**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)


[
                X
                ]
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the quarterly period ended September 30, 2006[
                ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor
                the transition period from ________________ to
                _________________Commission
                file
                number 0-50742





**SIGN
                MEDIA SYSTEMS, INC**.
              _____________________________________________________________________________
              (Exact
                name of small business issuer as specified in its
                charter)FLORIDA
              ________________________________________________
              (State
                or other jurisdiction of incorporation or organization)
            02-0555904
              ____________________________
              (IRS
                Employer Identification No.)2100
                19thStreet, Sarasota FL 34234
              (Address
                of principal executive offices)(941)
                330-0336
              (Issuer's
                telephone number)(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [ ] No [ X ]







**APPLICABLE
      ONLY TO CORPORATE ISSUERS**




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: 8,460,000 Common Shares no par value as
      of
      September 30, 2006.





Transitional
      Small Business Disclosure Format (Check one): Yes [ ] No [ X ]


1


**PART
      I — FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**











**SIGN
      MEDIA SYSTEMS, INC.**





**CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS**





**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005**


**(UNAUDITED)**


2


**SIGN
      MEDIA SYSTEMS, INC.**








**INDEX
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**








Condensed
      Consolidated Balance Sheet at September 30, 2006


(Unaudited)                4





Condensed
      Consolidated Statements of Income for the Nine and Three


Months
      Ended September 30, 2006 and 2005 (Unaudited )         5





Condensed
      Consolidated Statements of Cash Flows for the


Nine
      Months Ended September 30, 2006 and 2005 (Unaudited)       6





Notes
      to
      the Condensed Consolidated Financial Statements


(Unaudited)               7-18




3


**SIGN
      MEDIA SYSTEMS, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET (UNAUDITED)**


**SEPTEMBER
      30, 2006**




**ASSETS****2006****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              5,616Accounts
                  receivable, net
              
              
              752,823Inventory,
                  net
              
              
              7,462765,901**PROPERTY
                  AND EQUIPMENT - Net**
              
              
              131,468**OTHER
                  ASSETS**Due
                  from related parties
              
              
              430,329430,329**TOTAL
                  ASSETS**
              
              $
              1,327,698**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Current
                  portion of long-term debt
              
              $
              9,156Accounts
                  payable and accrued expenses
              
              
              238,622Liability
                  for stock to be issued
              
              
              224,900472,678**LONG-TERM
                  DEBT - Net of Current Portion**
              
              
              28,717**TOTAL
                  LIABILITIES**
              
              
              501,395**STOCKHOLDERS'
                  EQUITY**Common
                  stock, no par value, 100,000,000 shares authorized atSeptember
                  30, 2006; 8,460,000 shares issued and outstandingat
                  September 30 2006
              
              
              5,000Additional
                  paid-in capital
              
              
              671,700Retained
                  earnings
              
              
              149,603826,303**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              1,327,698


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






4






**SIGN
        MEDIA SYSTEMS, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENT OF INCOME**
 **FOR
        THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
        (UNAUDITED)**
  **NINE
                    MONTHS ENDED**
                
                
                
                **THREE
                    MONTHS ENDED****September
                    30,**
                
                **September
                    30,**
                
                **September
                    30,**
                
                **September
                    30,****2006**
                
                **2005**
                
                **2006**
                
                **2005****REVENUE**
                
                $
                734,494
                
                $
                936,923
                
                $
                5,816
                
                $
                425,538Other
                    revenue**-**recovery
                    of bad debt
                
                
                -
                
                
                500,000
                
                
                -734,494
                
                
                1,436,923
                
                
                5,816
                
                
                425,538**COST
                    OF GOODS SOLD**
                
                
                26,929
                
                
                28,299
                
                
                11,109
                
                
                14,903**GROSS
                    PROFIT (LOSS)**
                
                
                707,565
                
                
                1,408,624
                
                
                (5,293)
                
                
                410,635**OPERATING
                    EXPENSES**Professional
                    fees and administrative payroll
                
                
                40,976
                
                
                86,765
                
                
                10,277
                
                
                52,911General
                    and administrative expenses
                
                
                276,815
                
                
                513,753
                
                
                63,178
                
                
                170,754Depreciation
                
                
                48,938
                
                
                41,333
                
                
                16,000
                
                
                16,392366,729
                
                
                641,851
                
                
                89,455
                
                
                240,057**NET
                    INCOME BEFORE OTHER INCOME (EXPENSE)**
                
                
                340,836
                
                
                766,773
                
                
                (94,748)
                
                
                170,578**OTHER
                    INCOME (EXPENSE)**Interest
                    income and other
                
                
                25,001
                
                
                16,004
                
                
                7,001
                
                
                15,901Interest
                    expense
                
                
                (1,280)
                
                
                (2,516)
                
                
                
                
                
                (799)23,721
                
                
                13,488
                
                
                7,001
                
                
                15,102**NET
                    INCOME BEFORE PROVISION FOR INCOME TAXES**
                
                
                364,557
                
                
                780,261
                
                
                (87,747)
                
                
                185,680Provision
                    for income taxes
                
                
                77,775
                
                
                61,000
                
                
                
                
                
                61,000**NET
                    INCOME APPLICABLE TO COMMON SHARES**
                
                $
                286,782
                
                $
                719,261
                
                $
                (87,747)
                
                $
                124,680**NET
                    INCOME PER BASIC AND DILUTED SHARES**
                
                $
                0.03
                
                $
                0.09
                
                $
                (0.01)
                
                $
                0.01**WEIGHTED
                    AVERAGE NUMBER OF COMMON****SHARES
                    OUTSTANDING**
                
                
                8,460,000
                
                
                8,460,000
                
                
                8,460,000
                
                
                8,460,000
 The
          accompanying notes are an integral part of these condensed consolidated
          financial statements.
   5




**SIGN
        MEDIA SYSTEMS, INC.**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)**
 **FOR
        THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005**
   **2006**
                
                **2005****CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    income
                
                $
                286,782
                
                $
                719,261**Adjustments
                    to reconcile net income****to
                    net cash (used in) provided by operating
                    activities:**Depreciation
                
