**UNITED
      STATES** **SECURITIES
      AND EXCHANGE COMMISSION** **Washington,
      D.C. 20549**







**FORM
      10-QSB/A**


**(Second
          Amendment)**


(Mark
      One)


[
                X
                ]
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the quarterly period ended June 30, 2005[
                ]
            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)







**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
      June 30, 2005.





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





**PART
        I — FINANCIAL INFORMATION**
 **Item
        1. Financial Statements.**














**SIGN
      MEDIA SYSTEMS, INC.**





**CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS**





**FOR
      THE SIX MONTHS ENDED**





**JUNE
      30, 2005 AND 2004** ****







2











**SIGN
      MEDIA SYSTEMS, INC.**





**INDEX
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS** **CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**





Condensed
                Consolidated Balance Sheet (Unaudited) as of June 30, 2005
            4Condensed
                Consolidated Statements of Income for the Six and Three
                Months
            5Ended
                June 30, 2005 and 2004 (Unaudited)Condensed
                Consolidated Statements of Cash Flows for the Six Months
                EndedJune
                30, 2005 and 2004 (Unaudited)
            6Notes
                to Condensed Consolidated Financial Statements
            7-14







**SIGN
      MEDIA SYSTEMS, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEET**


**JUNE
      30, 2005**


**(UNAUDITED)**





**ASSETS****(restated)****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              13,705Accounts
                  receivable
              
              
              8,929Inventory
              
              
              78,036**Total
                  current assets**
              
              
              100,670**PROPERTY
                  AND EQUIPMENT - Net**
              
              
              186,527**OTHER
                  ASSETS**Due
                  from related parties
              
              
              1,200,000**Total
                  other assets**
              
              
              1,200,000**TOTAL
                  ASSETS**
              
              $
              1,487,197**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Deferred
                  revenue
              
              $
              250,000Liability
                  for stock to be issued
              
              
              224,900Accounts
                  payable and accrued expenses
              
              
              222,823Due
                  to related parties
              
              
              19,985Current
                  portion of long-term debt
              
              
              9,211**Total
                  current liabilities**
              
              
              726,919**Long-term
                  debt - net of current portion**
              
              
              51,184**TOTAL
                  LIABILITIES**
              
              $
              778,103**STOCKHOLDERS'
                  EQUITY**Common
                  stock, no par value, 100,000,000 shares authorized atJune
                  30, 2005 and 8,460,000 shares issued and outstandingat
                  June 30, 2005
              
              $
              5,000Additional
                  paid-in capital
              
              
              671,700Accumulated
                  deficit
              
              
              32,394**Total
                  stockholders' equity**
              
              
              709,094**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              1,487,197


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


F
          -
          1


**SIGN
      MEDIA SYSTEMS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004 (UNAUDITED)**




**2005**
              
              **2004****(restated)****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  income
              
              $
              594,581
              
              $
              231,261Adjustments
                  to reconcile net income to net cash provided byoperating
                  activitiesRecovery
                  of allowance for accounts receivable
              
              
              (500,000
              )
              
              -Depreciation
              
              
              24,941
              
              
              16,715**Changes
                  in assets and liabilities:**(Increase)
                  in accounts receivable
              
              
              1,041,649
              
              
              (235,582
              )(Increase)
                  decrease in inventory
              
              
              7,536
              
              
              2,850Decrease
                  in prepaid expenses and other current assets
              
              
              4,000
              
              
              39,666(Increase)
                  in miscellaneous receivable
              
              
              -
              
              
              (4,000
              )Increase
                  in accounts payable and accrued expenses
              
              
              52,834
              
              
              17,248Increase
                  in deferred revenue
              
              
              250,000
              
              
              -**Total
                  adjustments**
              
              
              880,960
              
              
              (163,103
              )**Net
                  cash provided by operating activities**
              
              
              1,475,541
              
              
              68,158**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Acquisition
                  of property and equipment
              
              
              (86,913
              )
              
              (47,230
              )**Net
                  cash (used in) investing activities**
              
              
              (86,913
              )
              
              (47,230
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Increase
                  in liability for stock to be issued
              
              
              24,900
              
              
              -Payments
                  on long-term debt
              
              
              (9,209
              )
              
              (52,089
              )Payments
                  on debt - related parties
              
              
              (1,396,966
              )
              
              (183,142
              )Contribution
                  of additional paid-in capital
              
              
              -
              
              
              200,000**Net
                  cash (used in) financing activities**
              
              
              (1,381,275
              )
              
              (35,231
              )**NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
              
              
              7,353
              
              
              (14,303
              )**CASH
                  AND CASH EQUIVALENTS - BEGINNING OF PERIOD**
              
              
              6,352
              
              
              47,068**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              
              $
              13,705
              
              $
              32,765**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid during the period for interest.
              
