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, 39
th
Floor New York, NY 10018
|
(Address of principal executive offices and zip code)
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(713)201-9863
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(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
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|
Page
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PART I FINANCIAL INFORMATION
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|
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Item 1.
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Financial Statements
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F-1
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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12
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Item 4T.
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Controls and Procedures
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12
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PART II OTHER INFORMATION
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Item 1.
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Legal Proceedings
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13
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Item 1A.
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Risk Factors
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13
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Item 2.
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Unregistered Sales of Securities and Use of Proceeds
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13
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Item 3.
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Defaults Upon Senior Securities
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13
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Item 4.
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[RESERVED]
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13
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Item 5.
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Other Information
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13
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Item 6.
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Exhibits
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13
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SIGNATURES
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14
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
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F-2
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Balance Sheets (unaudited) as of February 29, 2012 and
November 30, 2011;
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F-3
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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;
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F-4
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Statement of Stockholders’ Equity (Deficit) (unaudited) From July 15, 2008 (inception) to February 29, 2012;
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F-5
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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;
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F-6
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Notes to unaudited financial statements.
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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
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|
February 29, 2012
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|
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November 30, 2011
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Current Assets
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|
|
|
|
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Cash and cash equivalents
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$
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942,552
|
|
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$
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9,074
|
|
|
|
|
|
|
|
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TOTAL ASSETS
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$
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942,552
|
|
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$
|
9,074
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|
|
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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Liabilities
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|
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Current Liabilities
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|
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|
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Accrued interest
|
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$
|
1,343
|
|
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$
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1,343
|
|
Accrued professional fees
|
|
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91,594
|
|
|
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108,894
|
|
Total Liabilities
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92,937
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110,237
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Stockholders’ Equity (Deficit)
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Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding
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0
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0
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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)
|
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18,037
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18,000
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Additional paid in capital
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1,050,305
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42,000
|
|
Deficit accumulated during the development stage
|
|
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(218,727
|
)
|
|
|
(161,163
|
)
|
Total Stockholders’ Equity (Deficit)
|
|
|
849,615
|
|
|
|
(101,163
|
)
|
|
|
|
|
|
|
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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
|
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Three months ended February 29, 2012
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Three months ended February 28, 2011
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Period from July 15, 2008 (Date of Inception) through February 29, 2012
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REVENUES
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$
|
0
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$
|
0
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$
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0
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|
|
|
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|
|
|
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OPERATING EXPENSES
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Professional fees
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9,000
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|
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1,500
|
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130,039
|
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Consulting
|
|
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—
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|
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—
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35,212
|
|
Salaries and wages
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46,729
|
|
|
|
—
|
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46,729
|
|
General and administrative expenses
|
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1,835
|
|
|
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53
|
|
|
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5,404
|
|
TOTAL OPERATING EXPENSES
|
|
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57,564
|
|
|
|
1,553
|
|
|
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217,402
|
|
|
|
|
|
|
|
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|
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LOSS FROM OPERATIONS
|
|
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(57,564
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)
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(1,553
|
)
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|
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(217,384
|
)
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|
|
|
|
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|
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OTHER INCOME (EXPENSE)
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|
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|
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Interest expense
|
|
|
—
|
|
|
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(293
|
)
|
|
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(1,343
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)
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|
|
|
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|
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|
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LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
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(57,564
|
)
|
|
|
(1,846
|
)
|
|
|
(218,727
|
)
|
|
|
|
|
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|
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|
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PROVISION FOR INCOME TAXES
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—
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—
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|
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—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(57,564
|
)
|
|
$
|
(1,846
|
)
|
|
$
|
(218,727
|
)
|
|
|
|
|
|
|
|
|
|
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LOSS PER SHARE: BASIC AND DILUTED
|
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$
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(0.00
|
)
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|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED
|
|
|
18,012,448
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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
|
|
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Amount
|
|
|
Capital
|
|
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Stage
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|
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(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 15 , 2008 (Inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Shares issued to founder for cash at $.02 per share
|
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|
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.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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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.
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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.
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Controls and Procedures
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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.
A smaller reporting company is not required to provide the information
required by this Item.
Item 2.
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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 5.
|
Other Information.
|
None.
Exhibit Number
|
|
Description of Exhibit
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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.
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Southern States Sign Company.
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|
|
|
April 23, 2012
|
By:
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/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
|
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