                
                48,938
                
                
                41,333**Changes
                    in assets and liabilities:**(Increase)
                    in accounts receivable
                
                
                (752,823)
                
                
                (170,755)Decrease
                    in inventory
                
                
                17,538
                
                
                15,072Decrease
                    in prepaid expenses and other current assets
                
                
                
                
                
                3,300Increase
                    in accounts payable and accrued expenses
                
                
                22,352
                
                
                123,776Increase
                    in deferred revenue
                
                
                
                
                
                538,948**Total
                    adjustments**
                
                
                (663,995)
                
                
                551,674**Net
                    cash (used in) provided by operating activities**
                
                
                (377,213)
                
                
                1,270,935**CASH
                    FLOWS FROM INVESTING ACTIVITIES:**Acquisition
                    of property and equipment
                
                
                (5,612)
                
                
                (107,528)(
                    Increase) decrease in receivable - related party
                
                
                407,821
                
                
                (1,200,000)Proceeds
                    from related parties
                
                
                
                
                
                228,000**Net
                    cash provided by (used in) investing activities**
                
                
                402,209
                
                
                (1,079,528)**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**Increase
                    in liability for stock to be issued
                
                
                -
                
                
                24,900(Payments)
                    on long-term debt
                
                
                (21,632)
                
                
                (13,814)(Payments)
                    on debt-related party
                
                
                
                
                
                (202,800)**Net
                    cash (used in) financing activities**
                
                
                (21,632)
                
                
                (191,714)**NET
                    INCREASE IN CASH AND CASH EQUIVALENTS**
                
                
                3,364
                
                
                (337)**CASH
                    AND CASH EQUIVALENTS - BEGINNING OF PERIOD**
                
                
                2,252
                
                
                6,352**CASH
                    AND CASH EQUIVALENTS - END OF PERIOD**
                
                $
                5,616
                
                $
                6,015**SUPPLEMENTAL
                    DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                    paid during the year for interest
                
                $
                1,280
                
                $
                -


The
        accompanying notes are an integral part of these condensed consolidated
        financial statements.
   6






**NOTE
        1-**  **ORGANIZATION
        AND BASIS OF PRESENTATION**
  
 The
        condensed consolidated unaudited interim financial statements included herein
        have been prepared, without audit, pursuant to the rules and regulations
        of the
        Securities and Exchange Commission. The condensed consolidated unaudited
        financial statements and notes are presented as permitted on Form 10-QSB
        and do
        not contain information included in the Company’s annual condensed consolidated
        unaudited statements and notes. Certain information and footnote disclosures
        normally included in the 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, although
        the
        Company believes that the disclosures are adequate to make the information
        presented not misleading. It is suggested that these condensed consolidated
        unaudited financial statements be read in conjunction with the December 31,
        2005
        audited consolidated financial statements and the accompanying notes thereto.
        While management believes the procedures followed in preparing these condensed
        consolidated unaudited financial statements are reasonable, the accuracy
        of the
        amounts are in some respects dependent upon the facts that will exist, and
        procedures that will be accomplished by the Company later in the
        year.
 
 These
        condensed consolidated unaudited financial statements reflect all adjustments,
        including normal recurring adjustments which, in the opinion of management,
        are
        necessary to present fairly the consolidated operations and cash flows for
        the
        periods presented.
 
 The
        Company was incorporated on January 28, 2002 as a Florida corporation. Upon
        incorporation, an officer of the Company contributed $5,000 and received
        1,000
        shares of common stock of the Company. Effective January 1, 2003, the Company
        issued 7,959,000 shares of common stock in exchange of $55,702 of net assets
        of
        Go! Agency, LLC, a Florida limited liability company (“Go Agency”), a company
        formed on June 20, 2000, as E Signs Plus.com, LLC, a Florida limited liability
        company. In this exchange, the Company assumed some debt of Go Agency and
        the
        exchange qualified as a tax-free exchange under IRC Section 351. The net
        assets
        received were valued at historical cost. The net assets of Go Agency that
        were
        exchanged for the shares of stock were as follows:
   7




**NOTE
        1-**  **ORGANIZATION
        AND BASIS OF PRESENTATION (CONTINUED)**
  
 Accounts
        receivable $ 752,823
 Fixed
        assets, net of
        depreciation 131,468
 Other
        assets 443,407
 Accounts
        payable (238,622)
 Notes
        payable (32,765)
 Other
        payables (230,008)
 
 Total $ 826,303
 
 Go
        Agency
        was formed to pursue third party truck side advertising. The principal of
        Go
        Agency invested approximately $857,000 in Go Agency pursuing this business.
        It
        became apparent that a more advanced truck side mounting system would be
        required and that third party truck side advertising alone would not sustain
        an
        ongoing profitable business. Go Agency determined to develop a technologically
        advanced mounting system and focused on a different business plan. Go Agency
        pre-exchange transaction was a company under common control of the major
        shareholder of SMS. Post-exchange transactions have not differed. Go Agency
        still continues to operate and is still under common control.
 
 Go
        Agency
        and the Company developed a new and unique truck side mounting system, which
        utilizes a proprietary cam lever technology, which allows an advertising
        image
        to be stretched tight as a drum. Following the exchange, the Company had
        7,960,000 shares of common stock issued and outstanding. The Company has
        developed and filed an application for a patent on its mounting systems.
        The cam
        lever technology is considered an intangible asset and has not been recorded
        as
        an asset on the Company’s consolidated balance sheet. This asset was not
        recorded due to the fact that there was no historic recorded value on the
        books
        of Go Agency for this asset.
 
