nightlife events will mark the culmination of week-long promotions held locally at individual campuses, with neighboring student populations merging for the ultimate college party experience.

The network's distinct model fosters real-life socialization among its users through the direct promotion of campus-related club events, parties, music performances and sporting events. The company works closely with corporate sponsors on events at campuses nationwide, and generates support through advertisers, client subscriptions and product placement. College Tonight takes college students from interfacing online to face-to-face interaction. Rather than relegating students to the sedentary lifestyle of most currently anti-social networks, College Tonight will promote actual social interactivity amongst the trendsetters and the tastemakers of the collegiate demographic.

Members will have both unprecedented mobility and privacy as they create their online network or 'Entourage' of friends and explore the social opportunities within their campus and beyond in their broader communities. The site provides an online forum for students to exchange information on social activities happening offline, serving as a catalyst for real-life relationships and interaction among users.

Zachary Suchin, President and CEO of College Tonight, Inc. commented, 'College Tonight is rooted in the philosophy that students want to interact with other students, not just with their computers. College students are very active and want to remain connected throughout their already busy schedules. The utility of College Tonight is anchored on the physical computer, but its functionality extends far beyond.'

College Tonight's unique mobile component allows users to receive mobile alerts and messages specific to their needs and interests. Members are able to receive the latest news on events at a particular venue, receive notification when people in their network attend a certain event, or communicate with other College Tonight users through an extremely innovative methodology.

###

Material terms and conditions of the merger include:
-- CT will merge with and into Simex CT Acquisition Corp., a wholly-owned
subsidiary of Simex, and thereby become a wholly-owned subsidiary of
Simex;
-- Simex will issue 2,412,800 shares of a newly-created Series A
Convertible Preferred Stock in exchange for all of the issued and
outstanding shares of CT;
-- Prior to the merger, Simex must have settled all outstanding payables
and notes, and caused certain outstanding notes to convert into common
stock;
-- Prior to the merger, Simex must have obtained the cancellation of
18,645,000 shares of its common stock;
-- Prior to the merger, Simex must have filed all periodic reports
required by Sections 13 or 15 of the Securities Exchange Act to bring
Simex current on its reporting obligations;
-- Prior to the merger, Simex must have raised at least $850,000 in a
private offering to accredited investors;
-- As soon as practical after the merger, Simex will hold a shareholders'
meeting to approve a one for four reverse stock split, an increase of
its authorized shares of common stock to 100,000,000, and a change of
its name to 'College Tonight, Inc.;'
-- Immediately after the one for four reverse split, each share of Series
A Convertible Preferred Stock will automatically convert into 10
shares of Simex common stock, resulting in the issuance of 24,128,000
additional shares of common stock.

Safe Harbor for Forward-Looking Statements

Information in this release regarding Simex or CT's forecasts, outlook, expectations and beliefs are forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Simex or CT as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations.

Contact Information:
Warren Traver, Vice President
of Simex Technologies, Inc.
404-236-0134

SOURCE Simex Technologies, Inc.



Source: PR Newswire (October 16, 2007 - 9:32 AM EST)

News by QuoteMedia
www.quotemedia.com

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SMXT, looks official. 8K last night:

UNITED STATES

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): October 12, 2007

SIMEX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)





Delaware
0-26599
58-2465647

(State or other jurisdiction of incorporation)
(Commission file number)
(I.R.S. Employer Identification Number)





4545 Wieuca Road, Bldg 2

Atlanta, Georgia 30342

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant's telephone number, including area code)

Not Applicable
(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-4c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into Material Definitive Agreement.

On October 12, 2007, Simex Technologies, Inc. (“Simex”) entered into an Agreement and Plan of Merger with College Tonight, Inc. (“CT”). Under the Agreement, Simex would





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acquire CT by the merger of CT with and into Simex CT Acquisition Corp., a wholly-owned subsidiary of Simex. Material terms and conditions of the merger include:

·

CT will merge with and into Simex CT Acquisition Corp., a wholly-owned subsidiary of Simex, and thereby become a wholly-owned subsidiary of Simex;

·

Simex will issue 2,412,800 shares of a newly-created Series A Convertible Preferred Stock in exchange for all of the issued and outstanding shares of CT;

·

Prior to the merger, Simex must have settled all outstanding payables and notes, and caused certain outstanding notes to convert into common stock;

·

Prior to the merger, Simex must have obtained the cancellation of 18,645,000 shares of its common stock;

·

Prior to the merger, Simex must have filed all periodic reports required by Sections 13 or 15 of the Securities Exchange Act to bring Simex current on its reporting obligations;

·

Prior to the merger, Simex must have raised at least $850,000 in a private offering to accredited investors;

·

As soon as practical after the merger, Simex will hold a shareholders’ meeting to approve a one for four reverse stock split, an increase of its authorized shares of common stock to 100,000,000, and a change of its name to “College Tonight, Inc.;”

·

Immediately after the one for four reverse split, each share of Series A Convertible Preferred Stock will automatically convert into 10 shares of Simex common stock, resulting in the issuance of 24,128,000 additional shares of common stock.

Simex expects all conditions to be satisfied for a closing by October 31, 2007.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

Simex has commenced a private offering of common stock at $0.10 per share. The maximum number of shares that may be sold in the offering is 16,500,000, for gross proceeds of $1,650,000. All subscriptions will be held in escrow, and released only upon satisfaction of the following conditions:

·

Simex must have received subscriptions for a minimum amount of 8,500,000 shares, or gross proceeds of $850,000;

·

Simex must have filed all periodic reports required by Sections 13 or 15 of the Securities Exchange Act to bring Simex current on its reporting obligations, and subscribers been given a chance to review same; and





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·

Simex must have closed on the acquisition of CT on terms substantially the same as set forth in that Agreement and Plan of Merger between College Tonight, Inc., Simex CT Acquisition Corp., and the Company, including satisfaction of all conditions to closing set forth therein.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits


2.1
Agreement and Plan of Merger between Simex Technologies, Inc., Simex CT Acquisition Corp., and College Tonight, Inc.

99.1
Press Release of Simex Technologies, Inc. dated October 16, 2007








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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



SIMEX TECHNOLOGIES, INC.

Date: October 18, 2007
/s/ Warren L. Traver


By: Warren L. Traver, Vice President









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EXHIBIT INDEX





Exhibit No.
Description




2.1
Agreement and Plan of Merger between Simex Technologies, Inc., Simex CT Acquisition Corp., and College Tonight, Inc.

99.1
Press Release of Simex Technologies, Inc. dated October 16, 2007