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 ~~August~~March 31, ~~2012~~2013

¨	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)

Nevada

(State or other jurisdiction of

incorporation or organization)

26-3014345

(I.R.S. employer

identification number)

~~1450~~Viale ~~Broadway,~~Bruno ~~39th~~Buozzi ~~Floor New York~~83, NYRome ~~10018~~Italy (Address of principal executive offices ~~and zip code~~) ~~(713)201-9863~~39.06.80692582 (~~Registrant~~Issuer’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 ¨x

AtAs ~~August~~of 31May 15, ~~2012~~2013, ~~the~~there ~~issuer~~were ~~had 18~~40,~~037~~151,~~346~~ 261 shares of the registrant’s common stock outstanding.

SOUTHERN STATES SIGN COMPANY

(A Development Stage Company)

FORM 10-Q

For the Quarter Ended ~~August~~March 31, ~~2012~~2013

Table of Contents

			Page
PART I FINANCIAL INFORMATION
Item 1.	~~Financial Statements~~	Financial Statements		~~F-1~~	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			11
		Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012			3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			12
		Consolidated Statements of Operations for the Three Month Periods Ended March 31, 2013 and 2012			4
Item 4T.	Controls and Procedures			12
		Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Month Period Ended March 31, 2013			6
		Consolidated Statements of Cash Flows for the Three Month Periods Ended March 31, 2013 and 2012			7
		Notes to Financial Statements			8
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			27
Item 4.		Controls and Procedures			27
PART II OTHER INFORMATION
Item 1.	~~Legal Proceedings~~	Legal Proceedings		13	28
Item 1A.	~~Risk Factors~~	Risk Factors		13	28
Item 2.	~~Unregistered Sales of Securities and Use of Proceeds~~	Unregistered Sales of Securities and Use of Proceeds		13	28
Item 3.	~~Defaults Upon Senior Securities~~	Defaults Upon Senior Securities		13	28
Item 4.	~~Mine Safety Disclosures~~	Mine Safety Disclosures		13	28
Item 5.	~~Other Information~~	Other Information		13	28
Item 6.	~~Exhibits~~	Exhibits		13	29
SIGNATURES				14	30

- 2 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

~~F-2~~SOUTHERN ~~Balance~~STATES ~~Sheets~~SIGN ~~(unaudited)~~COMPANY asCONSOLIDATED ofBALANCE ~~August~~SHEETS AS OF MARCH 31, ~~2012~~2013 ~~and~~& ~~November~~DECEMBER 3031, ~~2011;~~2012

F-3 Statements of Operations (unaudited) for the three months and nine months ended August 31, 2012 and August 31, 2011 and for the period from July 15, 2008 (inception) to August 31, 2012;

€’000	March 31, 2013		December 31, 2012
	Unaudited		Audited
ASSET
Current Assets:
Cash	€	115	€	441
Net receivables		4,935		4,701
Related parties receivables		22,240		22,043
VAT Tax receivables		1,034		1,628
Other current assets		346		340

Total current assets		28,670		29,153

Non - Current Assets:
Net properties, plant and equipment (Including Capital Leased properties € 36,486 and € 36,805 respectively)		68,621		69,171
Goodwill		1,541		1,541
Other non-current assets (Including Related Parties receivables € 8,890 for 2013 and 2012)		10,692		10,535
Total non - current assets		80,854		81,247

Total Assets	€	109,524	€	110,400
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdrafts	€	2,908	€	2,970
Current maturities of long term loans and capital leases		11,335		11,221
Trade payables		8,524		7,774
Related parties payables		7,000		7,014
Others current liabilities		3,775		4,232
Total current Liabilities		33,542		33,211
Non - current liabilities:
Long term loans and capital leases		41,924		42,188
Shareholder's loans		230		626
Other non-current liabilities		70		70
Total non - current Liabilities		42,224		42,884
Stockholders' Equity
Common stock		27		27
Additional Paid in Capital		26,059		26,059
Retained earnings/(Accumulated loss)		6,822		7,359
Equity attributable to owners of Southern States Sign Company		32,908		33,445
Non-Controlling interests in the consolidated subsidiaries		850		860
Total Stockholders' Equity		33,758		34,305
Total Liabilities and Stockholders' Equity	€	109,524	€	110,400

F-4 ~~Statement~~3 ~~of Stockholders’ Equity (Deficit) (unaudited) From July 15, 2008 (inception) to August 31, 2012;~~-

~~F-5~~SOUTHERN ~~Statements~~STATES ofSIGN ~~Cash~~COMPANY ~~Flows~~CONSOLIDATED ~~(unaudited)~~STATEMENTS ~~for~~OF ~~the~~OPERATIONS ~~nine~~FOR ~~months~~THE ~~ended~~THREE ~~August~~MONTH ~~31,~~PERIODS ~~2012~~ENDED ~~and~~MARCH ~~August~~ 31, ~~2011~~2013 ~~and~~& ~~for the period From July 15, 2008 (inception) to August 31,~~ 2012;

F-6 Notes to unaudited financial statements.


€’000, except per share amounts	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2013			2012
	Unaudited			Unaudited

Revenue from operations	€	840		€	1,323
Direct operating and selling, general and administrative costs
Direct operating costs		68			144
Selling, general and administrative costs		286			69
Amortization and depreciation		554			764
Total direct operating, selling, and administrative costs		908			977
Operating Profit/(Loss)		(68	)		346
Interest income		103
Interest expenses		577			447
Other income					7
Profit/(Loss) from continuing operations, before income taxes		(542	)		(94	)
Income taxes					37
Profit/(Loss) from continuing operations, net of income taxes		(542	)		(131	)
Net loss from operations of discontinued operations, after taxes					15
Net income on disposal of discontinued operations, after taxes		-			3,009
Net profit/(loss) from discontinued operations		-			3,024
Consolidated net profit/(loss) for the period		(542	)		2,893
Less net loss attributable to non-controlling interests in the consolidated subsidiaries		10			19
Net profit/(loss) attributable to owners of Conte Rosso & Partners S.r.l		(532	)		2,912

Profit/(Loss) per share of Common Stock
Loss) from continuing operations	€	(0.01	)	€	(0.00	)
Profit from discontinued operations		-		€	0.09
Net profit/(loss)	€	(0.01	)	€	0.09

Weighted-average shares outstanding:
Common Stock
Basic and diluted		40,151,261			33,101,852

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. In4 the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended August 31, 2012 are not necessarily indicative of the results that can be expected for the full fiscal year.-

~~F-1~~SOUTHERN STATES SIGN COMPANY STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

SOUTHERN STATES SIGN COMPANY

€’000	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2013			2012
	Unaudited			Unaudited

Net income (loss) for the period		(532	)		2,912
Other comprehensive income (loss)
Foreign currency Translation differences		(5	)		0
Total comprehensive income (loss) for the period		(537	)		2,912

(A- ~~DEVELOPMENT~~5 ~~STAGE COMPANY)~~-

~~BALANCE~~SOUTHERN ~~SHEETS~~STATES SIGN ~~(unaudited)~~COMPANY

AS Consolidated Statement OFof ~~AUGUST~~Stockholders’ ~~31,~~Equity ~~2012 AND NOVEMBER 30, 2011~~(Deficit)

ASSETS	August 31, 2012			November 30, 2011
Current Assets
Cash and cash equivalents	$	394,908		$	9,074
Prepaid expenses		238,000			-
TOTAL ASSETS	$	632,908		$	9,074
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accrued interest	$	1,343		$	1,343
Accrued professional fees		89,594			108,894
Total Liabilities		90,937			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, 18,037,346 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		(526,371	)		(161,163	)
Total Stockholders’ Equity (Deficit)		541,971			(101,163	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	632,908		$	9,074

(unaudited)

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

	Common Stock				Additional		Retained			Equity attributable to non- controlling			TOTAL
	Shares		Amount		Paid In Capital		earnings			interests			EQUITY

Balance at December 31, 2011		33,101,852	€	25	€	25,978	€	(936	)	€	(3	)	€	25,064

Shares issued to Consultants		200,000		1		14		-			-			15

Acquisition of Southern State Sign Company		6,849,409		1		67		-			-			68
Change in Percentage of Controlling Interests		-		-		-		136			895			1,031
Net profit/(loss) for the year		-		-		-		8,153			(32	)		8,121

Foreign currency translation		-		-		-		6			-			6

Balance at December 31, 2012		40,151,261	€	27	€	26,059	€	7,359		€	860		€	34,305

Net Loss for the year		-		-		-		(532	)		(10	)		(542	)

Foreign currency translation		-		-		-		(5	)		-			(5	)
Balance at March 31, 2013		40,151,261	€	27	€	26,059	€	6,822		€	850		€	33,758

F-2 6 -

SOUTHERN STATES SIGN COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013 & 2012

(A DEVELOPMENT STAGE COMPANY)

€’000	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2013			2012
	Unaudited			Unaudited

