U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended February 29, 2012

 

¨	For the transition period from__to__.

 

Commission File Number 333-171842

 

Southern States Sign Company

(Exact name of small business issuer as specified in its charter)

 

Nevada	26-3014345
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification number)

 

1450 Broadway, 39th Floor New York, NY 10018

(Address of principal executive offices and zip code)

(713)201-9863

(Registrant’s telephone number, including area code)

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 reporting 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 x No ¨

 

At February 29, 2012, the issuer had 18,037,646 shares of common stock outstanding.

 

 

SOUTHERN STATES SIGN COMPANY

(A Development Stage Company)

FORM 10-Q

For the Quarter Ended February 29, 2012

 

Table of Contents

 

			Page
PART I  FINANCIAL INFORMATION
Item 1.	Financial Statements			F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			12
Item 4T.	Controls and Procedures			12
PART II  OTHER INFORMATION
Item 1.	Legal Proceedings			13
Item 1A.	Risk Factors			13
Item 2.	Unregistered Sales of Securities and Use of Proceeds			13
Item 3.	Defaults Upon Senior Securities			13
Item 4.	[RESERVED]			13
Item 5.	Other Information			13
Item 6.	Exhibits			13
SIGNATURES				14

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

F-2

Balance Sheets (unaudited) as of February 29, 2012 and November 30, 2011;

F-3

Statement of Operations (unaudited) for the three months ended February 29, 2012 and February 28, 2011 and for the period from July 15, 2008 (inception) to February 29, 2012;

F-4

Statement of Stockholders’ Equity (Deficit) (unaudited) From July 15, 2008 (inception) to February 29, 2012;

F-5

Statements of Cash Flows (unaudited) for the three months ended February 29, 2012 and February 28, 2011 and for the period From July 15, 2008 (inception) to February 29, 2012;

F-6

Notes to unaudited financial statements.

 

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Securities and Exchange Commission instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 29, 2012 are not necessarily indicative of the results that can be expected for the full fiscal year.

 

   

SOUTHERN STATES SIGN COMPANY

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF FEBRUARY 29, 2012 AND NOVEMBER 30, 2011

 

ASSETS		February 29, 2012				November 30, 2011
Current Assets
Cash and cash equivalents		$	942,552			$	9,074
TOTAL ASSETS		$	942,552			$	9,074
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accrued interest		$	1,343			$	1,343
Accrued professional fees			91,594				108,894
Total Liabilities			92,937				110,237
Stockholders’ Equity (Deficit)
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding			0				0
Common stock, $.001 par value, 90,000,000 shares authorized, 18,037,646 shares issued and outstanding ( 2011-18,000,000 shares issued and outstanding)			18,037				18,000
Additional paid in capital			1,050,305				42,000
Deficit accumulated during the development stage			(218,727	)			(161,163	)
Total Stockholders’ Equity (Deficit)			849,615				(101,163	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	942,552			$	9,074

  

The accompanying notes are an integral part of these financial statements.

 

 

SOUTHERN STATES SIGN COMPANY

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE MONTHS ENDED FEBRUARY 29, 2012 AND FEBRUARY 28, 2011

FOR THE PERIOD FROM JULY 15, 2008 (INCEPTION) TO FEBRUARY 29, 2012

 

		Three months ended February  29, 2012				Three months ended February 28, 2011				Period from July 15, 2008 (Date of Inception) through February 29, 2012
REVENUES		$	0			$	0			$	0
OPERATING EXPENSES
Professional fees			9,000				1,500				130,039
Consulting			—				—				35,212
Salaries and wages			46,729				—				46,729
General and administrative expenses			1,835				53				5,404
TOTAL OPERATING EXPENSES			57,564				1,553				217,402
LOSS FROM OPERATIONS			(57,564	)			(1,553	)			(217,384	)
OTHER INCOME (EXPENSE)
Interest expense			—				(293	)			(1,343	)
LOSS BEFORE PROVISION FOR INCOME TAXES			(57,564	)			(1,846	)			(218,727	)
PROVISION FOR INCOME TAXES			—				—				—
NET LOSS		$	(57,564	)		$	(1,846	)		$	(218,727	)
LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED			18,012,448				18,000,000

 

The accompanying notes are an integral part of these financial statements.

