U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 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)

Viale Bruno Buozzi 83, Rome Italy

(Address of principal executive offices)

39.06.80692582

(Issuer’s telephone number)

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 ¨ No x

As of November 12, 2013, there were 40,151,261 shares of the registrant’s common stock outstanding.

SOUTHERN STATES SIGN COMPANY

FORM 10-Q

For the Quarter Ended September 30, 2013

Table of Contents

		Page
PART I FINANCIAL INFORMATION			1

Item 1.	Financial Statements		1

	Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012		1

	Consolidated Statements of Operations for the Three and Nine Month Periods Ended September 30, 2013 and 2012		2

	Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Month Period Ended September 30, 2013		4

	Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 30, 2013 and 2012		5

	Notes to Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		25

Item 4.	Controls and Procedures		25

PART II OTHER INFORMATION			26

Item 1.	Legal Proceedings		26

Item 1A.	Risk Factors		26

Item 2.	Unregistered Sales of Securities and Use of Proceeds		26

Item 3.	Defaults Upon Senior Securities		26

Item 4.	Mine Safety Disclosures		26

Item 5.	Other Information		26

Item 6.	Exhibits		26

SIGNATURES			27

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SOUTHERN STATES SIGN COMPANY

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2013 & DECEMBER 31, 2012

€’000	September 30,		December 31,
	2013 Unaudited		2012 Audited
ASSETS
Current Assets:
Cash	€	88	€	441
Net receivables		4,735		4,701
Related parties receivables		23,554		22,043
VAT Tax receivables		985		1.628
Other current assets		334		340
Available-for-sale assets		-		444
Total current assets		29,696		29,597

Non - Current Assets:
Net properties, plant and equipment (Including Capital Leased properties € 35,416 and € 36,361 respectively)		66,915		68,727
Goodwill		1,541		1,541
Other non-current assets (Including Related Parties receivables € 8,890 for 2013 and 2012)		10,622		10,535
Total non - current assets		79,078		80,803
Total Assets	€	108,774	€	110,400
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank overdrafts	€	958	€	2,970
Current maturities of long term loans and capital leases		13,232		11,196
Trade payables		8,186		7,774
Related parties payables		8,150		7,014
Others current liabilities		3,706		4,232
Available-for-sale liabilities		-		335
Total current Liabilities		34,232		33,521
Non - current liabilities:
Long term loans and capital leases		39,862		41,888
Shareholder's loans		2,556		626
Other non-current liabilities		60		60
Total non - current Liabilities		42,478		42,574
Stockholders' Equity
Common stocks		27		27
Additional Paid in Capital		26,509		26,059
Retained earnings/(Accumulated loss)		5,218		7,359
Equity attributable to owners of Southern States Sign Company		31,304		33,445
Non-Controlling interests in the consolidated subsidiaries		760		860
Total Stockholders' Equity		32,064		34,305
Total Liabilities and Stockholders' Equity	€	108,774	€	110,400

SOUTHERN STATES SIGN COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 & 2012

€’000, except per share amounts	Three Months Ended September 30, 2013			Three Months Ended September 30, 2012			Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
	Unaudited			Unaudited			Unaudited			Unaudited

Revenue from operations	€	648		€	970		€	1,807		€	3,254
Direct operating and selling, general and administrative costs
Direct operating costs		(175	)		109			40			576
Selling, general and administrative costs		127			(25	)		1,081			1
Amortization and depreciation		577			726			1,752			2,158
Total direct operating, selling, and administrative costs		529			810			2,873			2,735
Operating Profit/(Loss)		119			160			(1,066	)		519
Interest income		477						523
Interest expenses		525			579			1,670			1,775
Other income		-			-			-			17
Income/(Loss) from continuing operations, before income taxes		71			(419	)		(2,214	)		(1,239	)
Income taxes					38						113
Income/(Loss) from continuing operations, net of income taxes		71			(457	)		(2,214	)		(1,352	)
Net income/(loss) from operations of discontinued operations, after taxes		-			845			-			(19	)
Net income/(loss) on disposal of discontinued operations, after taxes		-			250			(32	)		3,565
Net profit/(loss) from discontinued operations		-			1,094			(32	)		3,546
Consolidated net profit/(loss) for the period		71			638			(2,246	)		2,194
Less net loss/(profit) attributable to non-controlling interests in the consolidated subsidiaries		7			(121	)		100			44
Net profit/(loss) attributable to owners of Southern States Sign Company	€	78		€	517		€	(2,146	)	€	2,238