Cash Flows from Operating Activities:
Net Income/(loss)	€	(543	)	€	2,893
Net loss from operations on discontinued operations		-			(15	)
Net gain from discontinued operations		-			(3,009	)
Net Income/(loss) from continuing operations		(543	)		(131	)
Depreciation and amortization of non-current assets		554			764
Other non-cash adjustments		(665	)		1,018
Cash flows from operations before changes in assets and liabilities		(654	)		1,651
Changes in assets and liabilities:
Change in trade receivables		(236	)		1,388
Change in related parties receivables		(198	)		(1,173	)
Change in other receivables		2			(2	)
Change in advance payment on purchase and other current assets		(6	)		-
Change in other assets		(5	)		(58	)
Change in trade payables		750			(7,189	)
Change in related parties payables		232			22
Change in other payables		58			899
Change in VAT taxes receivable		78			(286	)
Change in other liabilities		-			6,904
Net cash provided by/(used in) operating activities of discontinued operations		-			3,754
Net cash provided by/(used in) Operating Activities (A)		21			5,910
Cash Flows from Investing Activities:
Payment for purchase of properties, plant and equipment		-			(968	)
Proceeds from sale of associates and other company		9			6
Proceeds from sale of properties, plant and equipment		550
Other investing change		(299	)		(10	)
Net cash provided by investing activities of discontinued operations		-			(2,274	)
Net cash provided by/(used in) investing activities (B)		260			(3,246	)
Cash Flows from Financing Activities:
Net reimbursements/borrowings from bank overdrafts		(62	)		(42	)
Net proceeds from/repayment of issuance of long-term debt		(149	)		(6,172	)
Net proceeds from/repayment of issuance of shareholders loan		(396	)		1,351
Net cash provided by/(used in) financing activities of discontinued operations		-			2,047
Net cash provided by Financing Activities (C )		(607	)		(2,816	)
Net Increase/(decrease) in Cash and Cash Equivalents (A+B+C)		(326	)		(152	)
Cash and cash equivalents at beginning of the year		441			312
Cash and cash equivalents at end of the year	€	115		€	160

~~STATEMENTS~~- OF7 ~~OPERATIONS (unaudited)~~-

~~FOR~~SOUTHERN ~~THE THREE MONTHS AND SIX MONTHS ENDED~~STATES ~~AUGUST~~SIGN ~~31, 2012 AND AUGUST 31, 2011~~COMPANY

~~FOR~~Notes ~~THE~~to ~~PERIOD FROM JULY 15, 2008 (INCEPTION)~~unaudited TOConsolidated ~~AUGUST~~Financial ~~31, 2012~~Statements

	Three months ended August 31, 2012			Three months ended August 31, 2011			Nine months ended August 31, 2012			Nine months ended August 31, 2011			Period from July 15, 2008 (Date of Inception) through August 31, 2012
REVENUES	$	0		$	0		$	0		$	0		$	0
OPERATING EXPENSES
Professional fees		3,525			1,500			31,525			29,326			152,564
Consulting		94,112			-			189,518			-			224,730
Salaries and wages		4,247			-			76,754			-			76,754
General and administrative expenses		21,248			993			67,441			1,046			71,010
TOTAL OPERATING EXPENSES		123,132			2,493			365,238			30,372			525,058
LOSS FROM OPERATIONS		(123,132	)		(2,493	)		(365,238	)		(30,372	)		(525,058	)
OTHER INCOME (EXPENSE)
Interest income (expense)		-			(525	)		30			(1,343	)		(1,313	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(123,132	)		(3,018	)		(365,208	)		(31,715	)		(526,371	)
PROVISION FOR INCOME TAXES		-			-			-			-			-
NET LOSS	$	(123,132	)	$	(3,018	)	$	(365,208	)	$	(31,715	)	$	(526,371	)
LOSS PER SHARE: BASIC AND DILUTED	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED		18,037,646			18,000,000			18,029,047			18,000,000

For the three month periods ended March 31, 2013 and 2012

~~The~~(Euros, ~~accompanying notes are an integral part~~amounts ofin ~~these~~thousands, ~~financial~~unless ~~statements.~~otherwise indicated)

~~F-3~~NOTE 1. ORGANIZATION

~~SOUTHERN~~Southern ~~STATES~~States ~~SIGN~~Sign Company ~~COMPANY~~(“SOST”) is a corporation incorporated in the state of Nevada. SOST operates through its wholly owned subsidiary, Conte Rosso & Partners S.r.l. (“CR&P,” and together with SOST, the “Company”), which is a company incorporated in Italy. Operations are carried out through its subsidiary, CR&P, and mainly consist of investments in the hospitality industry.

(AOn ~~DEVELOPMENT~~November ~~STAGE~~1, ~~COMPANY)~~2012, the Company entered into the Exchange Agreement with CR&P, pursuant to which the CR&P Shareholders transferred all of the issued and outstanding capital stock of CR&P to the Company in exchange for 21,250,000 newly issued shares of our common stock, resulting in CR&P becoming a wholly owned subsidiary of the Company. The transaction was accounted for as a reverse acquisition into a publicly traded shell corporation, and accordingly, no goodwill was recorded. As a result of the reverse acquisition, the historical financial statements of SOST for the periods prior to the date of the transaction are not presented.

~~STATEMENT~~As OFof ~~STOCKHOLDERS’~~March ~~EQUITY~~31, 2013, ~~(DEFICIT)~~the consolidated operating subsidiaries are the following (~~unaudited~~those entities which are indented represent subsidiaries of the entity under which they are indented):

PERIOD FROM JULY 15, 2008 (INCEPTION) TO AUGUST 31, 2012

Subsidiaries

% of voting

Name of Company

%
Ownership

capital of subsidiary
owned by its parent

Location

Principal
activity

Southern States Sign Company

A. Conte Rosso & Partners S.r.l.

100.00

Italy

Hospitality Business

1. Aral Immobiliare S.r.l.*

100.00

Italy

Hospitality Business

2. C.R.&P. Service S.c.a.r.l.

35.75

Italy

Group’s Exclusive financial services

3. Galzignano Terme Golf & Resort S.p.A.

100.00

Italy

Hospitality business

4. Masseria Santo Scalone Hotel & Resort S.r.l.

100.00

Italy

Hospitality business

5. Primesint S.r.l.

70.00

Italy

Investment Company

	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 August 31, 2012		-		-		-		(365,208	)		(365,208	)
Balance, August 31, 2012		18,037,346	$	18,037	$	1,050,305	$	(526,371	)	$	541,971

* On March 20, 2013, Aral Immobiliare, S.r.l., a wholly owned subsidiary of the Company, consummated its merger with Ripa Hotel & Resort, S.r.l., formerly a wholly owned subsidiary of CR&P. This merger had no impact on the consolidated financial statements.

~~The~~- ~~accompanying~~8 ~~notes are an integral part of these financial statements.~~-

~~F-4~~NOTE 2. Summary of significant accounting policies

~~SOUTHERN~~Basis ~~STATES~~of ~~SIGN COMPANY~~consolidation

(AAll ~~DEVELOPMENT~~majority-owned subsidiaries ~~STAGE~~in ~~COMPANY)~~which CR&P has both voting share and management control are consolidated. All significant intercompany accounts and transactions are eliminated. Subsidiaries over which control is achieved through other means, such as stockholder agreements, are also consolidated, even if less than 51% of voting capital is held. The equity attributable to non-controlling interests in subsidiaries is shown separately in the consolidated financial statements.

~~STATEMENTS~~Basis OFof ~~CASH FLOWS (unaudited)~~presentation

~~FOR~~The ~~THE~~consolidated ~~SIX~~financial statements ~~MONTHS~~for ~~ENDED~~the ~~AUGUST~~three months period ended March 31, 2013, unaudited, and for the fiscal year ended 2012, audited, are prepared ~~AND~~in ~~AUGUST~~accordance ~~31,~~with ~~2011~~generally accepted accounting principles generally accepted in the United States of America (“US GAAP”).

~~FOR~~The ~~THE~~Euro ~~PERIOD~~is ~~FROM~~the ~~JULY~~functional currency ~~15,~~of ~~2008~~all ~~(INCEPTION) TO~~companies ~~AUGUST~~included ~~31,~~in ~~2012~~these consolidated financial statements.

	Nine months ended August 31, 2012			Nine months ended August 31, 2011			Period from July 15, 2008 (Date of Inception) through August 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(365,208	)	$	(31,715	)	$	(526,371	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest		-			-			1,343
Accrued professional fees		(19,300	)		22,670			89,594
Prepaid expenses		(238,000	)		-			(238,000	)
Net Cash Used in Operating Activities		(622,508	)		(9,045	)		(673,434	)
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		385,834			20,955			394,908
Cash and cash equivalents, beginning of the period		9,074			18,120			0
Cash and cash equivalents, end of the period	$	394,908		$	39,075		$	394,908
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0		$	0
Income taxes paid	$	0		$	0		$	0

The amounts presented have been rounded to the nearest thousand.

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

~~F-5~~We disclose the fair value of our financial assets and liabilities based on observable market information where available, or on market participant assumptions. These assumptions which are subjective in nature involve matters of judgment, and, therefore, fair values cannot always be determined with precision. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). “US GAAP” establishes a valuation hierarchy for prioritizing the inputs and the hierarchy places greater emphasis on the use of observable market inputs and less emphasis on unobservable inputs. When determining fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the hierarchy are as follows:

~~SOUTHERN~~Level One—Fair ~~STATES~~values ~~SIGN~~based ~~COMPANY~~on unadjusted quoted prices in active markets for identical assets and liabilities;

(ALevel Two—Fair ~~DEVELOPMENT~~values ~~STAGE~~based ~~COMPANY)~~on quoted market prices for similar assets and liabilities in active markets, quoted prices in inactive markets for identical assets and liabilities, and inputs other than quoted market prices that are observable for the asset or liability;

~~NOTES~~Level Three—Fair TOvalues ~~FINANCIAL~~based ~~STATEMENTS~~on inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. Valuation techniques could include the use of discounted cash flow models and similar techniques.

~~AUGUST~~We 31utilize the market approach and income approach for valuing our financial instruments. The market approach utilizes prices and information generated by market transactions involving identical or similar assets and liabilities and the income approach uses valuation techniques to convert future amounts (for example, ~~2012~~cash flows or earnings) to a single present amount (discounted). For instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy.