              $
              -
              
              $
              35,132**SUPPLEMENTAL
                  NON-CASH INVESTING ACTIVITIES:**Conversion
                  of liability to common stock
              
              $
              -
              
              $
              324,000








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





F
          -
          2


**SIGN
      MEDIA SYSTEMS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME**


**FOR
      THE SIX AND THREE MONTHS ENDED JUNE 30, 2005 AND 2004
      (UNAUDITED)**




**SIX
                  MONTHS ENDED**
              
              
              
              **THREE
                  MONTHS ENDED****June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,**
              
              **June
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004****(restated)**
              
              
              
              **(restated)****REVENUE**
              
              $
              511,385
              
              $
              654,484
              
              $
              489,114
              
              $
              371,884Other
                  revenue**-**recovery
                  of bad debt
              
              
              500,000
              
              
              -
              
              
              500,000
              
              
              -**Total
                  revenue**
              
              
              1,011,385
              
              
              654,484
              
              
              989,114
              
              
              371,884**COST
                  OF GOODS SOLD**
              
              
              13,396
              
              
              94,260
              
              
              10,889
              
              
              39,116**GROSS
                  PROFIT**
              
              
              997,989
              
              
              560,224
              
              
              978,225
              
              
              332,768**OPERATING
                  EXPENSES**Professional
                  fees
              
              
              33,854
              
              
              28,021
              
              
              13,244
              
              
              6,664General
                  and administrative expenses
              
              
              343,798
              
              
              249,095
              
              
              186,534
              
              
              94,926Depreciation
              
              
              24,941
              
              
              16,715
              
              
              13,050
              
              
              12,215**Total
                  operating expenses**
              
              
              402,593
              
              
              293,831
              
              
              212,828
              
              
              113,805**NET
                  INCOME BEFORE OTHER INCOME (EXPENSE)**
              
              
              595,396
              
              
              266,393
              
              
              765,397
              
              
              218,963**OTHER
                  INCOME (EXPENSE)**Other
                  income
              
              
              103
              
              
              -
              
              
              101
              
              
              -Interest
                  expense
              
              
              (918
              )
              
              (35,132
              )
              
              (615
              )
              
              (35,040
              )**Total
                  Other Income (Expense)**
              
              
              (815
              )
              
              (35,132
              )
              
              (514
              )
              
              (35,040
              )**NET
                  INCOME BEFORE PROVISION FOR INCOME TAXES**
              
              
              594,581
              
              
              231,261
              
              
              764,883
              
              
              183,923Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -**NET
                  INCOME APPLICABLE TO COMMON SHARES**
              
              $
              594,581
              
              $
              231,261
              
              $
              764,883
              
              $
              183,923**NET
                  INCOME PER BASIC AND DILUTED SHARES**
              
              
              0.070
              
              
              0.028
              
              
              0.090
              
              
              0.022**WEIGHTED
                  AVERAGE NUMBER OF COMMON****SHARES
                  OUTSTANDING**
              
              
              8,460,000
              
              
              8,256,631
              
              
              8,460,000
              
              
              8,460,000


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





F
          -
          3


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**JUNE
      30, 2005 AND 2004**





**NOTE
      1-** **ORGANIZATION
      AND BASIS OF PRESENTATION**





The
      condensed unaudited interim financial statements included herein have been
      prepared by Sign Media Systems, Inc. (the “Company”) without audit, pursuant to
      the rules and regulations of the Securities and Exchange Commission (the “SEC”).
      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 as allowed by
      such rules and regulations, and the Company believes that the disclosures are
      adequate to make the information presented not misleading. It is suggested
      that
      these condensed consolidated financial statements be read in conjunction with
      the December 31, 2004 audited financial statements and the accompanying notes
      thereto. While management believes the procedures followed in preparing these
      condensed 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 that year.