 

 

SOUTHERN STATES SIGN COMPANY

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)

PERIOD FROM JULY 15, 2008 (INCEPTION) TO FEBRUARY 29, 2012

 

		Common Stock				Additional Paid in				Deficit Accumulated During the Development				Total Stockholders’ Equity
		Shares				Amount				Capital				Stage				(Deficit)
Balance, July 15 , 2008 (Inception)			—			$	—			$	—			$	—			$	—
Shares issued to founder for cash at $.02 per share			15,000,000				15,000				15,000				—				30,000
Shares issued for cash at $.01 per share			1,400,000				1,400				12,600				—				14,000
Net loss for the period ended November 30, 2008			—				—				—				(33,323	)			(33,323	)
Balance, November 30, 2008			16,400,000				16,400				27,600				(33,323	)			10,677
Shares issued for cash at $.01 per share			300,000				300				2,700				—				3,000
Net loss for the year ended November 30, 2009			—				—				—				(14,524	)			(14,524	)
Balance, November 30, 2009			16,700,000				16,700				30,300				(47,847	)			(847	)
Shares issued for cash at $.01 per share			1,300,000				1,300				11,700				—				13,000
Net loss for the year ended November 30, 2010			—				—				—				(9,850	)			(9,850	)
Balance, November 30, 2010			18,000,000				18,000				42,000				(57,697	)			2,303
Net loss for the year ended November 30, 2011			—				—				—				(103,466	)			(103,466	)
Balance, February 29, 2011			18,000,000				18,000				42,000				(161,163	)			(101,163	)
Shares issued for cash at $ 27 per share			37,346				37				1,008,305				—				1,008,342
Net loss for the period February 29, 2012			—				—				—				(57,564	)			(57,564	)
Balance, February 29, 2012			18,037,346			$	18,037			$	1,050,305			$	(218,727	)		$	849,615

  

The accompanying notes are an integral part of these financial statements.

 

  

SOUTHERN STATES SIGN COMPANY

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE THREE MONTHS ENDED FEBRUARY 29, 2012 AND FEBRUARY 28, 2011

FOR THE PERIOD FROM JULY 15, 2008 (INCEPTION) TO FEBRUARY 29, 2012

 

		Three months ended February 29, 2012				Three months ended February 28, 2011				Period from July 15, 2008 (Date of Inception) through February 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(57,564	)		$	(1,846	)		$	(218,727	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest			—				—				1,343
Accrued professional fees			(17,300	)			(6,207	)			91,594
Net Cash Used in Operating Activities			(74,864	)			(8,053	)			(125,790	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from director			—				30,000				—
Proceeds from sale of common stock			1,008,342								1,068,342
Net Cash Provided by Financing Activities			1,008,342				30,000				1,068,342
Net Increase (decrease) in cash and cash equivalents			933,478				21,947				942,552
Cash and cash equivalents, beginning of the period			9,074				18,120				0
Cash and cash equivalents, end of the period		$	942,552			$	40,067			$	942,552
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	0			$	0			$	0
Income taxes paid		$	0			$	0			$	0

 

The accompanying notes are an integral part of these financial statements

 

  

SOUTHERN STATES SIGN COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 29, 2012

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited interim financial statements have been prepared by Southern States Sign Company (the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and 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 pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended November 30, 2011.

 

The results of operations for the three months ended February 29, 2012 are not indicative of the results that may be expected for the full year.

 

Nature of Business

Southern States Sign Company (“Southern” or the “Company”) was incorporated in Nevada on July 15, 2008. Southern is a Development stage company and has not yet realized any revenues from its planned operations. Southern is currently in the business of locating suitable locations, selling advertising and installing billboard signs.

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

 

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At February 29, 2012, the Company had $942,552 of unrestricted cash to be used for future business operations.

 

Fair Value of Financial Instruments

Southern States’ financial instruments consist of cash and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

  

  

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of February 29, 2012, there have been no interest or penalties incurred on income taxes.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

 

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

 

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of February 29, 2012.

 

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

 

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.   There has been no stock-based compensation issued to non-employees.

 

Recent Accounting Pronouncements

Southern States Sign Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

 

NOTE 2 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

The Company has 10,000,000 shares of $0.001 par value preferred stock authorized. There are no preferred shares issued and outstanding as of February 29, 2012 and 2010.

 

The Company has 90,000,000 shares of $0.001 par value common stock authorized.

 

On August 22, 2008, the Company sold 15,000,000 common shares at $.02 per share to the founder for cash proceeds of $30,000.

 

In September 2008, the Company sold 1,400,000 common shares at $.01 per share to unrelated third parties for total proceeds of $14,000.

 

In May 2009, the Company sold 300,000 common shares at $.01 per share to unrelated third parties for total proceeds of $3,000.

 

In December 2009, the Company sold 700,000 common shares at $.01 per share to unrelated third parties for total proceeds of $7,000.

 

In November 2010, the Company sold 600,000 common shares at $.01 per share to unrelated third parties for total proceeds of $6,000.

 

In January 2012, the Company sold 37,346 shares of common stock at $27 per share for total proceeds of $ 1,008,342.

 

The Company had 18,037,346 shares of common stock issued and outstanding as of February 29, 2012.

 

As of February 29, 2012, the company had no warrants or options outstanding. 

 

  

NOTE 3 – INCOME TAXES

 

For the periods ended February 29, 2012 and 2011, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $218,727 at February 29, 2012, and will begin to expire in the year 2028.