~~NOTE~~The 1carrying values of cash equivalents, accounts receivable, financing receivable – ~~SUMMARY~~current, OFaccounts ~~SIGNIFICANT~~payable and current maturities of long-term ~~ACCOUNTING~~debt ~~POLICIES~~approximate fair value due to the short-term nature of these items and their close proximity to maturity.

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.Acquisitions

~~The~~Assets ~~results~~acquired ofand liabilities ~~operations~~assumed ~~for~~in ~~the~~business ~~nine months~~combinations ~~ended~~are ~~August~~recorded ~~31,~~on ~~2012~~our ~~are~~consolidated ~~not~~balance ~~indicative~~sheets as of the ~~results~~respective ~~that~~acquisition dates ~~may~~based beupon ~~expected~~their ~~for~~estimated ~~the~~fair ~~full~~values ~~year~~at such dates.

~~Nature~~The results of ~~Business~~operations of businesses acquired by us have been included in the consolidated statements of income (loss) since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, options, or commitments specified in any of our acquisition agreements.

~~Southern~~Cash ~~States Sign Company (“Southern” or the “Company”) was incorporated in Nevada on July 15, 2008. Southern is a Development stage company~~ and ~~has~~cash ~~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.~~equivalents

~~Development~~Cash ~~Stage~~and ~~Company~~cash equivalents comprise cash balances, cash on current accounts with banks, bank deposits and other highly liquid short-term investments with original maturities of less than three months.

~~The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development~~-~~stage companies.~~ A9 ~~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~~Accounts ofreceivable ~~Presentation~~& Allowance for doubtful accounts

Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms, without discounts. The ~~financial~~Company periodically ~~statements~~evaluates the collectability of its accounts receivable and considers the ~~Company~~need to record or adjust an allowance for ~~have~~doubtful ~~been~~accounts ~~prepared~~based inupon ~~accordance~~historical ~~with~~collection ~~generally~~experience ~~accepted~~and ~~accounting~~specific ~~principles~~customer ininformation. Actual amounts could vary from the ~~United~~recorded ~~States~~estimates. The Company has determined that as of ~~America~~March 31, 2013 and ~~are~~December ~~presented~~31, 2012, € 0 is the allowance infor USdoubtful ~~dollars~~accounts that was required. The Company does not require collateral to support customer receivables.

~~Accounting~~Investments ~~Basis~~

~~The~~Investments ~~Company~~in ~~uses~~unconsolidated affiliates ~~the~~over ~~accrual~~which ~~basis~~we ofexercise ~~accounting and~~significant ~~accounting~~influence, ~~principles~~but ~~generally~~do ~~accepted~~not incontrol, ~~the~~including ~~United~~joint ~~States~~ventures, ofare ~~America~~accounted ~~(“GAAP”~~for ~~accounting). The Company~~using ~~has~~the ~~adopted~~equity ~~a November 30 fiscal year end~~method.

~~Cash~~Investments ~~and~~in ~~Cash~~unconsolidated affiliates ~~Equivalents~~over which we are not able to exercise significant influence are accounted for under the cost method.

~~The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At August 31~~Property, ~~2012,~~plant ~~the~~and ~~Company had $394,908 of unrestricted cash to be used for future business operations.~~equipment

~~Fair~~Property, ~~Value~~plant ofand equipment ~~Financial~~are ~~Instruments~~stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Property, plant and equipment also includes assets under construction and plant and equipment awaiting installation.

~~Southern~~Subsequent ~~States’ financial instruments~~expenditures ~~consist~~are ofcapitalized ~~cash~~only ~~and~~when ~~accrued~~they ~~expenses.~~increase ~~The~~the ~~carrying~~future ~~amount~~economic ofbenefits ~~these~~embodied ~~financial~~in ~~instruments~~an ~~approximates~~item ~~fair~~of ~~value~~property, ~~due~~plant toand ~~either~~equipment. All ~~length~~other ofexpenditures ~~maturity~~are orrecognized ~~interest~~as ~~rates~~expenses ~~that~~in ~~approximate~~the ~~prevailing~~consolidated ~~market~~statement ~~rates~~of ~~unless~~income ~~otherwise~~as ~~disclosed in these financial statements~~incurred.

~~Concentrations~~Capitalization ofceases when ~~Credit~~construction ~~Risk~~is interrupted for an extended period or when the asset is substantially complete.

~~The~~Depreciation ~~Company~~is ~~maintains~~charged on ~~its~~a ~~cash~~straight-line inbasis ~~bank deposit~~over ~~accounts,~~ the ~~balances~~estimated ofremaining ~~which~~useful atlives ~~times~~of ~~may~~the ~~exceed~~individual ~~federally insured limits~~assets. 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.

~~The~~Depreciation ~~accompanying~~commences from ~~notes~~the ~~are~~time an ~~integral~~asset ~~part~~ is put into operation. Depreciation is not charged on assets to be disposed of ~~these~~or ~~financial~~on ~~statements~~land. The range of the estimated useful lives is as follows:

F-6 Buildings and constructions: 33 years

~~SOUTHERN~~- ~~STATES~~Machinery ~~SIGN~~and ~~COMPANY~~equipment: 2 – 20 years

(A- ~~DEVELOPMENT~~Others: ~~STAGE~~5 ~~COMPANY)~~years

~~NOTES~~Long-Lived ~~TO FINANCIAL STATEMENTS~~Assets

~~AUGUST~~We 31evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, ~~2012~~the excess of the net book value over the estimated fair value will be charged to earnings.

~~NOTE~~Fair 1value –is ~~SUMMARY~~based upon OFdiscounted ~~SIGNIFICANT~~cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, ~~ACCOUNTING~~and, ~~POLICIES~~if ~~(CONTINUED)~~appropriate, current estimated net sales proceeds from pending offers.

~~Income~~We ~~Taxes~~evaluate the carrying value of our long-lived assets based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition.

~~Income~~Discontinued 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 August 31, 2012, there have been no interest or penalties incurred on income taxes.operations

~~Use~~In connection with the strategy of ~~Estimates~~focusing on hotel ownership, at the end of September, 2012 we divested all of our non-hotel assets to a related party at cost.

The ~~preparation~~realized ~~of financial statements~~value ~~in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~these ~~and liabilities and disclosure of contingent~~ assets ~~and~~is ~~liabilities~~higher atthan the ~~date~~net ~~the~~asset ~~financial~~carrying ~~statements and the reported amount of revenues and expenses during the reporting period~~value. ~~Actual results could differ from those estimates.~~

~~Revenue~~Goodwill ~~Recognition~~and Other Intangible Assets

~~The~~We ~~Company~~evaluate isgoodwill for inimpairment ~~the~~on ~~development~~an ~~stage~~ annual basis, and ~~has~~do ~~yet~~so toduring ~~realize~~the ~~revenues~~last ~~from~~month ~~operations. Once~~of ~~the~~each ~~Company~~year ~~has~~using ~~commenced~~balances ~~operations,~~as itof ~~will~~the ~~recognize~~end ~~revenues~~of September and ~~when~~at ~~delivery~~an ofinterim ~~goods~~date orif ~~completion~~indications of ~~services~~impairment ~~has~~exist. ~~occurred~~Goodwill ~~provided~~impairment ~~there~~ is ~~persuasive~~determined ~~evidence~~by ofcomparing anthe ~~agreement,~~fair ~~acceptance has~~value ~~been~~of ~~approved~~a byreporting unit to its ~~customers,~~carrying ~~the~~amount ~~fee~~in isa ~~fixed~~two-step orprocess ~~determinable~~with ~~based~~an onimpairment ~~the~~being ~~completion~~recognized ofonly ~~stated~~where ~~terms~~the ~~and~~fair ~~conditions,~~value ~~and~~is less than carrying ~~collection~~value. ofWe ~~any~~define ~~related~~a ~~receivable~~reporting isunit ~~probable~~at the individual property level.

~~Dividends~~- 10 -

When determining fair value in step one, we utilize internally developed discounted future cash flow models, third party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital. The ~~Company~~principal ~~has~~factors ~~not~~used ~~adopted~~in ~~any~~the ~~policy~~discounted cash flow analysis requiring judgment are ~~regarding~~the ~~payment~~projected future operating cash flow, the weighted-average cost of ~~dividends~~capital and the terminal value growth rate assumptions. The Noweighted-average ~~dividends~~cost ~~have~~of ~~been~~capital ~~paid~~takes ~~during~~into account the ~~periods~~relative ~~shown~~weights of each component of our capital structure (equity and long-term debt) and is determined at the reporting unit level. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value.

~~Basic~~If ~~Income~~the ~~(Loss)~~carrying ~~Per~~value is ~~Share~~in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination.

~~Basic~~We ~~income~~perform ~~(loss)~~the ~~per share is calculated~~allocation bybased ~~dividing~~on ~~the~~our ~~Company’s~~knowledge ~~net loss applicable to common shareholders by the weighted average number~~ of ~~common shares during~~ the ~~period.~~reporting ~~Diluted~~unit, ~~earnings per share is calculated by dividing~~ the ~~Company’s~~market ~~net~~in ~~income~~which ~~available~~they tooperate, ~~common~~and ~~shareholders by~~our ~~the~~overall ~~diluted~~knowledge ~~weighted average number~~ of ~~shares outstanding during~~ the ~~year.~~hospitality ~~The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity~~industry. ~~There are no such common stock equivalents outstanding as of August 31, 2012.~~

~~Stock-Based Compensation~~ Leasing

~~The~~All lease agreements of the Company ~~accounts~~and its subsidiaries as Lessees are accounted for ~~employee~~as ~~stock-based compensation~~capital. inThe ~~accordance~~Company ~~with~~recognizes the ~~guidance~~asset ofand ~~FASB~~associated ~~ASC~~liability on ~~Topic~~its ~~718,~~balance ~~Compensation~~sheet. –Capital ~~Stock~~are ~~Compensation~~capitalized ~~which~~at ~~requires all~~the ~~share-based~~beginning ~~payments~~of tothe ~~employees,~~lease ~~including~~at ~~grants~~the lower of ~~employee~~the ~~stock~~fair ~~options,~~value toof bethe ~~recognized~~leased inproperty and the ~~financial~~present ~~statements based~~value onof ~~their~~minimum ~~fair~~lease ~~values~~payments. ~~The fair~~ ~~value~~Each installment of the ~~equity~~lease ~~instrument~~ is ~~charged~~apportioned ~~directly~~between tothe ~~compensation~~liability ~~expense~~ and finance ~~credited~~charges so as to ~~additional~~achieve ~~paid-in~~an ~~capital~~equal ~~over~~reduction ~~the~~in ~~period~~capital ~~during~~due ~~which~~for ~~services~~each ~~are~~payment ~~rendered.~~made ~~There~~at ~~has~~constant ~~been~~rate noon ~~stock-based~~the ~~compensation issued~~remaining tofinancial ~~employees~~balances.