 On
        November 17, 2003, the Company entered into a merger agreement by and among
        American Power House, Inc., a Delaware corporation and its wholly owned
        subsidiary, Sign Media Systems Acquisition Company, Inc., a Florida corporation
        and Sign Media Systems, Inc. Pursuant to the merger agreement, Sign Media
        Systems merged with Sign Media Systems Acquisition Company with Sign Media
        Systems being the surviving corporation. The merger was completed on December
        8,
        2003, with the filing of Articles of Merger with the State of Florida at
        which
        time Sign Media Systems Acquisition ceased to exist and Sign Media Systems
        became the surviving corporation. American Powerhouse was not actively engaged
        in any business at the time of the merger. However, sometime prior to the
        merger, American Power House had acquired certain technology for the manufacture
        of a water machine in the form of a water cooler that manufactures water
        from
        ambient air.
  8
   **NOTE
        1-**  **ORGANIZATION
        AND BASIS OF PRESENTATION (CONTINUED)**
  
 Prior
        to
        the merger, American Power House granted a license to Sign Media Systems
        Acquisition to use that technology and to manufacture and sell the water
        machines. The acquisition of this license was the business purpose of the
        merger. As consideration for the merger, Sign Media Systems issued 300,000
        shares of its common stock to American Power House, 100,000 shares in the
        year
        ending December 31, 2003, and 200,000 shares in the year ending December
        31,
        2004. The 300,000 shares of stock were valued at $1.50 per share based on
        recent
        private sales of Sign Media Systems common stock. At the time of the merger
        the
        Company was in negotiations with independent dealers in Central America who
        sold
        United States products in Central and South America and who had expressed
        a
        desire to market this product in that territory. Ultimately, the Company
        was
        unable to come to a satisfactory agreement with these dealers for the sale
        of
        this product. Accordingly, the Company is not currently engaged in the business
        of manufacturing and sale of this product. The Company will not become engaged
        in the business of manufacturing and selling this product until it can identify
        and come to a satisfactory agreement with an independent dealer or dealers
        in
        that territory for the sale of this product. The Company cannot currently
        predict when or if it will identify and come to a satisfactory agreement
        with an
        independent dealer or dealers in this territory for the sale of this product.
        Due to these problems with the Company’s plans for marketing and distribution of
        the water machine subsequent to the merger, the license has no carrying or
        book
        value for the years ended December 31, 2005 and 2004 in the Company’s
        consolidated financial statements for December 31, 2005 and 2004. There were
        no
        other material costs of the merger. There was and is no relationship between
        American Powerhouse and either Sign Media Systems or GO! AGENCY. The Company
        recorded this license as an intangible asset for $150,000 for the 100,000
        shares
        of stock issued in 2003 and subsequently impaired
        the entire amount. The Company issued the remaining 200,000 shares in 2004,
        and
        recorded a liability for stock to be issued at $300,000. There is a $450,000
        charge against income reflected in the consolidated statements of income
        for the
        year ended December 31, 2003.
  9
   **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
  
 **Principles
        of Consolidation**
 
 The
        condensed consolidated unaudited financial statements include the accounts
        of
        the Company and its wholly owned subsidiary. All significant intercompany
        accounts and transactions have been eliminated in consolidation.
 
 **Use
        of Estimates**
 
 The
        preparation of condensed consolidated unaudited financial statements in
        conformity with accounting principles generally accepted in the United States
        of
        America requires management to make estimates and assumptions that affect
        the
        reported amounts of assets and liabilities and disclosures of contingent
        assets
        and liabilities at the date of the financial statements and the reported
        amounts
        of revenues and expenses during the reporting period. Actual results could
        differ from those estimates.
 
 **Revenue
        and Cost Recognition**
 
 Currently,
        the Company has three primary sources of revenue:
 
 (1)
            The
                sale and installation of their mounting
                system; (2)
            The
                printing of advertising images to be inserted on trucks utilizing
                the
                Company’s mounting systems; and (3)
            Third
                party advertising. 
 The
        Company’s revenue recognition policy for these sources of revenue is as follows.
        The Company relies on Staff Accounting Bulletin Topic 13, in determining
        when
        recognition of revenue occurs. There are four criteria that the Company must
        meet when determining when revenue is realized or realizable and earned.
        The
        Company has persuasive evidence of an arrangement existing; delivery has
        occurred or services rendered; the price is fixed or determinable; and
        collectibility is reasonably assured. The Company recognizes revenue from
        the
        sale of its mounting systems and images when it completes the work and either
        ships or installs the products. The Company recognizes revenue from third
        party
        advertising only when it has the contractual right to receive such revenue.
        The
        Company does retain a liability to maintain systems and images that are
        installed for purposes of third party advertising. However, any damage caused
        by
        the operator of the truck is the responsibility of the lessor of the space
        and
        is not the Company’s liability. To date the Company has
  10
  **NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Revenue
        and Cost Recognition (continued)**
 
 experienced
        no cost for maintaining these leased systems. All deposits are non-refundable.
 
 In
        addition, the Company offers manufacturer’s warranties. These warranties are
        provided by the Company and not sold. Therefore, no income is derived from
        the
        warranty itself.
 
 Cost
        is
        recorded on the accrual basis as well, when the services are incurred rather
        than when payment is made.
 
 Costs
        of
        goods sold are separated by components consistent with the revenue categories.
        Mounting systems, printing and advertising costs include purchases made,
        and
        payroll costs attributable to those components. Payroll costs is included
        for
        sales, engineering and warehouse personnel in cost of goods sold. Cost of
        overhead is de minimus. The Company’s inventory consists of finished goods, and
        unassembled parts that comprise the framework for the mounting system placed
        on
        trucks for their advertising. All of these costs are included in costs of
        goods
        sold for the nine months ended September 30, 2006 and 2005.
 
 **Warranties**
 
 The
        Company offers manufacturers warranties that covers all manufacturer defects.
        The Company accrues warranty costs based on historical experience and
        management’s estimates. The Company has not experienced any losses in the past
        two years with respect to the warranties, therefore has not accrued any
        liability for the nine months ended September 30, 2006 and 2005. The following
        table represents the Company’s losses in the past two years with respect to
        warranties.
 
