UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 23, 2012
Southern States Sign Company
(Exact name of small business issuer as specified in its charter)
Nevada | 26-3014345 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
32 Cutler Rd. Greenwich, CT, 06831 (Address of principal executive offices) |
(702) 496-5888 |
(Issuer’s telephone number) |
__________________________________________ |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On January 23, 2012, we issued 37,246 shares of our common stock to a single investor, at a subscription price of $27 per common share, for gross proceeds of $1,008,342.
We relied upon an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D and/or Regulation S promulgated under the Securities Act.
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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 hereunto duly authorized.
Southern States Sign Company
/s/ Riccardo Curcio Valentini
Riccardo Curcio Valentini
Co-Chief Executive Officer
Date: January 23, 2012
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