~~The~~Derivative ~~Company~~financial 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.instruments

The ~~accompanying~~Company ~~notes~~uses derivative financial instruments principally for the management of exposure to variable interest rates on long-term financing. All derivative financial instruments are anclassified ~~integral~~as ~~part~~assets or liabilities and are accounted for at trade date. The Company measures all derivative financial instruments based on fair values derived from market prices of ~~these~~the ~~financial~~instruments. ~~statements~~Changes in the fair value of a derivative that is significant and that is designated and qualifies as a fair value hedge, along with the loss or gain on the hedged asset or liability, are recorded in the income statement.

~~F-7~~As of December 31, 2012 there are no derivative instruments. During the 2012 there was only one derivative instrument hedging the risk of variable interest rates (an “interest rate cap”), the notional amount of which was € 4 million. This derivative instrument hedges the risk from change of interest rate on a mortgage loan facility with “bullet” repayments originally of € 8 million of which € 6.6 million is outstanding. This derivative was divested as part of our plan to focus on hotels only as of September 30, 2012.

~~SOUTHERN~~Shareholders’ ~~STATES SIGN COMPANY~~ loans

(AShareholders’ loans ~~DEVELOPMENT~~to ~~STAGE~~the ~~COMPANY~~Company are all non-interest bearing. Italian law provides that the shareholders’ loans to a corporation ("S.r.l.") are not preferred and their repayment is subordinated to other categories of debt. As a result all shareholder loans are classified as non-current liabilities.

~~NOTES~~Severance TOindemnity ~~FINANCIAL STATEMENTS~~fund

~~AUGUST~~According 31to Italian accounting principles reflecting local law and applicable employment contracts, ~~2012~~certain post-employment benefits accrue during the period of employment. Under U.S. GAAP, post-employment benefits are defined either as de fined contribution plans or defined benefit plans.

~~NOTE~~In 1defined –contribution plans, ~~SUMMARY~~the OFCompany's ~~SIGNIFICANT~~obligation is limited to the payment of contributions to the Government or to a fund. Defined benefit plans ~~ACCOUNTING~~are ~~POLICIES~~pension, insurance and healthcare programs which cover the Company's obligation, even implicitly, to provide the benefits due to former employees. The liabilities associated with defined benefit plans are determined on the basis of actuarial assumption (~~CONTINUED~~discounting) and accrued in the financial statements over the employment period required to obtain the benefits.

~~Recent~~- ~~Accounting~~11 ~~Pronouncements~~-

~~Southern~~The ~~States~~severance ~~Sign~~indemnity fund ~~Company~~required ~~does~~by ~~not expect~~Italian ~~the~~law ~~adoption~~is ofa ~~recently~~liability ~~issued~~similar ~~accounting~~to ~~pronouncements~~a defined benefit plan, which, however, according to ~~have~~Italian aaccounting principles, ~~significant~~is ~~impact~~not onsubject to discounting. Given the ~~Company’s~~small ~~results~~number of ~~operations~~ Company employees, any difference between the present provisions in the financial ~~position~~statements orprepared ~~cash~~in ~~flows~~accordance with Italian GAAP and discounted value of these benefits is considered to be immaterial.

~~NOTE~~Revenue 2Recognition ~~– STOCKHOLDERS’ EQUITY (DEFICIT)~~

~~The~~Our ~~Company~~revenues ~~has~~are ~~10,000,000~~derived ~~shares~~from ofrent ~~$0.001~~we receive ~~par~~according ~~value~~to ~~preferred~~rental ~~stock~~agreements ~~authorized~~we have in place with a Hotel Management Company. ~~There~~The ~~are~~majority noof ~~preferred~~our ~~shares~~rent ~~issued~~is fixed and ~~outstanding~~payable monthly. asWe recognize additional revenue that is variable based on a percentage of ~~August~~the ~~31,~~operating ~~2012~~profit ~~and~~of ~~November~~our ~~30, 2011~~rented hotels.

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

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

InWe ~~September~~account ~~2008~~for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the ~~Company~~technical ~~sold~~merits 1of the uncertain tax position,~~400,000~~ it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments ~~common~~made ~~shares~~with atcurrently $available information.01 ~~per~~We ~~share~~review tothese ~~unrelated~~estimates ~~third~~and ~~parties~~make ~~for~~changes ~~total~~to ~~proceeds~~recorded amounts of ~~$14,000~~uncertain tax positions as facts and circumstances warrant.

InWe ~~May~~are ~~2009,~~subject to income taxes under the tax laws of Italy. The Company ~~sold~~accounts ~~300~~for uncertainty in income taxes in accordance with Topic 740,~~000~~ ~~common~~“Income ~~shares~~Taxes,” atof $the Accounting Standards Codification (“ASC 740”).01 ~~per~~ASC ~~share~~740 toclarifies ~~unrelated~~the ~~third~~accounting ~~parties~~for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with generally accepted accounting principles and prescribes a recognition threshold and measurement attribute for ~~total~~the ~~proceeds~~financial statement recognition and measurement of $3a tax position taken or expected to be taken in an income tax return. ASC 740 also provides guidance on recognition,~~000~~ classification, interest and penalties, accounting in interim periods, disclosure and transition. During the years ended December 31, 2012 and 2011, the Company recognized no adjustments for uncertain tax positions.

InThe ~~December~~Company ~~2009,~~recognizes interest ~~the~~and ~~Company~~penalties ~~sold~~relating ~~700,000 common~~to ~~shares~~uncertain attax $positions in income tax expense.01 ~~per~~There ~~share~~is no interest or penalties relating to tax ~~unrelated~~positions ~~third~~during ~~parties~~the ~~for~~periods ~~total~~ended ~~proceeds~~March of31, $72013 and December 31,~~000~~ 2012.

InThe ~~November 2010, the~~ Company ~~sold~~is ~~600,000~~also ~~common~~subject ~~shares~~to atexamination ~~$.01~~in ~~per~~Italy ~~share~~where toit ~~unrelated~~has ~~third~~filed ~~parties~~tax returns for ~~total~~the ~~proceeds~~years of2009 ~~$6,000~~through 2011.

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

~~The~~As ~~Company~~of ~~had~~March 1831,~~037~~ 2013 the share capital of CR&P is represented by 40,~~346~~151,261 outstanding shares. ofMr. ~~common~~Antonio Conte, the former Chief Executive Officer ~~stock~~of ~~issued~~the Company and ~~outstanding~~his asfamily contributed 87.14% of ~~August~~the ~~31,~~share ~~2012~~capital of CR&P.

As of ~~August~~December 31, 2012, after the reverse merge with the shell company ~~had~~Southern State Sign Company, Inc. consummated on November 1, 2012, the share nocapital ~~warrants~~of orCR&P ~~options~~is represented by 39,526,261 outstanding shares.

~~The~~NOTE ~~accompanying~~3. ~~notes are an integral part~~Related ofparties ~~these~~receivables ~~financial~~and ~~statements.~~payables

FRelated parties current receivables and payables relate to the former CEO and majority shareholder, Antonio Conte, both directly and indirectly. As of March 31, 2013 the amounts of related parties current receivables and payables mainly refers to CR&P Service, S.c.a.r.l., a subsidiary of the Company incorporated in 2012 that manages the cash facilities of the Company with regards to cash pooling as well as the cash pooling for other companies owned by Mr. Conte that are not consolidated in CR&P (related parties). During the fiscal year 2012 and the three month period ended March 31, 2013, the operations of CR&P Service, S.c.a.r.l. did not have any material impact on the consolidated statement of stockholders’ equity and statement of operations of the Company. The amounts shown as non-8current receivables as of March 31, 2013 and December 31, 2012 relate to a receivable from Masoledo, S.r.l., owned by Mr. Conte, in connection with the sale of the non-hotel business.