The
      management of the Company believes that the accompanying unaudited condensed
      consolidated financial statements contain all adjustments (including normal
      recurring adjustments) necessary to present fairly the operations and cash
      flows
      for the periods presented.





The
      Company began business as Go! Agency LLC, a Florida Limited Liability Company
      (“Go Agency”). Go Agency was formed in April 2000 , principally
      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.





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:


Accounts
                  receivable
              
              $
              30,668Fixed
                  assets, net of depreciation
              
              
              112,214Other
                  assets
              
              
              85,264Accounts
                  payable
              
              
              (29,242
              )Notes
                  payable
              
              
              (27,338
              )Other
                  payables
              
              
              (115,864
              )Totals
              
              $
              55,702





F
          -
          4


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2005 AND 2004**





**NOTE
      1-** **ORGANIZATION
      AND BASIS OF PRESENTATION (CONTINUED)**





Go
      Agency
      was formed to pursue third party truck 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 recoded
      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 Powerhouse, Inc., a Delaware corporation and its wholly owned
      subsidiary, Sign Media Systems Acquisition Company, Inc., a Florida corporation
      and Signs Media Systems, Inc. Pursuant to the merger agreement, Signs 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. Some time prior to the merger, American
      Powerhouse had acquired certain technology for the manufacture of a water
      machine in the form of a water cooler that manufactures water from ambient
      air.
      However, American Powerhouse was not engaged in the business of manufacturing
      and distributing the water machine but was engaged in the licensing of that
      right to others. Prior to the merger, American Powerhouse 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 this merger. As consideration for the merger, Sign Media Systems
      issued 300,000 shares of its common stock to American Powerhouse, 100,000 shares
      in the year ending December 31, 2002, 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. 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 $400,000 and subsequently
      impaired the entire amount.


F
          -
          5


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2005 AND 2004**





**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Principles
      of Consolidation**





The
      condensed consolidated 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 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. Typically, the Company recognizes revenue
      when orders are placed and they receive deposits on those orders. In regard
      to
      the revenue recognition of third party advertising, the Company recognizes
      the
      revenue once they have completed the task for which the consumer
      paid.





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 diminimus. 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 six months ended June 30, 2005 and 2004.






F
          -
          6


**SIGN
        MEDIA SYSTEMS, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **JUNE
        30, 2005 AND 2004**


**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 December 31, 2004, was uncharacteristically slow in paying their
      outstanding invoices during December 31, 2004. Management after discussing
      the
      situation with the customer determined that an allowance for doubtful accounts
      should be set at $500,000.





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.





In
      the
      interim period ended June 30, 2005, the entire $500,000 established by the
      Company in 2004 as an allowance for doubtful accounts was paid in full by cash
      payment. In accordance with the Company’s policies for Provisions for Bad Debt,
      the Company reversed its entry made in 2004 relating to the allowance for
      doubtful accounts and recorded the cash receipt.





**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.





**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
                  yearsEquipment
              5
                  yearsTrucks
              5
                  years


F
          -
          7


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2005 AND 2004**







**NOTE
      2-** **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





**Accounts
      Receivable**





Management
      believes that all accounts receivable as of June 30, 2005 are fully collectible.
      Therefore, no allowance for doubtful accounts is recorded. The Company recovered
      $500,000 in the quarter ended June 30, 2005 that was previously recorded as
      an
      allowance for bad debt.





**Advertising**





Costs
      of
      advertising and marketing are expensed as incurred. Advertising and marketing
      costs were $1,800 and $3,020 for the six months ended June 30, 2005 and 2004,
      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.





**Earnings
      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.





**Earnings
      per Share of Common Stock (Continued)**





The
      following is a reconciliation of the computation for basic and diluted
      EPS:




**June
                  30,**2005
              
              2004Net
                  income
              
              $
              594,581
              
              $
              231,261Weighted-average
                  common shares outstandingBasic
              
              
              8,460,000
              
              
              8,256,631Weighted-average
                  common stock equivalentsStock options
              
              
              -
              
              
              -Warrants
              
              
              -
              
              
              -Weighted-average
                  common shares outstandingDiluted
              
              
              8,460,000
              
              
              8,256,631







F
          -
          8


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2005 AND 2004**







**NOTE
      3-** **PROPERTY
      AND EQUIPMENT**




Property
      and equipment consist of the following at June 30, 2005 and 2004:


2005
              
              2004Equipment
              
              $
              104,234
              
              $
              71,634Furniture
                  and Fixtures
              
              
              112,022
              
              
              41,798Transportation
                  Equipment
              
              
              54,621
              
              
              54,621270,877
              
              
              168,053Less:
                  accumulated depreciation
              
              
              84,350
              
              
              34,484Net
                  Book Value
              
              $
              186,527
              
              $
              133,569


Depreciation
      expense for the six months ended June 30, 2005 and 2004 was $24,941 and $16,715,
      respectively.