 **Balance**
              
              **Charged**
              
              
              
              **Balance****at
                  Beginning**
              
              **to
                  Costs and**
              
              
              
              **at
                  End of****of
                  Period**
              
              **Expenses**
              
              **Deductions**
              
              **Period**Nine
                  Months ended September 30, 2006
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Nine
                  Months ended September 30, 2005
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
   11
  **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Provision
          for Bad Debt**
 
 Under
          SOP
          01-6 "Accounting for Certain Entities (including Entities with Trade
          Receivables) That Lend to or Finance the Activities of Others” the Company has
          intent and belief that all amounts in accounts receivable are collectible.
          The
          Company extends unsecured credit to its customers in the ordinary course
          of
          business but mitigates the associated credit risk by performing credit
          checks
          and actively pursuing past due accounts over 90 days. The Company's major
          customer at September 30, 2006 and 2005, was uncharacteristically slow
          in paying
          their outstanding invoices during September 30, 2006 and 2005.
 
 Management's
          policy is to vigorously attempt to collect its receivables monthly. The
          Company
          estimated the amount of the allowance necessary based on a review of the
          aged
          receivables from the major customer. Management additionally instituted
          a policy
          for recording the recovery of the allowance if any in the period where
          it is
          recovered.
 
 Bad
          debt
          expense for the nine months ended September 30, 2006 and 2005 was $-0-
          and $-0-,
          respectively.
 
 **Cash
          and Cash Equivalents**
 
 The
          Company considers all highly liquid debt instruments and other short-term
          investments with an initial maturity of three months or less to be cash
          equivalents.
 
 The
          Company maintains cash and cash equivalent balances at several financial
          institutions that are insured by the Federal Deposit Insurance Corporation
          up to
          $100,000.
 
 **Accounts
          Receivable**
 
 Accounts
          receivable are presented at face value, net of the allowance for doubtful
          accounts. The allowance for doubtful accounts is established through provisions
          charged against income and is maintained at a level believed adequate by
          management to absorb estimated bad debts based on current economic conditions.
  12
  **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Property
          and Equipment**
 
 Property
          and equipment are stated at cost. Depreciation is computed primarily using
          the
          straight-line method over the estimated useful life of the assets.
 
 Furniture
          and fixtures 5
          years
 Equipment 5
          years
 Trucks 3
          years
 
 **Advertising**
 
 Costs
          of
          advertising and marketing are expensed as incurred. Advertising and marketing
          costs were $1,800 and $2,525 for the nine months ended September 30, 2006
          and
          2005, respectively.
 
 **Fair
          Value of Financial Instruments**
 
 The
          carrying amount reported in the balance sheets for cash and cash equivalents,
          accounts receivable, accounts payable and accrued expenses approximate
          fair
          value because of the immediate or short-term maturity of these financial
          instruments.
 
 **Inventory**
 
 Inventory
          at September 30, 2006 and 2005 consists of raw materials. Included in these
          raw
          materials are top rails, side rails, floating rails, fixed pivot rails,
          lever
          rails and right and left end caps. Inventory is stated at the lower of
          cost or
          market, utilizing the first in, first out method, “FIFO”, to determine which
          amounts are removed from inventory.
 
 **Income
          Taxes**
 
 The
          provision for income taxes includes the tax effects of transactions reported
          in
          the financial statements. Deferred taxes would be recognized for differences
          between the basis for assets and liabilities for financial statement and
          income
          tax purposes. The major difference relates to the net operating loss carry
          forwards generated by sustaining deficits.
 
 **Reclassifications**
 
 Certain
          balances in the 2005 condensed consolidated unaudited financial statements
          have
          been reclassified for comparative purposes to conform to the presentation
          in the
          2006 condensed consolidated unaudited financial statements. These
          reclassifications have not had any impact on net income.
  13
  **NOTE
          2-**  **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Stock-Based
          Compensation**
 
 Employee
          stock awards under the Company's compensation plans are accounted for in
          accordance with Accounting Principles Board Opinion No. 25 (“APB 25”),
“ *Accounting
          for Stock Issued to Employees* ”,
          and
          related interpretations. The Company provides the disclosure requirements
          of
          Statement of Financial Accounting Standards No. 123, “ *Accounting
          for Stock-Based Compensation* ”
(“SFAS
          123”), and related interpretations. Stock-based awards to non-employees are
          accounted for under the provisions of SFAS 123 and has adopted the enhanced
          disclosure provisions of SFAS No. 148 “Accounting for Stock-Based Compensation-
          Transition and Disclosure, an amendment of SFAS No. 123”.
 
 The
          Company measures compensation expense for its employee stock-based compensation
          using the intrinsic-value method. Under the intrinsic-value method of accounting
          for stock-based compensation, when the exercise price of options granted
          to
          employees is less than the estimated fair value of the underlying stock
          on the
          date of grant, deferred compensation is recognized and is amortized to
          compensation expense over the applicable vesting period. In each of the
          periods
          presented, the vesting period was the period in which the options were
          granted.
          All options were expensed to compensation in the period granted rather
          than the
          exercise date.
 
 The
          Company measures compensation expense for its non-employee stock-based
          compensation under the Financial Accounting Standards Board (FASB) Emerging
          Issues Task Force (EITF) Issue No. 96-18, “ *Accounting
          for Equity Instruments that are Issued to Other Than Employees for Acquiring,
          or
          in Conjunction with Selling, Goods or Services* ”.
 
 The
          fair
          value of the option issued is used to measure the transaction, as this
          is more
          reliable than the fair value of the services received. The fair value is
          measured at the value of the Company’s common stock on the date that the
          commitment for performance by the counterparty has been reached or the
          counterparty’s performance is complete. The fair value of the equity instrument
          is charged directly to compensation expense and additional paid-in
          capital.
  14
  **NOTE
            2-**  **SUMMARY
            OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Income
            per Share of Common Stock**
 
 Historical
            net income per common share is computed using the weighted-average number
            of
            common shares outstanding. Diluted earnings per share (EPS) include additional
            dilution from common stock equivalents, such as stock issuable pursuant
            to the
            exercise of stock options and warrants. Common stock equivalents are
            not
            included in the computation of diluted earnings per share when the Company
            reports a loss because to do so would be antidilutive for the periods
            presented.
 