Profit/(Loss) per share of Common Stock
Loss from continuing operations	€	0.00		€	(0.01	)	€	(0.06	)	€	(0.04	)
Profit/(loss) from discontinued operations	€	0.00		€	0.03		€	(0.00	)	€	0.12
Net profit/(loss)	€	0.00		€	0.02		€	(0.06	)	€	0.07

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

SOUTHERN STATES SIGN COMPANY

STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

€’000	Three Months Ended September 30, 2013		Three Months Ended September 30, 2012		Nine Months Ended September 30, 2013			Nine Months Ended September 30, 2012
	Unaudited		Unaudited		Unaudited			Unaudited

Net profit/(loss) for the period	€	78	€	517	€	(2,146	)	€	2,238
Other comprehensive income
Foreign currency Translation differences		5		-		5			-
Total comprehensive income for the period	€	83	€	517	€	(2,141	)	€	2,238

SOUTHERN STATES SIGN COMPANY

Consolidated Statements of Stockholders’ Equity (Deficit)

(Unaudited)

€’000	Common Stock				Additional		Retained			Equity			TOTAL
	Shares		Amount		Paid In		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 States 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 profit/(loss) for the year		-		-		-		(2,146	)		(100	)		(2,246	)

Foreign currency translation		-		-		-		5			-			5

Balance at September 30, 2013		40,151,261	€	27	€	26,059	€	5,218		€	760		€	32,064

SOUTHERN STATES SIGN COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2013 & 2012

€’000	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2013			2012
	Unaudited			Unaudited

Cash Flows from Operating Activities:
Net Income/(loss)	€	(2,246	)	€	2,194
Net loss from operations on discontinued operations		-			19
Net (gain)/loss from discontinued operations		32			(3,565	)
Net Income/(loss) from continuing operations		(2,214	)		(1,352	)
Depreciation and amortization of non-current assets		1,752			2,158
Other non-cash adjustments		78			67
Cash flows from operations before changes in assets and liabilities		(384	)		873
Changes in assets and liabilities:
Change in trade receivables		(33	)		(1,608	)
Change in related parties receivables		(1,512	)		(19,211	)
Change in other receivables		(1	)		(243	)
Change in advance payment on purchase and other current assets		6			-
Change in other assets		64			96
Change in trade payables		456			(890	)
Change in related parties payables		1,196			4,917
Change in other payables		(415	)		973
Change in VAT taxes		527			1,475
Change in other liabilities		4			6,883
Net cash provided by operating activities of discontinued operations		-			(6,966	)
Net cash provided by/(used in) Operating Activities (A)		(152	)		(13,701	)
Cash Flows from Investing Activities:
Purchases of intangible assets		(1	)		(1	)
Proceeds from sale/(Purchases of) properties, plant and equipment		60			(3591	)
Proceeds from sale of associates and other company		9
Other investing change		(337	)		(76	)
Net cash provided by investing activities of discontinued operations		-			12,823
Net cash provided by/(used in) investing activities (B)		(269	)		9,155
Cash Flows from Financing Activities:		-
Net (reimbursements)/borrowings from bank overdrafts		(2,012	)		97
Net proceeds from/(repayment of) issuance of long-term debt		10			231
Net proceeds from issuance/(repayment of) shareholders loan		2,070			6,136
Net cash provided by/(used in) financing activities of discontinued operations		-			2,019
Net cash provided by Financing Activities (C )		68			4,445
Net Increase/(decrease) in Cash and Cash Equivalents (A+B+C)		(354	)		(101	)
Cash and cash equivalents at beginning of the year		441			312
Cash and cash equivalents at end of the year	€	88		€	211