 

The provision for Federal income tax consists of the following at February 29, 2012 and February 28, 2011:

 

		2012				2011
Federal income tax benefit attributable to:
Current operations		$	19,572			$	625
Less: valuation allowance			(19,572	)			(625	)
Net provision for Federal income tax		$	0			$	0

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows at February 29, 2012:

 

		2012
Deferred tax asset attributable to:
Net operating loss carryover		$	74,368
Valuation allowance			(74,368	)
Net deferred tax asset		$	0

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

 

NOTE 4 – COMMITMENTS AND CONTINGENCIES

 

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE 5 – LIQUIDITY AND GOING CONCERN

 

Southern States Sign Company has not generated any revenues, has limited working capital, and has suffered a loss from operations since inception. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Southern States Sign Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements; however, there can be no assurance the Company will be successful in these efforts.

 

 

NOTE 6 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to February 29, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those events described above.

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

The following discussion and analysis of our results of operations and financial condition for the three months ended February 29, 2012 and should be read in conjunction with the notes to those financial statements that are included in Item 1 of Part 1 of this Quarterly Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements. The identification in this Quarterly Report of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Company Overview and Plan of Operations

 

We were incorporated as Southern States Sign Company on July 15, 2008, in the State of Nevada for the purpose of finding suitable locations for billboard signs, signing leases with the property owners to build billboards on the property, contracting with a construction company to build billboards, and selling the billboard space to advertisers. Our initial focus is on the Southern Nevada market area.

  

Our planned expenses for the current fiscal year will total approximately $50,000 and will consist of legal, consulting, and technical expenses related to our maintaining publicly reporting company.

 

We believe that our current cash on hand will enable us to fund our planned expenses for the remainder of our current fiscal year.  

 

Results of operations for the three and three months ended February 29, 2012, February 28, 2011 and for the period from July 15, 2008 (date of inception) through February 29, 2012.

 

We generated no revenue and incurred expenses and net losses in the amount of $218,727 for the period from inception on July 15, 2008 through February 29, 2012.  Our expenses consisted of professional fees, consulting fees, general and administrative expenses, and interest.   During the three months ended February 29, 2012, we incurred expenses and a net loss of $57,564, compared to expenses and a net loss of $1,846 incurred during the three months ended February 28, 2011.    

 

Liquidity and Capital Resources

 

As of February 29, 2012, we had total current assets of $942,552 consisting entirely of cash. We had current liabilities of $92,937 as of February 29, 2012, consisting of accrued interest and profession fees. Accordingly, we had total stockholder equity of $942,552 as of February 29, 2012.

 

As outlined above, we expect to spend a total of approximately $50,000 toward the implementation of our business plan over the course of the current fiscal year, including legal, consulting, and technical expenses, related to our becoming a publicly reporting company.  On January 23, 2012, we received gross proceeds of $1,008,342 from the sale of common stock to a single investor at $27 per share and we issued 37,246 shares of common stock. WE relied upon an exemption from registration afforded by Section 4(2) of the Securities act of 1933, Rule 506 D and/or Regulation S promulgated under the Securities Act. We believe that our current cash on hand will enable us to fund our planned expenses for our current fiscal year which began December 1, 2011.

 

 

Off Balance Sheet Arrangements

 

As of February 29, 2012, there were no off balance sheet arrangements.

  

Going Concern

 

We have negative working capital, have incurred losses since inception, and have not yet established a source of revenues. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

This company qualifies as a smaller reporting company, as defined in 17 C.F.R. §229.10(f) (1) and is not required to provide information by this Item.

 

Item 4.

Controls and Procedures

 

As of the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, regarding the effectiveness of the design and operation of our disclosure controls and procedures pursuant to SEC Rule 15d 15(b) of the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of February 29, 2012, (i) our disclosure controls and procedures were effective to ensure that information that is required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported or submitted within the time period specified in the rules and forms of the SEC and (ii) our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Exchange Act was accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

We do not expect that our disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. The design of any system of controls also is based in part upon assurance that any design will succeed in achieving its stated goals under all potential future conditions. However, controls may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

There are no known material pending legal proceedings to which this company is a party or of which our property is the subject.

 

Item 1A.

Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

  

Item 2.

Unregistered Sales of Securities and Use of Proceeds.

 

During the three-month period ended February 29, 2012 we effected the following sales of unregistered shares that were also previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2012.

 

On January 23, 2012 we issued 37,246 shares of our common stock to a single investor, at a subscription price of $27 per common share, for gross proceeds of $1, 008,342. We relied upon an exemption from registration afforded by Section 4(2) of the Securitas Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

[Reserved]

 

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Exhibit Number		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  

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.

 

	Southern States Sign Company.
April 23, 2012	By:	/s/ Antonio Conte
		Antonio Conte
		President, Chief Executive Officer and Director
April 23, 2012	By:	/s/ Riccardo Valentini
		Riccardo Valentini
		Co-Chief Executive Officer, General Manager, Acting Chief Financial Officer and Director