 The
            following is a reconciliation of the computation for basic and diluted
            EPS:
   **September
                    30,****2006**
                
                **2005**Net
                    income
                
                $
                286,782
                
                $
                719,261Weighted-average
                    common shares outstandingBasic
                
                
                8,460,000
                
                
                8,460,000Weighted-average
                    common stock equivalentsStock
                    options
                
                
                -
                
                
                -Warrants
                
                
                -
                
                
                -Weighted-average
                    common shares outstandingDiluted
                
                
                8,460,000
                
                
                8,460,000






**Recent
        Accounting Pronouncements**
 
 In
        September 2001, the Financial Accounting Standards Board issued Statements
        of
        Financial Accounting Standards No. 141, *Business
        Combinations,* and
        No.
        142, *Goodwill
        and Other Intangible Assets,* effective
        for fiscal years beginning after December 15, 2001. Under the new rules,
        the
        pooling of interests method of accounting for business combinations are no
        longer allowed and goodwill and intangible assets deemed to have indefinite
        lives will no longer be amortized but will be subject to annual impairment
        tests
        in accordance with the Statements. Other intangible assets will continue
        to be
        amortized over their useful lives. The Company adopted these new standards
        effective January 1, 2002.






15






**NOTE
        2-**  **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Recent
        Accounting Pronouncements (continued)**
 
 On
        October 3, 2001, the FASB issued Statement of Financial Accounting Standards
        No.
        144, “ *Accounting
        for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
        Of,”* and
        portions of Accounting Principles Board Opinion 30, “Reporting the Results of
        Operations.” This Standard provides a single accounting model for long-lived
        assets to be disposed of and significantly changes the criteria that would
        have
        to be met to classify an asset as held-for-sale. Classification as held-for-sale
        is an important distinction since such assets are not depreciated and are
        stated
        at the lower of fair value and carrying amount. This Standard also requires
        expected future operating losses from discontinued operations to be displayed
        in
        the period(s) in which the losses are incurred, rather than as of the
        measurement date as presently required. The Company has applied the provisions
        of FASB 144, with respect to the sale of Zingo Sales.
 
 In
        May
        2003, the FASB issued SFAS No. 150, “Accounting for certain Financial
        Instruments with Characteristics of both Liabilities and Equity” (“SFAS No.
        150”). SFAS 150 requires that certain financial instruments issued in the form
        of shares that are mandatorily redeemable as well as certain other financial
        instruments be classified as liabilities in the financial statements. SFAS
        No.
        150 is effective for financial instruments entered into or modified after
        May
        31, 2003. The adoption of SFAS No. 150 did not have a material affect on
        the
        Company’s reported financial results.
 
 On
        December 16, 2004, the Financial Accounting Standards Board ("FASB") published
        Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based
        Payment ("SFAS 123R"). SFAS 123R requires that compensation cost related
        to
        share-based payment transactions be recognized in the financial statements.
        Share-based payment transactions within the scope of SFAS 123R include stock
        options, restricted stock plans, performance-based awards, stock appreciation
        rights, and employee share purchase plans. The provisions of SFAS 123R are
        effective for small business issuers as of the first interim period that
        begins
        after December 15, 2005. Accordingly, the Company has implemented the revised
        standard in the first quarter of fiscal year 2006. The adoption of SFAS No.
        153
        did not have a material effect on the Company’s reported financial
        results.
  16
  **NOTE
        3-**  **ACCOUNTS
        RECEIVABLE**
 
 Accounts
        receivable consists of the following at September 30, 2006:
  **2006**Accounts
                    receivable
                
                $
                752,823Less
                    allownace for doubtful accounts
                
                
                -Total
                    accounts receivable, net
                
                $
                752,823






**NOTE
        4-**  **PROPERTY
        AND EQUIPMENT**
 
 Property and equipment consists of the following at September 30,
        2006:
 **2006**Equipment
                
                $
                130,939Furniture
                    and Fixtures
                
                
                112,022Transportation
                    Equipment
                
                
                54,622297,583Less:
                    Accumulated Depreciation
                
                
                166,115Net
                    Book Value
                
                $
                131,468






**NOTE
        5-**  **RELATED
        PARTY TRANSACTIONS**
 
 On
        January 28, 2002, Sign Media Systems, Inc. was formed as a Florida Corporation
        but did not begin business operations until April 2002. Most of the revenue
        that
        Sign Media Systems, Inc. earned was contract work with Go! Agency, LLC, a
        Florida limited liability company, a related party. Sign Media Systems, Inc.
        would contract Go! Agency, LLC to handle and complete jobs. There was no
        additional revenue or expense added from one entity to the other.
 
 On
        September 15, 2004, the Company entered into a loan agreement with Go! Agency,
        LLC and in connection therewith executed a promissory note with a future
        advance
        clause in favor of Go! Agency whereby Go! Agency agreed to loan the Company
        up
        to a maximum of $100,000 for a period of three years, with interest accruing
        on
        the unpaid balance at 18% per
  17
  **NOTE
        5-**  **RELATED
        PARTY TRANSACTIONS**
 **(CONTINUED)**
 
 annum,
        payable interest only monthly, with the entire unpaid balance due and payable
        in
        full on September 24, 2005. At September 30, 2006 and 2005, the Company was
        indebted to Go! Agency in the amount of $0 and $17,584, respectively and
        interest expense on this note was $0 and $918 for the nine months ended
        September 30, 2006 and 2005, respectively.
 
 On
        June
        28, 2005, the Company loaned $1,200,000 to Olympus Leasing Company, a related
        party. At June 28, 2005, Antonio F. Uccello, III, was, and is now the President,
        Chairman, a minority owner of the issued and outstanding shares of stock
        of
        Olympus Leasing and reports to its board of directors. Antonio F. Uccello,
        III,
        was and is one of the Company’s officers and directors and an indirect
        shareholder of Sign Media Systems, Inc. The loan is for a period of five
        years
        with interest accruing on the unpaid balance at 5.3% per annum payable annually,
        with the entire principle and unpaid interest due and payable in full on
        June
        28, 2010.
 