SOUTHERN STATES SIGN COMPANY

Notes to Consolidated Financial Statements

For the nine months ended September 30, 2013 and 2012

(Euros, amounts in thousands, unless otherwise indicated)

NOTE 1. ORGANIZATION

Southern States Sign 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.

On November 1, 2012, the Company entered into a share exchange agreement with CR&P, pursuant to which the shareholders of CR&P transferred all of the issued and outstanding capital stock of CR&P to SOST in exchange for 21,250,000 newly issued shares of the Company’s common stock, resulting in CR&P becoming a wholly owned subsidiary of SOST (the “Share Exchange”). 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 Share Exchange, the historical financial statements of SOST for the periods prior to the date of the transaction are not presented.

As of September 30, 2013, the consolidated operating subsidiaries are the following (those entities which are indented represent subsidiaries of the entity under which they are indented:

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. I.B.H. Management Company, S.r.l.

100.00

Italy

Hospitality business

a. I.B.H. Ripa S.R.L.*

90.00

Italy

Hospitality Business

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

100.00

Italy

Hospitality business

6. Primesint S.r.l.

70.00

Italy

Investment Company

On October 10, 2013, I.B.H. Ripa S.r.l. (“I.B.H. Ripa”) was incorporated. I.B.H. Ripa is 90% owned by I.B.H. Management Company, S.r.l. and 10% owned by Aral Immobiliare S.r.l.

NOTE 2. Summary of significant accounting policies

Basis of consolidation

All majority-owned subsidiaries in which CR&P has both a 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 stockholders’ 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 nine months ended September 30, 2013, unaudited, and for the fiscal year ended 2012, audited, are prepared in accordance with generally accepted 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.

Fair value

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:

Level One—Fair values based on unadjusted quoted prices in active markets for identical assets and liabilities;

Level Two—Fair values based 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;

Level Three—Fair values based 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.

We utilize 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, 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.

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

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 our acquisition agreements.

Cash and cash equivalents

Cash and cash equivalents are comprised of 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 September 30, 2013 and December 31, 2012, € 0 is the allowance for doubtful accounts that 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.

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

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.

Discontinued operations

At the end of September, 2012, we divested all of our non-hotel assets to a related party at cost as part of our strategy to focus on hotel ownership.

The realized value of these assets is higher than the net asset carrying value.

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 capital. The Company recognizes the asset and associated liability on its balance sheet. Capital is 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.

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.

Shareholder loans

Shareholder loans to the 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.

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 employee 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 companies. The majority of our rent is fixed and payable monthly. We recognize additional revenue that varies 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.

We are subject to income taxes under the tax laws of Italy. The Company accounts for uncertainty in income taxes in accordance with Topic 740, “Income Taxes,” of the Accounting Standards Codification (“ASC 740”). ASC 740 clarifies the accounting 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 the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. ASC 740 also provides guidance on recognition, 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.

The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense. There is no interest or penalties relating to tax positions during the periods ended September 30, 2013 and December 31, 2012.

The Company is also subject to examination in Italy where it has filed tax returns for the years 2009 through 2011.

Stockholder’s equity

As of September 30, 2013, the share capital of CR&P is represented by 40,151,261 outstanding shares. Mr. Antonio Conte and his wife Maddalena Olivieri contributed 82.44% of the share capital of CR&P.

As of December 31, 2012, after the Share Exchange was consummated on November 1, 2012, the share capital of CR&P was represented by 39,526,261 outstanding shares. Mr. Antonio Conte and his family contributed 87.14% of the share capital of CR&P.