**NOTE
      4-** **COMMITMENTS
      AND CONTINGENCIES**





The
      Company entered into a lease agreement on November 1, 2002 with Hawkeye Real
      Estate, LLC, a related entity, to lease warehouse and office space. The lease
      expires on December 30, 2007, and provides that SMS pay all applicable sales
      and
      use tax, insurance and maintenance. The total minimum rental commitments at
      June
      30, 2005 under this lease are as follows:


2005
              
              $
              30,0002006
              
              
              30,0002007
              
              
              15,000$
              75,000





Rent
      expense for the six months ended June 30, 2005 and 2004 was $16,050, and
      $19,086, respectively.





**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
      January 3, 2003, the Company entered into a loan agreement with Olympus Leasing
      Company, a related party, and in connection therewith executed a promissory
      note
      with a future advance clause in favor of Olympus Leasing, whereby Olympus
      Leasing agreed to loan the Company up to a maximum of $1,000,000 for a period
      of
      three years, with interest accruing on the unpaid balance at 18% per annum,
      payable interest only monthly, with the entire unpaid balance due and payable
      in
      full on January 3, 2006. As of June 30, 2005 there was $0 due to Olympus. Other
      due to related party advances were $19,985. Due from related parties totaled
      $19,985 at June 30, 2005.


F
          -
          9


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2005 AND 2004**








**NOTE
      5-** **RELATED
      PARTY TRANSACTIONS (CONTINUED)**





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. 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 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 payments to the Company of $228,000 pursuant to the note
      attached hereto as Exhibit 10.6. Because of the foregoing facts, the Company
      believes there is the probability of a default on the loan by it to Olympus
      Leasing is unlikely. For the six months ended June 30, 2005, the Company had
      net
      income of over $500,000. Moreover, the Company has achieved substantial savings
      on manufacturing costs because of engineering advances which has reduced the
      Company’s cost of goods sold. In the Company’s Form 10-KSB/A at December 31,
      2004, it budgeted approximately $1,300,000 of expenses for the year ending
      December 31, 2005. Through the first six months of 2005, the Company is on
      pace
      to expend expenses of approximately $800,000 which is $500,000 below budget.
      For
      all of the foregoing reasons, the Company believes, but cannot guarantee, that
      the loan to Olympus Leasing will not affect liquidity.





**NOTE
      6-** **LONG-TERM
      DEBT**





Long-term
      debt consists of two installment notes with GMAC Finance. As discussed in Note
      1, the Company assumed debt from Go! Agency as of January 28, 2002. On June
      18,
      2003, the Company acquired a truck in the amount of $45,761 financed by GMAC
      over a period of 5 years. Monthly payments are $763. The loan carries no
      interest charges.


F
          -
          10


**SIGN
      MEDIA SYSTEMS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**


**JUNE
      30, 2005 AND 2004**





**NOTE
      7-** **PROVISION
      FOR INCOME TAXES**





The
      net
      deferred tax assets in the accompanying condensed consolidated balance sheets
      include the following components at June 30, 2005:


Deferred
                  tax assets
              
              $
              10,000Deferred
                  tax valuation allowance
              
              
              (10,000
              )$
              -





The
      Company will utilize its net operating losses to offset any Federal Income
      Tax
      due. The timing differences are approximately $33,000





**NOTE
      8-** **STOCKHOLDERS’
      EQUITY**





As
      of
      June 30, 2005 and 2004, there were 100,000,000 shares of common stock
      authorized.




As
      of
      June 30, 2005 and 2004, there were 8,460,000 shares of common stock issued
      and
      outstanding.




During
      the six months ended June 30, 2005 the Company did not have any stock
      transactions.