~~SOUTHERN~~- ~~STATES~~12 ~~SIGN COMPANY~~ -

(ANOTE ~~DEVELOPMENT~~4. ~~STAGE~~PROPERTY, ~~COMPANY)~~PLANT AND EQUIPMENT

~~NOTES~~Property, TOplant ~~FINANCIAL~~and ~~STATEMENTS~~equipment, included in continuing operations, comprises :

~~AUGUST 31, 2012~~€’000

NOTE 3 – INCOME TAXES

Property, plant and equipment	March 31, 2013			December 31, 2012

Hotel Ripa building, plant and equipment	€	42,654		€	42,654
Terme di Galzignano golf, building, plant and equipment		39,229			39,229
Via Buozzi, Rome, building		3,300			3,300
San Giuliano Milanese (Milan), Via Benaco, building		555			555
Ostuni (BR) - Hotel Masseria Santo Scalone building		5,017			5,013
Less accumulated depreciation		(22,134	)		(21,580	)
Total, net	€	68,621		€	69,171

~~For~~The properties owned by the ~~periods~~Company ~~ended~~as ~~August~~of March 31, ~~2012~~2013 ~~and 2011,~~has ~~the~~been ~~Company~~recently ~~has~~tested ~~incurred~~for ~~net~~impairment, ~~losses~~by ~~and,~~committing ~~therefore~~a specialized appraisal firm, ~~has~~which provided noupdated ~~tax~~appraisals ~~liability~~of their fair value. The ~~net~~methodologies ~~deferred~~applied ~~tax~~in ~~asset~~those ~~generated~~appraisals bymainly consists in the ~~loss~~market value ~~carry-forward~~method ~~has~~and ~~been~~the ~~fully~~discounted ~~reserved.~~future ~~The~~cash ~~cumulative~~flows ~~net~~method. ~~operating~~The ~~loss~~appraisals ~~carry-forward~~show isfair ~~$526,371~~value atamounts ~~August~~of ~~31,~~each ~~2012,~~property ~~and~~significantly ~~will~~higher ~~begin~~than ~~to expire in~~ the ~~year~~relevant ~~2028~~carrying amount.

~~The~~NOTE ~~provision~~5. ~~for~~MAJOR ~~Federal~~ACQUISITIONS ~~income~~AND ~~tax consists of the following at August 31, 2012 and August 31, 2011:~~DIVESTMENTS

	2012			2011
Federal income tax benefit attributable to:
Current operations	$	124,710		$	9,757
Less: valuation allowance		(124,710	)		(9,757	)
Net provision for Federal income tax	$	0		$	0

Masseria Santo Scalone Hotel & Resort S.r.l.

~~The~~In ~~cumulative~~line ~~tax~~with ~~effect~~the atstrategy to expand operations in the ~~expected~~hospitality area, on September 29, 2012 the Company acquired 100.00% of Masseria Santo Scalone Hotel ~~rate~~& Resort S.r.l. (“Masseria”) from a related party (Masoledo, S.r.l., owned by Mr. Conte and his family). The cost of ~~34%~~acquisition of ~~significant~~Masseria ~~items~~was ~~comprising~~€23,266 ~~our~~million. ~~net~~It ~~deferred~~was ~~tax~~paid ~~amount~~with iscash asof ~~follows~~€4.90 atmillion ~~August~~and 31assumption of €18,276 million ~~2012:~~of debt.

	2012
Deferred tax asset attributable to:
Net operating loss carryover	$	178,966
Valuation allowance		(178,966	)
Net deferred tax asset	$	0

The primary asset of Masseria is a resort spa located in Ostuni, Pulia, in the south of Italy. The complex is restructuring.

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

~~NOTE~~The 4purchase –price ~~COMMITMENTS~~allocation ~~AND~~for ~~CONTINGENCIES~~the acquisition of Masseria Santo Scalone Hotel & Resort S.r.l.. is as follows;

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.

€’000	May 29, 2012
Current maturity of long-term debt	€	2,898
Related parties payable		300
Cash payments		10
Total purchase price	€	3,208

Allocated to:
Property, plant and equipment	€	4,903
Net working capital		(1,705	)
Cash		10
Total	€	3,208

~~NOTE~~There 5is –no ~~LIQUIDITY~~Goodwill ~~AND~~recognized ~~GOING~~on ~~CONCERN~~the acquisition of Masseria.

~~Southern~~- ~~States~~13 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~~Divestment ~~ability~~ of ~~Southern~~all ~~States~~non-hospitality 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.businesses

~~The~~In ~~accompanying~~September ~~notes~~2012, the ~~are~~Company andivested ~~integral~~all ~~part~~ of ~~these~~it ~~financial~~non-hotel ~~statements~~assets to a related party company controlled by the shareholders. The total assets and liabilities divested was $ 52.9 million and $ 44.7 million, respectively.

~~F-9~~NOTE 6. GOODWILL

~~SOUTHERN~~The ~~STATES~~table ~~SIGN~~below ~~COMPANY~~shows the breakdown of goodwill related to continuing operations:

~~(A DEVELOPMENT STAGE COMPANY)~~€’000

NOTES TO FINANCIAL STATEMENTS

	Owned and leased hotel		Others owned properties		Total
Balance as of January 1, 2012

Goodwill, net		1,149		392		1,541

No Activity during the period

Balance as of December 31, 2012

Goodwill, net		1,149		392		1,541
Balance as of January 1, 2013

Goodwill, net		1,149		392		1,541

No Activity during the period

Balance as of March 31, 2013

Goodwill, net		1,149		392		1,541

~~AUGUST~~In the three month period ended March 31, 2013 and in the fiscal year ended December 31, 2012, the Company did not have any new goodwill or any impairment on existing goodwill.

NOTE 67. –OTHER ~~SUBSEQUENT~~NON-CURRENT ~~EVENTS~~ASSETS

InThe ~~accordance with~~table ~~ASC~~below ~~855-10,~~shown the ~~Company~~breakdown ~~has~~of other ~~analyzed~~non-current ~~its operations subsequent to August 31~~assets, ~~2012~~related to ~~the~~continuing ~~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.~~operations:

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

€’000	March 31, 2013		December 31, 2012
Related parties non-current receivables	€	8,890	€	8,890
Investment in other companies		4		13
Accruals and deferred costs		380		375
Other intangible assets		1,418		1,257
Other non-current assets	€	10,692	€	10,535

F-10 14 -

~~Item~~NOTE 28. ~~Management’s~~BANK ~~Discussion~~OVERDRAFTS ~~and~~AND ~~Analysis of Financial Condition and Results of Operations.~~LONG-TERM DEBT

~~CAUTIONARY~~Amounts ~~NOTICE~~of ~~REGARDING~~financial ~~FORWARD~~debt due to non-~~LOOKING~~related ~~STATEMENTS~~parties are:

The following discussion and analysis of our results of operations and financial condition for the three months ended August 31, 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. €’000

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

Mortgages & Capital Leases
	March 31, 2013		December 31, 2012
Mortgage loan on property	€	23,862	€	23,836
Leasing		29,397		29,573
Total	€	53,259	€	53,409

Company Overview and Plan of Operations

	March 31, 2013		December 31, 2012
Current portion of debt	€	11,335	€	11,221
Long term debt		41,924		42,188
Total	€	53,259	€	53,409

WeThe ~~were~~following ~~incorporated~~tables assets ~~Southern~~out ~~States~~the ~~Sign~~main ~~Company~~terms onand ~~July~~conditions ~~15,~~and ~~2008, in~~ the ~~State~~outstanding ofbalances ~~Nevada~~as ~~for the purpose~~ of ~~finding~~March ~~suitable locations for billboard signs~~31, ~~signing~~2013 ~~leases~~and ~~with~~December ~~the property owners to build billboards on the property~~31, ~~contracting~~2012 ~~with~~of ~~a construction company to build billboards, and selling~~ the ~~billboard space to advertisers. Our initial focus is on the Southern Nevada market area.~~financial debts:

~~Our~~Outstanding ~~planned~~bank ~~expenses for the current fiscal year will total approximately $200,000 and will consist of legal, consulting, and technical expenses related to our maintaining publicly reporting company.~~overdrafts

Weas ~~believe~~of ~~that~~March ~~our current~~31, ~~cash~~2013 onand ~~hand~~December 31, ~~will enable us to fund our planned expenses for the remainder of our current fiscal year.~~ 2012

~~Results of operations for the three months and nine months ended August 31, 2012, August 31, 2011 and for the period from July 15, 2008 (date of inception) through August 31, 2012.~~€’000

We generated no revenue and incurred expenses and net losses in the amount of $526,371 for the period from inception on July 15, 2008 through August 31, 2012. Our expenses consisted of professional fees, consulting fees, general and administrative expenses, and interest. During the three and nine months ended August 31, 2012, we incurred expenses and a net loss of $123,132 and $365,208, respectively, compared to expenses and a net loss of $3,018 and $31,715 incurred during the three and nine months ended August 31, 2011.

Company

Type of debt

Object

Collateral

Outstanding balance as of March 31, 2013

Outstanding balance as of Dec. 31, 2012

CONTE ROSSO & PARTNERS, S.R.L.

BANK OVERDRAFT

Cash facility

2,000

2,051

TERME DI GALZIGNANO, S.r.l.

BANK OVERDRAFT

Cash facility

908

919

TOTAL

2,908

2,970

~~Liquidity~~- ~~and~~15 ~~Capital Resources~~-

AsOutstanding ~~of August 31, 2012, we had total~~ non-current assets of $632,908 consisting of cash and prepaid expenses. We had current liabilities of $90,937 as of August 31, 2012, consisting of accrued interest and professional fees. Accordingly, we had working capital of $541,971 as of August 31, 2012.loans

Asas ~~outlined above, we expect to spend a total~~ of ~~approximately~~March ~~$200~~31,~~000~~ ~~toward~~2013 ~~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. 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 31, ~~2011.~~2012

11€’000

Off Balance Sheet Arrangements

Company

Type of debt

Object

Collateral

Outstanding balance as of March 31, 2013

Outstanding balance as of Dec. 31, 2012

CONTE ROSSO & PARTNERS, S.R.L.

CAPITAL LEASE

Building purchase

Headquarter property, via B.Buozzi, Rome, Italy

2,640

2,665

CONTE ROSSO & PARTNERS, S.R.L.

UNSECURED LOAN

Cash facility

608

688

MASSERIA SANTO SCALONE, S.r.l.

MORTGAGE LOAN

Building purchase

Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy

2,388

MASSERIA SANTO SCALONE, S.r.l.