NOTE 3. Related parties receivables and payables

Related parties current receivables and payables relate to the former CEO and shareholder, Mr. Antonio Conte, both directly and indirectly. As of September 30, 2013, the amounts of related parties current receivables and payables mainly refers to CR&P Service, S.r.l., a subsidiary incorporated in 2012 that manages the Company’s cash facilities and cash pooling and also for other companies owned by Mr. Conte but not consolidated in CR&P (related parties). During the fiscal year 2012 and the nine months period ended September 30, 2013, the operations of CR&P Service, S.r.l. did not generate any material impact on the consolidated equity and statement of operations of CR&P. The amount shown as non-current receivables as of September 30, 2013 and December 31, 2012 relates to a receivable from Masoledo, S.r.l., owned by Mr. Conte in connection with the sale of the non-hotel business which occurred in September, 2012.

NOTE 4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, included in continuing operations, comprises:

€’000

Property, plant and equipment	September 30, 2013			December 31, 2012

Hotel Ripa building, plant and equipment	€	42,594		€	42,654
Terme di Galzignano golf, building, plant and equipment		39,061			39,229
Via Buozzi, Rome, building		3,300			3,300
Ostuni (BR) - Hotel Masseria Santo Scalone building		5,028			5,013
Less accumulated depreciation		(23,068	)		(21,469	)
Total, net	€	66,915		€	68,727

The properties owned by the Company as of September 30, 2013 have been recently tested for impairment, by committing a specialized appraisal firm, which provided updated appraisals of their fair value. The methodologies applied in those appraisals mainly consists in the market value method and the discounted future cash flows method. The appraisals show fair value amounts of each property significantly higher than the relevant carrying amount.

NOTE 5. MAJOR ACQUISITIONS AND DIVESTMENTS

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

In line with the strategy to expand operations in the hospitality area, on September 29, 2012, the Company acquired 100.00% of Masseria Santo Scalone Hotel & Resort S.r.l. (“Masseria”) from a related party (Masoledo, S.r.l., owned by Mr. Conte and his family). The cost of acquisition of Masseria was €3.2 million.

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

The balance sheet effects of the acquisition are summarized below:

The purchase price allocation for the acquisition of Masseria Santo Scalone Hotel & Resort S.r.l. is as follows;

€’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

There is no goodwill recognized on the acquisition of Masseria.

Divestment of all non-hospitality businesses

In September 2012, the Company divested all of it non-hotel 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.

Divestment of the property in Via Benaco, Milan, Italy

In order to focus on the hospitality business, in April, 2013 the Company sold the property located in Via Benaco, Milan (Italy). The property has been owned under a capital lease contract, which has been transferred to the acquirer with no-cash inflow paid.

The balance sheet effects of this disposal are summarized in the table below:

Balance sheets effects of the divestment of the property in Via Benaco, Milan (Italy)

€’000	April 1, 2013
Inflow of cash and other assets	€	0
Total assets divested, less accumulated depreciation		(439	)
Total liabilities divested		407
Recognized loss		(32	)

The loss resulting from this divestment has been recognized in the consolidated statement of operations as a loss on disposal of discontinued operations.

NOTE 6. GOODWILL

The table below shows the breakdown of goodwill related to continuing operations:

€’000

	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 September 30, 2013

Goodwill, net		1.149		392		1.541

In the nine months period ended September 30, 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 7. OTHER NON-CURRENT ASSETS

The table below shown the breakdown of other non-current assets, related to continuing operations:

€’000	September 30, 2013		December 31, 2012
Related parties non-current receivables	€	8,890	€	8,890
Investment in other companies		4		13
Accruals and deferred costs		311		375
Other intangible assets		1,259		1,257
Other non-current assets	€	10,464	€	10,535

NOTE 8. BANK OVERDRAFTS AND LONG-TERM DEBT

Amounts of financial debt due to non-related parties for continuing operations are:

€’000

Mortgages & Capital Leases
	September 30, 2013		December 31, 2012
Mortgage loan on property	€	23,940	€	23,689
Leasing		29,154		29,394
Total	€	53,094	€	53,083

	September 30, 2013		December 31, 2012
Current portion of debt	€	13,232	€	11,196
Long term debt		39,862		41,887
Total	€	53,094	€	53,083

The following tables sets out the main terms and conditions and the outstanding balances as of September 30, 2013 and December 31, 2012 of the financial debts:

Outstanding bank overdrafts

as of September 30, 2013 and December 31, 2012

€’000

Company

Type of debt

Object

Collateral

Outstanding
balance as of
September
30, 2013

Outstanding
balance as
of Dec. 31,
2012

CONTE ROSSO & PARTNERS, S.R.L.

BANK OVERDRAFT

Cash facility

2,051

TERME DI GALZIGNANO, S.r.l.

BANK OVERDRAFT

Cash facility

958

919

TOTAL

958

2,970

Outstanding non-current loans related to continuing operations

as of September 30, 2013 and December 31, 2012

€’000

Company

Type of debt

Object

Collateral

Outstanding.
balance as of
September 30, 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

2,627

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

ARAL IMMOBILIARE, S.r.l.

CAPITAL LEASE

Building purchase

Hotel property in Rome, Italy

26,527

26,729

ARAL IMMOBILIARE, S.r.l.

MORTGAGE LOAN

Building purchase

Building, Porto Cervo (Olbia), Italy

366

438

TERME DI GALZIGNANO, S.r.l.

MORTGAGE LOAN

Building purchase

Hotel property in Galzignano (Padova), Italy

14,535

14,361

TERME DI GALZIGNANO, S.r.l.

MORTGAGE LOAN ("bullet" reimbursement plan)

Cash facility

Hotel property in Galzignano (Padova), Italy

5,533

5,304

TOTAL

53,094

53,083

The following table sets out the significant term and future payments of long-term loans:

€’000				Installments maturity as of September 30, 2013
Company	Type of debt	Object	Collateral	2014		2015		2016		2017		2018
CONTE ROSSO & PARTNERS, S.R.L.	CAPITAL LEASE	Building purchase	Headquarter property, via B.Buozzi, Rome, Italy	€	137	€	107	€	112	€	117	€	122
CONTE ROSSO & PARTNERS, S.R.L.	UNSECURED LOAN	Cash facility	-		328		280
MASSERIA SANTO SCALONE, S.r.l.	MORTGAGE LOAN	Building purchase	Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy		783		201		207		216		225
MASSERIA SANTO SCALONE, S.r.l.	MORTGAGE LOAN	Building purchase	Hotel and land property, Santo Scalone, Ostuni (Brindisi), Italy		510
ARAL IMMOBILIARE, S.r.l.	MORTGAGE LOAN	Building purchase	Building, Porto Cervo (Olbia), Italy		60		61		63		65		68
ARAL IMMOBILIARE, S.r.l.	CAPITAL LEASE	Building purchase	Hotel property in Rome, Italy		1,001		642		671		702		734
TERME DI GALZIGNANO, S.r.l.	MORTGAGE LOAN	Building purchase	Hotel property in Galzignano (Padova), Italy		4,880		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		5,533
			TOTAL	€	13,232	€	2,670	€	2,432	€	2,479	€	2,528

The following table sets out the amounts of the assets held and used by capital lease, related to continuing operations:

€’000 Class of Property	Asset Balances at			Asset Balances at
	September 30, 2013			December 31, 2012

Building	€	42,030		€	42,030

Less: accumulated depreciation		(6,614	)		(5,669	)

Net balance	€	35,416		€	36,361

The following table sets out the schedule of the undiscounted and discounted future minimum lease payments:

€’000

Minimum lease payments (future and net present value)

Twelve months period ending September 30:

2014	€	2,400
2015		1,977
2016		1,977
2017		1,977
2018		1,977
Later years		21,469
Purchase option		11,852
Net minimum lease payments		43,630
Less: Amount representing interest		(14,475	)
Present value of net minimum lease payments	€	29,154

As of September 30, 2013, there are no unused credit lines.