 **NOTE
        6-**  **PROVISION
        FOR INCOME TAXES**
 **2006**Current
                    tax expense
                
                $
                77,765Benefit
                    of loss carry forward
                
                $
                -Net
                    current expense
                
                $
                77,765




**NOTE
        7-**  **CONCENTRATION
        OF CREDIT RISK**
 
 A
        material part of the Company’s business was dependent upon one key customer
        during the nine months ended September 30, 2006 and 2005. Sales to this customer
        were approximately 99% and 99%, respectively.
 
 **NOTE
        8-**  **STOCKHOLDERS’
        EQUITY**
 
 As
        of
        September 30, 2006 and 2005, there were 100,000,000 shares of common stock
        authorized.
 
 As
        of
        September 30, 2006 and 2005, there were 8,460,000 shares of common stock
        issued
        and outstanding, respectively.
   18




**Item
        2. Management's Discussion and Analysis or Plan of
        Operation.**
 
 THE
        FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        OF THE
        COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES
        THERETO INCLUDED ELSEWHERE IN THIS REPORT.
 
 THIS
        DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
        UNCERTAINTIES, AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
        THOSE
        ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
        INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET AND ECONOMIC
        CONDITIONS.
 
 RESULTS
        OF CONTINUING OPERATIONS
 
 The
        following tables sets forth certain of our summary selected unaudited operating
        and financial data. The following table should be read in conjunction with
        all
        other financial information and analysis presented herein.
 
 Nine
        Months Ended
 September
        30
 
 2006
              
              2005Revenue
              
              $
              734,494
              
              $
              1,436,923Cost
                  of Goods Sold
              
              
              26,929
              
              
              28,299Gross
                  Profit (Loss)
              
              
              707,565
              
              
              1,408,624Total
                  Operating Expenses
              
              
              366,729
              
              
              641,851Net
                  Income (Loss) Before
                Other
                  Income (Expense)
              
              
              340,836
              
              
              766,773Total
                  Other Income
                (Expense)
              
              
              23,721
              
              
              13,488Net
                  Income (Loss)Before
                Provision
                  For Income
                Taxes
              
              
              364,557
              
              
              780,261Provision
                  For Income
                Taxes
              
              
              77,775
              
              
              61,000Net
                  Income (Loss)
                Applicable
                  To Common
                Shares
              
              $
              286,782
              
              $
              719,261Net
                  Income (Loss) Per
                Basic
                  And Diluted Shares
              
              $
              0.03
              
              $
              0.09Weighted
                  Average
                Number
                  OF Common
                Shares
                  Outstanding
              
              
              8,460,000
              
              
              8,460,000Gross
                  profit margin
              
              
              96%
              
              
              98%
 
 The
        Company restated its June 30, 2005, financial statements to reclassify $500,000
        that was posted directly to additional paid-in capital that should have been
        posted as a recovery of bad debt. The $500,000 recovery of bad debt is now
        included in revenue. The effect of this June 30, 2005, restatement did not
        affect total stockholders’ equity. The effect did increase revenue for the nine
        months ended September 30, 2005, from $936,923 to 1,436,923, net income after
        provision for income taxes from $219,261 to $719,261 and earnings per share
        from
        .03 to$0.09. The recovery of the $500,000 of bad debt was due entirely to
        a cash
        payment to the Company by one key customer that contributes the bulk of the
        Company’s revenue.
  19
  
 **Item
        2. Management's Discussion and Analysis or Plan of
        Operation.**
 
 THE
        FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS
        OF THE
        COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES
        THERETO INCLUDED ELSEWHERE IN THIS REPORT.
 
 THIS
        DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
        UNCERTAINTIES, AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
        THOSE
        ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
        INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET AND ECONOMIC
        CONDITIONS.
 
 RESULTS
        OF CONTINUING OPERATIONS
 
 The
        following tables sets forth certain of our summary selected unaudited operating
        and financial data. The following table should be read in conjunction with
        all
        other financial information and analysis presented herein.
 
 Nine
        Months Ended
 September
        30
 
 2006
              
              2005Revenue
              
              $
              734,494
              
              $
              1,436,923Cost
                  of Goods Sold
              
              
              29,929
              
              
              28,299Gross
                  Profit (Loss)
              
              
              707,565
              
              
              1,408,624Total
                  Operating Expenses
              
              
              366,729
              
              
              641,851Net
                  Income (Loss) Before
                Other
                  Income (Expense)
              
              
              340,836
              
              
              766,773Total
                  Other Income
                (Expense)
              
              
              23,721
              
              
              13,488Net
                  Income (Loss)Before
                Provision
                  For Income
                Taxes
              
              
              364,557
              
              
              780,261Provision
                  For Income
                Taxes
              
              
              77,775
              
              
              61,000Net
                  Income (Loss)
                Applicable
                  To Common
                Shares
              
              $
              286,782
              
              $
              719,261Net
                  Income (Loss) Per
                Basic
                  And Diluted Shares
              
              $
              0.03
              
              $
              0.09Weighted
                  Average
                Number
                  OF Common
                Shares
                  Outstanding
              
              
              8,460,000
              
              
              8,460,000Gross
                  profit margin
              
              
              96%
              
              
              98%
 
 The
        Company restated its June 30, 2005, financial statements to reclassify $500,000
        that was posted directly to additional paid-in capital that should have been
        posted as a recovery of bad debt. The $500,000 recovery of bad debt is now
        included in revenue. The effect of this June 30, 2005, restatement did not
        affect total stockholders’ equity. The effect did increase revenue for the nine
        months ended September 30, 2005, from $936,923 to 1,436,923, net income after
        provision for income taxes from $219,261 to $719,261 and earnings per share
        from
        .03 to. The recovery of the $500,000 of bad debt was due entirely to a cash
        payment to the Company by one key customer that contributes the bulk of the
        Company’s revenue.
 
 20
 
 For
        the
        nine months ended September 30, 2006, the Company had Total Revenue of $734,494,
        Cost of Goods Sold of $26,929, Gross profit of $707,565, Total Operating
        Expenses of $366,729, Net Income (Loss) Before Other Income (Expense) of
        $340,836, Total Other Income (Expense) of $23,721, Net Income (Loss) Before
        Provision For Income Taxes of $364,557, a Provision For Income Taxes of $77,775,
        Net Income (Loss) Applicable To Common Shares of $286,782 and Net Income
        (Loss)
        Per Basic and Diluted Shares of $0.03 based on 8,460,000 Weighted Average
        Number
        Of Common Shares Outstanding.
 