MORTGAGE LOAN

Building purchase

Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy

510

PRIMESINT, S.r.l.

CAPITAL LEASE

Building purchase

Building, Via Benaco, San Giuliano (Milan), Italy

355

342

ARAL IMMOBILIARE, S.r.l.

CAPITAL LEASE

Building purchase

Hotel property in Rome, Italy

26,437

26,713

ARAL IMMOBILIARE, S.r.l.

MORTGAGE LOAN

Building purchase

Building, Porto Cervo (Olbia), Italy

438

TERME DI GALZIGNANO, S.r.l.

MORTGAGE LOAN

Building purchase

Hotel property in Galzignano (Padova), Italy

14,503

14,361

TERME DI GALZIGNANO, S.r.l.

MORTGAGE LOAN ("bullet" reimbursement plan)

Cash facility

Hotel property in Galzignano (Padova), Italy

5,380

5,304

TOTAL

53,259

53,409

AsThe offollowing ~~August~~table ~~31,~~sets ~~2012,~~out ~~there~~the ~~were~~significant term noand ~~off balance~~future ~~sheet~~payments ~~arrangements.~~of long-term loans:

Going Concern

€’000				Installments maturity as of December 31
Company	Type of debt	Object	Collateral	2013		2014		2015		2016		2017
CONTE ROSSO & PARTNERS, S.R.L.	CAPITAL LEASE	Building purchase	Headquarter property, via B.Buozzi, Rome, Italy	€	223	€	103	€	108	€	113	€	118
CONTE ROSSO & PARTNERS, S.R.L.	UNSECURED LOAN	Cash facility	-		338		270		-		-		-
MASSERIA SANTO SCALONE, S.r.l.	MORTGAGE LOAN	Building purchase	Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy		783		189		197		206		215
MASSERIA SANTO SCALONE, S.r.l.	MORTGAGE LOAN	Building purchase	Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy		510		-		-		-		-
PRIMESINT, S.r.l.	CAPITAL LEASE	Building purchase	Building, Via Benaco, San Giuliano (Milan), Italy		51		22		23		24		25
ARAL IMMOBILIARE, S.r.l.	MORTGAGE LOAN	Building purchase	Building, Porto Cervo (Olbia), Italy		60		61		63		66		69
ARAL IMMOBILIARE, S.r.l.	CAPITAL LEASE	Building purchase	Hotel property in Rome, Italy		522		621		649		678		709
TERME DI GALZIGNANO, S.r.l.	MORTGAGE LOAN	Building purchase	Hotel property in Galzignano (Padova), Italy		3,469		1,379		1,379		1,379		1,379
TERME DI GALZIGNANO, S.r.l.	MORTGAGE LOAN ("bullet" reimbursement plan)	Cash facility	Hotel property in Galzignano (Padova), Italy		5,380		-		-		-		-
			TOTAL	€	11,335	€	2,645	€	2,419	€	2,467	€	2,516

We- ~~have~~16 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~~The ~~ability~~following totable ~~continue~~sets asout athe ~~going concern~~amounts isof ~~dependent on generating cash from~~ the ~~sale~~assets ofheld ~~our common stock~~ and~~/or~~ ~~obtaining~~used ~~debt~~by ~~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.~~lease:

Item 3. Quantitative and Qualitative Disclosures About Market Risk

€’000	Asset Balances at			Asset Balances at
Class of property	March 31, 2013			December 31, 2012

Building	€	42,580		€	42,580

Less: accumulated depreciation		(6,094	)		(5,775	)

Net balance	€	36,486		€	36,805

~~This~~The ~~company~~following ~~qualifies~~table assets aout ~~smaller~~the ~~reporting~~schedule ~~company,~~of asthe ~~defined~~undiscounted ~~in 17 C.F.R. §229.10(f) (1)~~ and isdiscounted ~~not~~future ~~required~~minimum tolease ~~provide information by this Item.~~payments:

~~Item 4. Controls and Procedures~~€’000

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 August 31, 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.

Minimum lease payments (future and net present value)
Twelve month period ending March 31:
2014	€	2,012
2015		2,012
2016		2,012
2017		2,012
2018		2,012
Later years		22,568
Purchase option		11,965
Net minimum lease payments		44,595
Less: Amount representing interest		(15,198	)
Present value of net minimum lease payments	€	29,397

WeAs doof ~~not~~March ~~expect that our disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control system~~31, ~~no matter how well conceived and operated~~2013, ~~can~~there ~~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~~unused ~~all~~credit ~~control issues and instances of fraud, if any, within our company have been detected~~lines. 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.

12- 17 -

~~PART~~NOTE II9. ~~OTHER~~COMMITMENTS ~~INFORMATION~~AND CONTINGENCIES

~~Item~~The 1Company and certain subsidiaries are defendants in legal actions in the normal course of business. ~~Legal~~Based ~~Proceedings~~on the advice of legal counsel, management believes that the amounts recognized and recorded as debt provisions or asset negative adjustments are sufficient to cover probable losses in connection with such actions.

~~There~~The ~~are~~risk noprovisions or ~~known~~negative ~~material~~adjustments ~~pending~~are ~~legal proceedings~~recognized towhen ~~which~~in ~~this~~accordance ~~company~~with isthe aopinion ~~party or~~ of ~~which~~legal ~~our~~counsel ~~property~~the liability is ~~the~~probable ~~subject~~and measurable.

~~Item~~NOTE 1A10. ~~Risk~~INCOME ~~Factors~~TAXES

ATax ~~smaller~~losses ~~reporting company is not required to provide the information required by this Item.~~carryforwards

~~Item~~Under 2Italian tax law the operating loss carryforwards available for offset against future profits can be used indefinitely. ~~Unregistered~~Operating ~~Sales~~loss carryforwards are only available for offset against national income tax, in the limit of ~~Securities~~80% ~~and~~of ~~Use~~taxable annual income (this restriction does not apply to the operating loss incurred in the first three years of ~~Proceeds~~the Company’s activity, which are therefore available for 100% offsetting).

~~None~~Our operating losses carried forward and available for offset against future profits as of March 31, 2013 and December 31, 2012 is € 967 and € 651, respectively.

~~Item~~Deferred 3.income ~~Defaults~~taxes reflect ~~Upon~~the ~~Senior~~net ~~Securities~~tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

~~None.~~Components of the Company’s deferred tax asset are as follows as of March 31, 2013 and December 31 2012:

Item 4. Mine Safety Disclosures

€’000	March 31, 2013			2012
Deferred tax asset – net operating loss carryovers		328			179
Less Valuation allowance		(328	)		(179	)
Net deferred tax asset	€	-		€	-

~~Not~~The ~~applicable~~Company periodically evaluates whether it is more likely than not that it will generate sufficient taxable income to realize the deferred income tax asset. The ultimate realization of this asset is dependent upon the generation of future taxable income sufficient to offset the related deductions. At the present time, management cannot presently determine when the Company will be able to generate sufficient taxable income to realize the deferred tax asset; accordingly, a valuation allowance has been established to offset the asset.

~~Item5.~~The ~~Other~~reconciliation of ~~Information.~~income tax benefit attributable to continuing operations computed at the Italian statutory tax rates to the income tax benefit recorded is as follows:

Effective August 2, 2012, Riccardo Curcio Valentini resigned as director and Chief Financial Officer of the Company.

	Three months period ended March 31,
€’000	2013			2012
Income tax at Italian statutory rate of 27.5%	€	(149	)	€	796
Increase in valuation allowance		149			(796	)
Income tax benefit	€	-		€	-

~~Effective~~NOTE ~~August 2, 2012, the sole director of the Company appointed Filippo Fucile as the Principal Financial Officer~~13. ~~Mr.~~SUBSEQUENT Fucile, 47, graduated with a degree in Economics from LUISS University of Rome. Mr. Fucile also holds a Master of Science in Economics I from the London School of Economics and is a C.P.A. Since 2004, he has been running his own financial consulting company. Earlier in his career, from 1997 to 2003, he worked as CFO in a public company listed on the Milan Stock Exchange operating in the retail food business. Prior to that, Mr. Fucile served as an officer at the Bank of Italy, the Italian Central Bank from 1990 to 1997, and gained relevant experience in the banking sector from 1988 to 1990.EVENTS

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 Principal 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 Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

- 18 -

13Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~SIGNATURES~~Introduction

~~Pursuant~~The tofollowing discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the ~~requirements~~related ofnotes and other financial information appearing elsewhere in this Current Report on Form 10-Q. In addition to historical financial information, the ~~Securities~~following ~~Exchange~~discussion ~~Act~~contains offorward-looking ~~1934~~statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the ~~registrant~~forward-looking ~~has~~statements. ~~duly~~Readers ~~caused~~are ~~this~~also ~~report~~urged to becarefully ~~signed~~review and onconsider ~~its~~the ~~behalf~~various disclosures made by us which attempt to advise interested parties of the ~~undersigned~~factors which affect our business. ~~thereunto~~All ~~duly~~amounts ~~authorized~~are set forth in euros.

	Southern States Sign Company.
October 12, 2012	By:	/s/ Antonio Conte
		Antonio Conte
		Chief Executive Officer
October 12, 2012	By:	/s/ Filippo Fucile
		Filippo Fucile
		Principal Financial Officer

The following discussion and analysis relates to the results of the Company and should be read in conjunction with the financial statements and the related notes thereto and other financial information contained elsewhere in this Form 10-Q. For further discussion and analysis related to the results of the Company, please see our Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on April 16, 2013.

14Overview

Southern States Sign Company is a hospitality company that owns and develops hotels and spas in Italy. We operate through our wholly owned subsidiary, Conte Rosso & Partners S.r.l. (“CR&P”) and, as a result, are classified as property investment specialists.