NOTE 9. COMMITMENTS AND CONTINGENCIES

The Company is occasionally involved in litigation matters relating to claims arising from the ordinary course of business. The Company’s management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on our business, results of operations and financial condition.

NOTE 10. INCOME TAXES

Tax losses carryforwards

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

Our operating losses carried forward and available for offset against future profits as of September 30, 2013 and December 31, 2012 is € 2,865 and € 651, respectively.

Deferred income taxes reflect the net 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.

Components of the Company’s deferred tax asset are as follows as of September 30, 2013 and December 31, 2012:

€’000	September 30, 2013			December 31, 2012
Deferred tax asset – net operating loss carryovers		797			179
Less Valuation allowance		(797	)		(179	)
Net deferred tax asset	€	-		€	-

The 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.

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

	Nine months period ended September 30,
€’000	2013			2012
Income tax at Italian statutory rate of 27.5%	€	(618	)	€	603
Increase in valuation allowance		618			(603	)
Income tax benefit	€	-		€	-

NOTE 13. SUBSEQUENT EVENTS

On October 10, 2013, I.B.H. Ripa was incorporated. I.B.H. Ripa is 90% owned by I.B.H. Management Company, S.r.l. and 10% owned by Aral Immobiliare S.r.l., each a wholly owned subsidiary of the Company. I.B.H. Ripa shall manage the business of the Ripa Hotel in Rome. Also, on October 23, 2013, Aral Immobiliare S.r.l. and Ku Hotel Srl, the former management company of the Ripa Hotel, agreed to terminate their business division agreement and their lease agreement which were last modified on March 10, 2013 (the “Termination”). The Termination shall become effective on November 14, 2013.

Contemporaneously with the Termination, Aral Immobiliare S.r.l. and I.B.H. Ripa entered into a hotel management agreement, dated as of October 23, 2013 (the “Ripa Management Agreement”). Pursuant to the Ripa Management Agreement, I.B.H. Ripa will manage the Ripa Hotel. I.B.H. Ripa shall pay to Aral Immobiliare annual consideration of €1,680,000 plus VAT for the first year of the agreement, € 1,920,000 plus VAT for the second year of the agreement, and € 2,160,000 plus VAT for the third year and all years of the agreement thereafter. The Ripa Management Agreement shall become effective on November 14, 2013, and expire on November 13, 2022. Upon mutual consent, the parties may renew the agreement for an additional nine years.

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

Introduction

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes and other financial information appearing elsewhere in this Report on Form 10-Q (the “Report”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business. All amounts are set forth in euros.

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.

Overview

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.

In addition to our hospitality business, we have recently decided to enter into the hotel management business through our newly incorporated subsidiary, I.B.H. Ripa. See Note 13 to the Financial Statements for a discussion on I.B.H. Ripa and our hotel management business.

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

We are currently undergoing advanced negotiations with respect to investments in Rome and Florence in Italy, as well as in New York and in the United Arab Emirates. We have also begun searches for investment opportunities in Paris and London.

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 nine months ended September 30, 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.

Acquisitions

Cash and cash equivalents

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 September 30, 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

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

Long-Lived Assets

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 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 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.

Derivative financial instruments

As of December 31, 2012 there are no derivative instruments. During 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.