 For
        the
        nine months ended September 30, 2005, the Company had Total Revenue of
        $1,436,923 which included a $500,000 recovery of bad debt, Cost of Goods
        Sold of
        $28,299, Gross profit of $1,408,624, Total Operating Expenses of $641,851,
        Net
        Income (Loss) Before Other Income (Expense) of $766,773, Total Other Income
        (Expense) of $13,488, Net Income (Loss) Before Provision For Income Taxes
        of
        $780,261, a Provision For Income Taxes of $61,000, Net Income (Loss) Applicable
        To Common Shares of $719,261 and Net Income (Loss) Per Basic and Diluted
        Shares
        of $0.09 based on 8,460,000 Weighted Average Number Of Common Shares
        Outstanding.
 
 Three
        Months Ended
 September
        30
 
 2006
              
              2005Revenue
              
              $
              5,816
              
              $
              425,538Cost
                  of Goods Sold
              
              
              11,109
              
              
              14,903Gross
                  Profit (Loss)
              
              
              (5,293)
              
              
              410,635Total
                  Operating Expenses
              
              
              89,455
              
              
              240,057Net
                  Income (Loss) Before
                Other
                  Income (Expense)
              
              
              (94,748)
              
              
              170,578Total
                  Other Income
                (Expense)
              
              
              7,001
              
              
              15,102Net
                  Income (Loss) Before
                Provision
                  For Income
                Taxes
              
              
              (87,747)
              
              
              185,680Provision
                  For Income
                Taxes
              
              
              -
              
              
              61,000Net
                  Income (Loss)
                Applicable
                  To Common
                Shares
              
              $
              (87,747)
              
              $
              124,680Net
                  Income (Loss) Per
                Basic
                  And Diluted Shares
              
              $
              (0.01)
              
              $
              0.01Weighted
                  Average
                Number
                  OF Common
                Shares
                  Outstanding
              
              
              8,460,000
              
              
              8,460,000Gross
                  profit margin
              
              
              (91%)
              
              
              96%
 
 For
        the
        three months ended September 30, 2006, the Company had Total Revenue of $5,816,
        Cost of Goods Sold of $11,109, Gross Profit (Loss) of $(5,293), Total Operating
        Expenses of $89,455, Net Income (Loss) Before Other Income (Expense) of
        $(94,748), Total Other Income (Expense) of $7,001, Net Income (Loss) Before
        Provision For Income Taxes of $(87,747), a Provision For Income Taxes of
        $-, Net
        Income (Loss) Applicable To Common Shares of $(87,747) and Net Income (Loss)
        Per
        Basic and Diluted Shares of $(0.01) based on 8,460,000 Weighted Average Number
        Of Common Shares Outstanding.
 
 21
 
 For
        the
        three months ended September 30, 2005, the Company had Total Revenue of
        $425,538, Cost of Goods Sold of $14,903, Gross Profit (Loss) of $410,635,
        Total
        Operating Expenses of $240,057, Net Income (Loss) Before Other Income (Expense)
        of $170,578, Total Other Income (Expense) of $15,102, Net Income (Loss) Before
        Provision For Income Taxes of $185,680, a Provision For Income Taxes of $61,000,
        Net Income (Loss) Applicable To Common Shares of $124,680 and Net Income
        (Loss)
        Per Basic and Diluted Shares of $0.01 based on 8,460,000 Weighted Average
        Number
        Of Common Shares Outstanding.
 
 MANAGEMENT’S
        DISCUSSION
 
 The
        Company is in the business of developing,
        manufacturing and marketing mobile billboard mounting systems, which are
        mounted
        primarily on truck sides, rear panels and breaking panel roll up doors. The
        Company also produces digitally created outdoor, full color vinyl images,
        which
        are inserted into the mounting systems and displayed primarily on trucks.
        The
        Company has developed mounting systems which allow the digital images to
        easily
        slide into an aluminum alloy extrusion with a cam-lever that snaps
        closed stretching the image tight as a drum ,
        and
        that also easily opens to free the image for fast removals and change outs
        without damaging the truck body or the Fleet Graphics. The mounting systems’
proprietary cam-lever technology is the key to their operation.
 
 The
        Company’s revenue comes from three primary sources; sales of the mobile
        billboard mounting systems, sales of digital printing, and sales of third
        party
        advertising utilizing the mobile billboard mounting systems.
 
 During
        the nine months ended September 30, 2006, $727,238 or 99.96% of the Company’s
        revenue came from the sale of its mobile bill board mounting systems, $0.00
        or
        0% of the Company’s revenue came from the sale of third party advertising and
        $7,256 or 0.04% of the Company’s revenue came from the sale of digital
        printing.
 
 During
        the nine months ended September 30, 2005, $1,418,550 or 98% of the Company’s
        revenue came from the sale of its mobile billboard mounting systems, $0 or
        0% of
        the Company’s revenue came from the sale of third party advertising and $18,373
        or 2% of the Company’s revenue came from the sale of digital
        printing.
 
 During
        the three months ended September 30, 2006, $2,988 or 51% of the Company’s
        revenue came from the sale of its mobile bill board mounting systems, $0.00
        or
        0% of the Company’s revenue came from the sale of third party advertising and
        $2,827 or 49% of the Company’s revenue came from the sale of digital
        printing.
 
 During
        the three months ended September 30, 2005, $421,292 or 99.5% of the Company’s
        revenue came from the sale of its mobile bill board mounting systems, $0.00
        or
        0% of the Company’s revenue came from the sale of third party advertising and
        $4,246 or 0.5% of the Company’s revenue came from the sale of digital
        printing.
 