We intend to develop our presence in Italy and abroad with a target of owning 3,000 rooms within the next 3 to 5 years.

We are currently undergoing advanced negotiations with respect to investments in Rome, Bari and Florence in Italy, as well as in New York, and have started searches for investment opportunities in Milan, Florence, Paris and London. We are also planning to invest in high-growth potential countries such as Albania and some selected African countries.

In addition to the items discussed above, we plan to continue to refresh our hotel room product, pursue third-party development partners for additional hotel and restaurant concepts and renovate select facilities to improve our product offerings.

Critical Accounting Policies and Estimates

We believe the following accounting policies and estimates are most critical to aid in understanding and evaluating our reported financial results.

Basis of consolidation

All majority-owned subsidiaries in which CR&P has both voting share and management control are consolidated. All significant intercompany accounts and transactions are eliminated. Subsidiaries over which control is achieved through other means, such as stockholder agreements, are also consolidated even if less than 51% of voting capital is held. The equity attributable to non-controlling interests in subsidiaries is shown separately in the consolidated financial statements.

Basis of presentation

The consolidated financial statements for the three months ended March 31, 2013 and for the fiscal year ended December 31, 2012 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The Euro is the functional currency of all companies included in these consolidated financial statements.

The amounts presented have been rounded to the nearest thousand.

- 19 -

Acquisitions

Assets acquired and liabilities assumed in business combinations are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates.

The results of operations of businesses acquired by us have been included in the consolidated statements of income (loss) since their respective dates of acquisition. In certain circumstances, the purchase price allocations are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when we receive final information, including appraisals and other analyses. There were no contingent payments, options, or commitments specified in any of the following acquisition agreements.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, cash on current accounts with banks, bank deposits and other highly liquid short-term investments with original maturities of less than three months.

Accounts receivable & Allowance for doubtful accounts

Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms, without discounts. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that as of March 31, 2013 and December 31, 2012 no allowance for doubtful accounts was required. The Company does not require collateral to support customer receivables.

Investments

Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, including joint ventures, are accounted for using the equity method.

Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method.

Property, plant and equipment

Property, plant and equipment are stated at acquisition cost less accumulated depreciation and adjustments for impairment losses. Property, plant and equipment also includes assets under construction and plant and equipment awaiting installation.

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in an item of property, plant and equipment. All other expenditures are recognized as expenses in the consolidated statement of income as incurred.

Capitalization ceases when construction is interrupted for an extended period or when the asset is substantially complete.

Where funds are borrowed specifically for the purpose of acquiring or constructing a qualifying asset, the amount of interest costs to be capitalized in a period on that asset is the actual interest cost incurred on the borrowing during the period.

Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Depreciation commences from the time an asset is put into operation. Depreciation is not charged on assets to be disposed of or on land. The range of the estimated useful lives is as follows:

Buildings and constructions: 33 years

Machinery and equipment: 2 – 20 years

Others: 5 years

- 20 -

Long-Lived Assets

We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value will be charged to earnings.

Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals, and, if appropriate, current estimated net sales proceeds from pending offers.

We evaluate the carrying value of our long-lived assets based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area and status of expected local competition.

Assets and liabilities held for resale

In connection with the strategy of concentrating in the portfolio of hotel, power, and plantations investments, in the periods presented we entered into various negotiations with potential purchasers to sell. Most of these sales were concluded at the end of September 30, 2012.

The realized value of these assets are higher than the net asset carrying value and that resulted in a gain on discontinued operations.

Goodwill and Other Intangible Assets

We evaluate goodwill for impairment on an annual basis, and do so during the last month of each year using balances as of the end of September and at an interim date if indications of impairment exist. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount in a two-step process with an impairment being recognized only where the fair value is less than carrying value. We define a reporting unit at the individual property level.

When determining fair value in step one, we utilize internally developed discounted future cash flow models, third party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we utilize various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs and appropriate discount rates based on the weighted-average cost of capital. The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flow, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative weights of each component of our capital structure (equity and long-term debt) and is determined at the reporting unit level. Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources, and are developed as part of our routine, long-term planning process. We then compare the estimated fair value to our carrying value.

If the carrying value is in excess of the fair value, we must determine our implied fair value of goodwill to measure if any impairment charge is necessary. The determination of our implied fair value of goodwill requires the allocation of the reporting unit’s estimated fair value to the individual assets and liabilities of the reporting unit as if we had completed a business combination.

We perform the allocation based on our knowledge of the reporting unit, the market in which they operate, and our overall knowledge of the hospitality industry.

Leasing

All lease agreements of the Company and its subsidiaries as lessees are accounted for as finance leases. The Company recognizes the asset and associated liability on its balance sheet. Finance leases are capitalized at the beginning of the lease at the lower of the fair value of the leased property and the present value of minimum lease payments. Each installment of the lease is apportioned between the liability and finance charges so as to achieve an equal reduction in capital due for each payment made at constant rate on the remaining financial balances.

- 21 -

Derivative financial instruments

The Company uses derivative financial instruments principally for the management of exposure to variable interest rates on long-term financing. All derivative financial instruments are classified as assets or liabilities and are accounted for at trade date. The Company measures all derivative financial instruments based on fair values derived from market prices of the instruments. Changes in the fair value of a derivative that is significant and that is designated and qualifies as a fair value hedge, along with the loss or gain on the hedged asset or liability, are recorded in the income statement.

As of December 31, 2012 there are no derivative instruments. During the 2012 there was only one derivative instrument hedging the risk of variable interest rates (an “interest rate cap”), the notional amount of which was € 4 million. This derivative instrument hedges the risk from change of interest rate on a mortgage loan facility with “bullet” repayments originally of € 8 million of which € 6.6 million is outstanding. This derivative was divested as part of our plan to focus on hotels only as of September 30, 2012.

Shareholders’ loans

Shareholders’ loans to the Company are all non-interest bearing. Italian law provides that the shareholders’ loans to a limited liability company ("S.r.l.") are not preferred and their repayment is subordinated to other categories of debt. As a result all shareholder loans are classified as non-current liabilities.

Severance indemnity fund

According to Italian accounting principles reflecting local law and applicable employment contracts, certain post-employment benefits accrue during the period of employment. Under U.S. GAAP, post-employment benefits are defined either as de fined contribution plans or defined benefit plans.

In defined contribution plans, the Company's obligation is limited to the payment of contributions to the Government or to a fund. Defined benefit plans are pension, insurance and healthcare programs which cover the Company's obligation, even implicitly, to provide the benefits due to former employees. The liabilities associated with defined benefit plans are determined on the basis of actuarial assumption (discounting) and accrued in the financial statements over the employment period required to obtain the benefits.

The severance indemnity fund required by Italian law is a liability similar to a defined benefit plan, which, however, according to Italian accounting principles, is not subject to discounting. Given the small number of Company employees any difference between the present provisions in the financial statements prepared in accordance with Italian GAAP and discounted value of these benefits is considered to be immaterial.

Revenue Recognition

Our revenues are derived from rent we receive according to rental agreements we have in place with a hotel management company. The majority of our rent is fixed and payable monthly. We recognize additional revenue that is variable based on a percentage of the operating profit of our rented hotels.

Taxes

Income taxes

We account for income taxes to recognize the amount of taxes payable or refundable for the current year and the amount of deferred tax assets and liabilities resulting from the future tax consequences of differences between the financial statements and tax basis of the respective assets and liabilities. We recognize the financial statement effect of a tax position when, based on the technical merits of the uncertain tax position, it is more likely than not to be sustained on a review by taxing authorities. These estimates are based on judgments made with currently available information. We review these estimates and make changes to recorded amounts of uncertain tax positions as facts and circumstances warrant.

- 22 -

Results of Operations

For the three months ended March 31, 2013 and March 31, 2012

€’000	Three Months Ended			Three Months Ended
	March 31,			March 31,
	2013			2012
	Unaudited			Unaudited

Revenue from operations	€	840		€	1,323
Direct operating and selling, general and administrative costs
Direct operating costs		68			144
Selling, general and administrative costs		286			69
Amortization and depreciation		554			764
Total direct operating, selling, and administrative costs		908			977
Operating Profit/(Loss)		(68	)		346
Interest income		103
Interest expenses		577			447
Other income					7
Profit/(Loss) from continuing operations, before income taxes		(542	)		(94	)
Income taxes					37
Profit/(Loss) from continuing operations, net of income taxes		(542	)		(131	)
Net loss from operations of discontinued operations, after taxes					15
Net income on disposal of discontinued operations, after taxes					3,009
Net profit/(loss) from discontinued operations					3,024
Consolidated net profit/(loss) for the period		(542	)		2,893
Less net loss attributable to non-controlling interests in the consolidated subsidiaries		10			19
Net profit/(loss) attributable to owners of Conte Rosso & Partners S.r.l		(532	)		2,912

Revenues

Revenues for the three month periods ended March 31, 2013 and March 31, 2012 were € 840,000 and € 1,323,000 respectively. The decrease in revenues of approximately € 483,000 or 37% was due to the switch from a direct management system (where revenues reflected the cash paid by hotel customers) to a third party management system (where revenues consist of the fees that we receive from JSH, the management company, and thus are already net of any costs).

Direct Operating Costs

Direct Operating Costs for the three month period ended March 31, 2013, decreased approximately € 69,000, or 7%, compared to the three month period ended March 31, 2012. This decrease is mainly due to the replacement of direct management of the Galzignano Hotel & Resort with third party management.