Shareholder loans

Shareholder 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

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 hotel management companies. 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

Results of Operations

For the nine months ended September 30, 2013 and September 30, 2012

€’000	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2013			2012
	Unaudited			Unaudited

Revenue from operations	€	1,807		€	3,254
Direct operating and selling, general and administrative costs
Direct operating costs		40			576
Selling, general and administrative costs		1,081			1
Amortization and depreciation		1,752			2,158
Total direct operating, selling, and administrative costs		2,873			2,735
Operating Profit/(Loss)		(1,066	)		519
Interest income		523
Interest expenses		1,670			1,775
Other income		-			17
Loss from continuing operations, before income taxes		(2,214	)		(1,239	)
Income taxes					113
Loss from continuing operations, net of income taxes		(2,214	)		(1,352	)
Net loss from operations of discontinued operations, after taxes		-			(19	)
Net income/(loss) on disposal of discontinued operations, after taxes		(32	)		3,565
Net profit/(loss) from discontinued operations		(32	)		3,546
Consolidated net profit/(loss) for the period		(2,246	)		2,194
Less net loss attributable to non-controlling interests in the consolidated subsidiaries		100			44
Net profit/(loss) attributable to owners of Southern States Sign Company	€	(2,146	)	€	2,238

Revenues

Revenues for the nine months ended September 30, 2013 were € 1,807,000 as compared to € 3,254,000 for the nine months ended September 30, 2012. The decrease of approximately € 1,447,000, or 44% is due mainly to the renegotiation of the management agreement of the Ripa Hotel, which resulted in a significant reduction of the annual rental fee.

Direct Operating Costs

Direct Operating Costs for the nine months ended September 30, 2013 was € 40,000 as compared to € 576,000 for the nine months ended September 30, 2012. This decrease of approximately € 535,000, or 93% is due mainly to the replacement of direct management of the Galzignano Hotel & Resort with third party management.

Selling, General and Administrative Costs

Selling, General and Administrative costs for nine months ended September 30, 2013 and 2012 were approximately € 1,081,000 and € 1,000, 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 in connection with the Share Exchange and pre-listing process.

Amortization and Depreciation

Amortization and depreciation for the nine months ended September 30, 2013 and 2012 were approximately € 1,752,000 and € 2,158,000, respectively. Such expenses consist primarily of depreciation of properties, plant and equipment held by CR&P and its subsidiary, Aral Immobiliare, S.r.l. The decrease of approximately € 406,000 was mainly due to the revaluation of the useful life of the assets.

Interest Income

Interest income for the nine months ended September 30, 2013 and 2012 was approximately € 523,000 and € 0, respectively. The increase was mainly due to the interest income related to the receivable of € 8,890,000 from Masoledo in connection with the divestment of non-hotel assets which occurred during September, 2012.

Interest Expense

Interest expense for the nine months ended September 30, 2013 and 2012 was approximately € 1,670,000 and € 1,775,000, respectively. The decrease was due to the efficiency in management of the Group’s liquidity.

Other Income

Other Income for the nine months ended September 30, 2013 and 2012 was approximately € 0 and € 17,000, respectively. The amount shown in 2012 was immaterial.

Discontinued operations

During the nine months ended September 30, 2013, we completed the sale of non-hospitality subsidiaries to a related party (Masoledo, owned directly and indirectly by Mr. Conte). In order to focus on the hospitality business, in April, 2013, the Company sold the property located in Via Benaco, Milan (Italy). The property has been owned under a capital lease contract, which has been transferred to the acquirer with no-cash inflow paid. The divestment generated a loss on disposal of € 32,000, net of taxes.

During the nine months ended September 30, 2012, we continued the selling of non-hospitality subsidiaries to a related party (Masoledo) for a gain of € 3,565,000, net of taxes. The net loss from operations of discontinued operations was € 19,000. We have no continuing involvement with any divested subsidiary.

Income Taxes

Income taxes for the nine months ended September 30, 2013 and 2012 were approximately € 0 and € 113,000, respectively. The decrease was immaterial.

Liquidity and Capital Resources

For the nine month periods ended September 30, 2013 and 2012

As of September 30, 2013, we had cash and cash equivalents of approximately € 88,000, negative working capital of approximately € 4,536,000 and retained earnings of approximately € 5,218,000.