 A
        material part of the Company’s business is currently dependent upon one key
        customer, Advanced Advertising Network, LLC of Lake Mary, Florida. Advanced
        Advertising Network, LLC is not a related party. During the nine months ended
        September 30, 2006, the Company’s sales to this key customer were approximately
        $727,238 or 99% of all sales. During the nine months ended September 30,
        2005,
        the Company’s sales to this key customer were approximately $1,321,969 or 92% of
        all sales. During the three months ended September 30, 2006, the Company’s sales
        to this key customer were approximately $0.00 or 0% of all sales. During
        the
        three months ended September 30, 2005, the Company’s sales to this key customer
        were approximately $411,684 or 97% of all sales.
 
 The
        decline in revenue for the nine and three months ended September 30, 2006
        is due
        exclusively to the failure of the Company’s key customer, Advanced Advertising
        Network, LLC of Lake Mary, Florida to maintain consistent sales. The decline
        in
        professional fees and administrative payroll for the nine and three months
        ended
        September 30, 2006 is due to the reduction in the Company’s operating staff as
        the Company continues to rely on it distributorship model for sales. The
        decline
        in general and administrative expenses for the nine and three months ended
        September 30, 2006 is due to the lack of expected sales and the development
        of
        new truck side mounting systems that require fewer parts and which is less
        expensive to assemble.
 
 The
        Company continues to rely on this customer for the majority of its sales.
        However, the Company is moving forward to expand its distribution base so
        that
        it will no longer depend on this one key customer. There can be no guarantee
        that the Company will be able to diversify its distribution base.
 
 The
        Company continues to rely on this key customer for the majority of its sales.
        However, the Company is moving forward to expand its distribution base so
        that
        it will no longer depend on this one key customer. There can be no guarantee
        that the Company will be able to diversify its distribution base.
 
 On
        June
        28, 2005, the Company loaned, $1,200,000 to Olympus Leasing Company, a related
        party. At
        June
        28, 2005, Antonio F. Uccello, III, was, and is now the President, Chairman
        and a
        minority owner of the issued and outstanding shares of stock of Olympus Leasing
        and reports to its board of directors. Antonio F. Uccello, III, was and is
        one
        of the Company’s officers and directors and an indirect shareholder of Sign
        Media Systems, Inc. The
        loan
        is for a period of five years with interest accruing on the unpaid balance
        at
        5.3% per annum payable annually, with the entire principal and unpaid interest
        due and payable in full on June 28, 2010. There is no prepayment penalty.
        The
        purpose of the loan was to obtain a higher interest rate than is currently
        available at traditional banking institutions. Olympus Leasing’s primary
        business is making secured loans to chiropractic physicians throughout the
        United States for the purchase of chiropractic adjustment tables. The loans
        are
        generally for less than $3,000 each and are secured by a first lien on each
        chiropractic adjustment table. Each loan is personally guaranteed by the
        chiropractic physician. The rate of return on the Olympus Leasing loans is
        between 15% and 25% per annum. To date, Olympus Leasing has suffered no loss
        from any loan to a chiropractic physician for the purchase of a chiropractic
        adjustment table. There is an excellent market for the re-sale of chiropractic
        adjustment tables, which may be the subject of a foreclosure. Olympus Leasing
        currently has in excess of $1,000,000 in outstanding finance receivables
        from
        chiropractic physicians secured by a first lien on each chiropractic adjustment
        table. Since the making of the loan by the Company to Olympus Leasing, Olympus
        Leasing has made principal re-payments to the Company of $769,671 pursuant
        to
        the note attached hereto as Exhibit 10.6. Because of the foregoing facts,
        the
        Company believes that the probability of a default on the loan by it to Olympus
        Leasing is unlikely. The Company believes, but cannot guarantee, that the
        loan
        to Olympus Leasing will not affect liquidity.
 
 **Item
        3. Controls and Procedures.**
 
 (a)
        Evaluation of Disclosure Controls and Procedures
 
 The
        term
        "disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e)
        of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
        This
        term refers to the controls and procedures of a company that are designed
        to
        ensure that information required to be disclosed by a company in the reports
        that it files under the Exchange Act is recorded, processed, summarized,
        and
        reported within the required time periods. Our Chief Executive Officer and
        our
        Chief Financial Officer have evaluated the effectiveness of our disclosure
        controls and procedures as of the end of the period covered by this annual
        report. They have concluded that, as of that date, our disclosure controls
        and
        procedures were effective at ensuring that required information will be
        disclosed on a timely basis in our reports filed under the Exchange
        Act.
 
 (b)
        Changes in Internal Control over Financial Reporting
 
 22
 
 No
        change
        in our internal control over financial reporting (as defined in Rules 13a-15(f)
        and 15d-15(f) under the Exchange Act) occurred during the period covered
        by this
        report that has materially affected, or is reasonably likely to materially
        affect, our internal control over financial reporting.
 
 **PART
        II — OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings.**
 
 There
        are
        no pending or threatened legal proceedings against the Company or any of
        its
        subsidiaries.
 
 **Item
        2. Changes in Securities.**
 
 NONE
 
 **Item
        3. Defaults Upon Senior Securities**
 
 NONE
 
 **Item
        4. Submission of Matters to a Vote of Security Holders.**
 
 NONE
 
 **Item
        5. Other Information.**
 
 NONE
 
 **Item
        6. Exhibits and Reports on Form 8-K.**
 
 **INDEX
        TO EXHIBITS.**
 
 **EXHIBIT**
 **NUMBER**  **DESCRIPTION
        OF EXHIBITS**
 -------------------------------------------------------------------------------------------------
 
 10.6
              Promissory
                  Note described in Part I, Item 2 above incorporated herein reference
                  from
                  the Company’s Form 10-QSB/A2 dated November 11, 2005, and filed with the
                  Securities and Exchange Commission on November 18,
                  2005.
 
 31.1
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.
 
 31.2
              Certification
                  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.
 
 32.1
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002
 
 32.2
              Certification
                  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
                  as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.
 
 The
        Company filed no Forms 8K for the quarter ended September 30, 2006.
 
 **SIGNATURES**
  In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 SIGN
                  MEDIA SYSTEMS, INC.
                (Registrant)DateNovember
                  14, 2006
              /s/Antonio
                  F. Uccello, III
                Antonio
                  F. Uccello, III
                Chief
                  Executive Officer
                Chairman
                  of the Board






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