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direct operating costs is due to the fact that is mainly due to the same reason mentioned above

Selling, General and Administrative Costs

Selling, General and Administrative costs for three month periods ended March 31, 2013, and 2012 were approximately €287,000 and €69,000, respectively. Such expenses consist primarily of salaries and personnel related expenses, occupancy expenses, sales travel, consulting costs and other expenses. This increase is mainly due to the advisory costs related to the reverse merger and pre-listing process.

Amortization and Depreciation

Amortization and depreciation for the three month periods ended March 31, 2013, and 2012 were approximately €554,000 and €764,000, respectively. Such expenses consist primarily of depreciation of properties, plant and equipment held by Conte Rosso & Partners and its subsidiary Aral Immobiliare, S.r.l. The decrease of approximately €210,000 was mainly due to the revaluation of the useful life of the assets.

Interest Income

Interest income for three month periods ended March 31, 2013, and 2012 was approximately €103,000 and €0, respectively. The increase was mainly due to the Company’s liquidity management efficiency, focused on the subsidiary CR&P Service, S.c.a.r.l.

Interest Expense

Interest expense for the three month periods ended March 31, 2013, and 2012 was approximately € 577,000 and € 447,000, respectively. The increase was mainly due an increase in the financial debt of the Company in 2013 compared with the same period in 2012.

Other Income

Other Income for the three month periods ended March 31, 2013, and 2012 was approximately € 0 and € 7,000, respectively. The amount shown in 2012 was immaterial.

Discontinued operations

During the three month period ended March 31, 2012, we initiated the selling of non-hospitality subsidiaries to related parties (owned directly and indirectly by Antonio Conte, the former Chief Executive Officer of the Company) for a gain of € 3,009,000, net of taxes. The net profit from these discontinued operations was € 15,000. We have no continuing involvement with these divested subsidiaries.

Income Taxes

Income taxes for the three month periods ended March 31, 2013 and 2012 were approximately € 0 and € 37,000, respectively. The decrease is immaterial.

Liquidity and Capital Resources

For the three months period ended March 31, 2013 and 2012

As of March 31, 2013, we had cash and cash equivalents of approximately €115,000, negative working capital of approximately € 4,872,000 and retained earnings of approximately € 6,822,000.

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Cash Flows from Operating Activities

Our operating activities resulted in net cash provided by operating activities of approximately €21,000 for the three month period ended March 31, 2013 compared to approximately €5,910,000 cash provided in the three month period ended March 31, 2012.

The net cash provided by operating activities for the three month period ended March 31, 2013 reflects a net loss of approximately €543,000 and a depreciation and amortization of approximately €554,000. Changes in assets and liabilities included a decrease in trade receivables of approximately €236,000, a decrease in related party receivables of approximately €198,000, an increase in other receivables of approximately €2,000, a decrease in advanced payments on purchases of property of approximately €6,000, a decrease in other assets of approximately €5,000, an increase in trade payables of approximately €750,000, an increase in related party payables of approximately €232,000, an increase in other payables of approximately €58,000, an increase in VAT taxes receivable of approximately €78,000.

The net cash provided by operating activities for the three month period ended March 31, 2012 reflects a net income of approximately €2,893,000, a net loss from operations on discontinued operations of approximately € 15,000 and a depreciation and amortization of approximately €764,000, offset by a gain on disposal of discontinued operations of approximately € 3,009,000. Changes in assets and liabilities included an increase in trade receivables of approximately €1,388,000, a decrease in related party receivables of approximately €1,173,000, a decrease in other receivables of approximately €2,000, a decrease in other assets of approximately €58,000, a decrease in trade payables of approximately €7,189,000, an increase in related party payables of approximately €22,000, an increase in other payables of approximately €899,000, a decrease in VAT tax receivable of approximately €286,000,an increase in other liabilities of approximately €6,904,000 and a net cash provided by operating activities of discontinued operations of approximately € 3,754,000.

Cash Flows from Investing Activities

The net cash provided by investing activities for the three month period ended March 31, 2013 of approximately € 259,000 consist primarily , of the cash inflow of approximately € 550,000 offset by by a decrease for other investing change of approximately € 299.

The net cash used in investing activities for the three month period ended March 31, 2012 of approximately € 3,246,000 consist primarily of the cash outflow of approximately € 2,274,000 for the purchase of properties, plants and equipment in connection with relating to the operations of the non-hospitality business that has since been divested, and a cash outflow of approximately € 968,000.

Cash Flows from Financing Activities

Net cash used in financing activities for the three month period ended March 31, 2013 was approximately €607,000, which was mainly due to the reimbursement of shareholders loans (approximately € 396,000). Net cash used in the three months period ended March 31, 2012 was approximately € 2,816,000, which was mainly due to the repayment of long-term loans (approximately € 6,172,000) offset by a repayment of shareholders loans of approximately € 1,351,000 and a net cash outflow provided by discontinued operations.

Future Liquidity Needs

We have evaluated our expected cash requirements over the next twelve months, which include, but are not limited to, interest payments, capital repayments, capital expenditures and working capital requirements. Whilst we are able to manage certain aspects of these cash requirements, the level of income, rate of repayment of related party receivables and cost of debt, where variable, are outside of our control. We are also planning, but as of yet have no contractual commitments, to make acquisitions in the future, and whilst we wish to effect at least some of these acquisitions through the issuance of shares, there can be no assurance that the vendors will accept such consideration, and consequently, we to effect such acquisitions using cash. Also, we plan to further borrow funds in to finance these acquisitions.

Based on existing assets, expected related party receivables repayments, business level, debt and interest rates, we believe our current resources are sufficient for at least the next twelve months.

However, to implement the business plan for the expansion of our assets, we will require additional financing in the future. The timing of our need for additional capital will depend on the timing of the completion of the planned acquisitions, the terms of such acquisitions and whether existing lenders are willing to continue to provide financing upon a change of control of such assets.

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We are in the process of developing two properties which will require capital expenditure – the Green Park Hotel, which is being converted into apartments, and the expansion of the Masseria Hotel.

While the first part of the Masseria development has already started and will be completed by April 2013, the second part, including the creation of an additional 24 rooms, will take place in the first quarter of 2014. It is expected that the first part of the development will cost an additional € 400 (approximately $520). A development loan is currently being negotiated for this amount. The terms of the loan are expected to include interest only during the development period and then bullet repayment to be effected by entering into a longer term mortgage financing secured by the property. At present time, no internal capital is expected to be required for this expansion. The last part of the development will cost approximately €600 ($780).

The development of the Green Park Hotel should start in the second half of 2014. It is expected that the Green Park Hotel conversion will cost approximately € 4.4 million ($ 5.7 million) over a period of 1½ years from commencement in 2014.

No work beyond planning and the negotiation of financing has taken place, and no work will begin until the required financing has been agreed and contracted with the lending institutions.

Commitments and Contingencies

The Company and certain subsidiaries are defendants in legal actions in the normal course of business. Based on the advice of legal counsel, management believes that the amounts recognized and recorded as debt provisions or asset negative adjustments are sufficient to cover probable losses in connection with such actions.

The risk provisions or negative adjustments are recognized when in accordance with the opinion of legal counsel the liability is probable and measurable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.

Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our sole chief executive officer and principal financial officer concluded that as of March 31, 2013, these disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

On May 15, 2013, Galzignano Terme Golf & Resort S.p.A.(“Galzignano”), a wholly owned subsidiary of the Company, was formally notified that an arbitration panel rendered a judgment against it in the amount of € 5.05 million in connection with a dispute involving the renovation of the Hotel Majestic in 2010 pursuant to the terms of two procurement contracts, dated as of November 30, 2009 and May 7, 2010, respectively, by and between Galzignano and Sercos SpA (“Sercos”), a construction company based in Parma, Italy. Galzignano plans to appeal the judgment of the arbitration panel to the Court of Venice within 60 days of the notification, as provided by Italian law. The appeal is expected to be examined by the Court of Venice during the last quarter of the current fiscal year.

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.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item5.

Other Information.

None.

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Item 6.

Exhibits.

Exhibit Number		Description of Exhibit
2.1		Preliminary Agreement, dated as of February 8, 2013, by and between Primesint S.r.l. and ES Group S.r.l. (incorporated by reference to Exhibit 2.1 of the Company’s Report on Form 8-K filed on February 14, 2013)
2.2		Preliminary Agreement, dated as of February 8, 2013, by and among Primesint S.r.l and Mavip S.r.l. (incorporated by reference to Exhibit 2.2 of the Company’s Report on Form 8-K filed on February 14, 2013)
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed on January 25, 2011)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed on January 25, 2011)
10.1		Amendment to Management Agreement, dated as of March 10, 2013, between Ripa Hotel & Resort Srl, as Lessor, and Ku Hotels Srl, as Lessee (incorporated by reference to Exhibit 10.5 of the Company’s Report on Form 10-K filed on April 16, 2013)
10.2		Amendment to Lease Agreement, dated as of March 10, 2013, between Ripa Hotel & Resort Srl, as Lessor, and Ku Hotels Srl, as Lessee (incorporated by reference to Exhibit 10.6 of the Company’s Report on Form 10-K filed on April 16, 2013)
10.3		Amendment to Lease Agreement, dated as of March 10, 2013, between Ripa Hotel & Resort Srl, as Lessor, and Ku Hotels Srl, as Lessee (incorporated by reference to Exhibit 10.7 of the Company’s Report on Form 10-K filed on April 16, 2013)
31.1*		Certification of Chief Executive Officer and Principal 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 and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101***		Interactive Data Files of Financial Statements and Notes

*	Filed herewith.

**	Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.

***

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.

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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 thereunto duly authorized.

	Southern States Sign Company.

May 20, 2013	By:	/s/ Sergio Schisani
		Sergio Schisani
		Chief Executive Officer and Principal Financial Officer

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Filing Compare · SOUTHERN STATES SIGN Co