Cash Flows from Operating Activities

Our operating activities resulted in net cash used in operating activities of approximately € 152,000 for the nine months ended September 30, 2013, as compared to approximately € 13,701,000 in cash used in the nine months ended September 30, 2012.

The net cash used in operating activities for the nine months ended September 30, 2013 reflects a net loss of approximately € 2,246,000, a net loss from sale of discontinued operations of approximately € 32,000 and a depreciation and amortization of approximately € 1,752,000. Changes in assets and liabilities included a decrease in trade receivables of approximately € 33,000, a decrease in related party receivables of approximately € 512,000, an increase in other assets of approximately € 64,000, an increase in trade payables of approximately € 456,000, an increase in related party payables of approximately € 1,196,000, a decrease in other payables of approximately € 415,000 and an increase in VAT taxes receivable of approximately € 527,000.

The net cash used in operating activities for the nine months ended September 30, 2012 reflects a net profit of approximately € 2,194,000, a net loss from operations on discontinued operations of approximately € 19,000 and a depreciation and amortization of approximately € 2,158,000, offset by a gain on disposal of discontinued operations of approximately € 3,565,000. Changes in assets and liabilities included a decrease in trade receivables of approximately € 1,608,000, a decrease in related party receivables of approximately € 19,211,000, a decrease in other receivables of approximately € 243,000, an increase in other assets of approximately € 96,000, a decrease in trade payables of approximately € 890,000, an increase in other payables of approximately €973,000, an increase in VAT tax receivable of approximately € 1,475,000 and an increase in other liabilities of approximately €6,883,000. The net cash used in operating activities of discontinued operations in the nine months ended September 30, 2012 was approximately € 6,966,000.

Cash Flows from Investing Activities

The net cash used in investing activities for the nine months ended September 30, 2013 of approximately € 269,000 consist primarily of other investing changes (approximately € 337,000 of cash outflow).

The net cash used in investing activities for the nine months ended September 30, 2012 of approximately € 9,155,000 consist essentially of cash outflow provided by investing activity on discontinued operations.

Cash Flows from Financing Activities

Net cash provided by financing activities for the nine months period ended September 30, 2013 was approximately € 68,000, which was mainly due to reimbursement of bank overdrafts of approximately € 2,012,000, offset by a cash inflow due to the net issuance of shareholders loans (approximately € 2,070,000). Net cash provided in the nine months period ended September 30, 2012 was approximately € 4,445,000, which was mainly due to the issuance of shareholder loans of approximately € 6,136,000, offset by repayment of long-term debt of approximately € 231 and the cash outflow related to the investing activity of discontinued operations (approximately € 2,019,000).

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. While 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 while we wish to carry out some of these acquisitions through the issuance of shares, there can be no assurance that the vendors will accept such consideration, and consequently, we may have to effect such acquisitions using cash. Also, we plan to further borrow funds in order 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.

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 we have already started the first part of the expansion of the Masseria Hotel, the second part of the expansion, 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 € 400,000. We are currently negotiating a loan in 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 longer term mortgage financing secured by the property. At present time, no internal capital is expected to be required for this expansion. It is expected that the second part of the expansion will cost approximately € 600,000.

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 over a period of 18 months.

Work will not begin on the development of the Green Park Hotel until the required financing has been agreed upon with the lending institutions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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 September 30, 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 and 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.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For a discussion relating to current legal proceedings of the Company, please see Part II, Item I, “Legal Proceedings” of our Form 10-Q, previously filed with the Securities and Exchange Commission on August 14, 2013.

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.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit Number		Description of Exhibit

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)

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 Quarterly Report on Form 10-Q 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.

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

November 15, 2013	By:	/s/ Sergio Schisani
		Sergio Schisani
		Chief Executive Officer and Principal Financial Officer

SOUTHERN STATES SIGN Co 10-Q