**NOTE
      9-** **LIABILITY
      FOR STOCK TO BE ISSUED**





At
      June
      30, 2005, the Company has recorded $224,900 for common stock to be issued at
      a
      later date. Upon the issuance of the common stock the liability will be
      removed.





**NOTE
      10-** **RESTATEMENT**





The
      Company has 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
      effect of this restatement did not affect total stockholders equity. The effect
      did increase net income from $94,581 to $594,581 and earnings per share from
      .011 to .070.





F
          -
          11





**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 OPERATIONS





Six
      Months Ended


June
      30





**2005**
                
                **2004****(restated)**Revenue
                
                $
                1,011,385
                
                $
                654,484Cost
                    of goods sold
                
                
                13,396
                
                
                94,260Gross
                    profit
                
                
                997,989
                
                
                560,224Operating
                    and other
                  expenses
                
                
                403,408
                
                
                328,963Net
                    income (loss)
                
                $
                594,581
                
                $
                231,261Gross
                    profit margin
                
                
                99
                %
                
                86
                %Earnings
                    per share
                  of
                    common stock
                
                $
                0.070
                
                $
                0.028Weighted
                    average of
                  common
                    shares
                
                
                8,460,000
                
                
                8,256,631


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 restatement did not effect total
          stockholders’ equity. The effect did increase net income from $94,581 to
          $594,581 and earnings per share from .011 to .070. 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.
 
 For
          the
          six months ended June 30, 2005, the Company generated $1,011,385 of revenue,
          which included $500,000 as recovery of bad debt expense, $997,989 of gross
          profit, $594,581 of net income, and $0.070 in earnings per weighted average
          common share based
          upon a weighted average of 8,460,000 common shares
          outstanding.


For
      the
      six months ended June 30, 2004, the Company generated $654,484 of revenue,
      $560,224 of gross profit, $231,261 of net income, and $0.028 of net income
      per
      weighted common share based
      upon a weighted average of 8,256,631 common shares outstanding.


3





Revenue
          for the six months ended June 30, 2005, exclusive of recovery of $500,000
          in bad
          debt expense, decreased $143,099 from the same period last year. Net income
          for
          the six months ended June 30, 2005, increased $363,320 from the same period
          last
          year primarily due to the recovery of $500,000 in bad debt expense. Earnings
          per
          share for the six months ended June 30, 2005, increased $0.042 from the
          same
          period last year.
 
 Cost
          of
          goods sold significantly decreased as a percentage of revenue during the
          six
          month ended June 30, 2005. This is primarily the result of three factors:
          (1)
          the Company has significantly reduced the cost of manufacturing its framing
          systems by significantly reducing the number of necessary parts and the
          cost of
          those parts, (2) the Company acquired a grand format printer which significantly
          reduced the cost of its digital graphics, and (3) the Company recovered
          $500,000
          in bad debt expense from a previous period.


Three
      Months Ended


June
      30





**2005**
                
                **2004****(restated)**Revenue
                
                $
                989,114
                
                $
                371,884Cost
                    of goods sold
                
                
                10,889
                
                
                39,116Gross
                    profit
                
                
                978,225
                
                
                332,768Operating
                    and other
                  Expenses
                
                
                213,342
                
                
                148,845Net
                    income (loss)
                
                $
                764,883
                
                $
                183,923Gross
                    profit margin
                
                
                99
                %
                
                89
                %Earnings
                    per share
                  of
                    common stock
                
                $
                0.090
                
                $
                0.022Weighted
                    average of
                  common
                    shares
                
                
                8,460,000
                
                
                8,460,000


For
          the
          three months ended June 30, 2005, the Company generated $989,114 of revenue,
          which included $500,000 as recovery of bad debt expense, $978,225 of gross
          profit, $764,883 of net income, and $0.090 in earnings per weighted average
          common share based upon a weighted average of 8,460,000 common shares
          outstanding. .


For
      the
      three months ended June 30, 2004, the Company generated $371,884 of revenue,
      $332,768 of gross profit, $183,923 of net income, and $0.022 in earnings per
      weighted average common share based upon a weighted average of 8,460,000 common
      shares outstanding.





Revenue
          for the three months ended June 30, 2005, exclusive of recovery of $500,000
          in
          bad debt expense, increased $117,230 from the same period last year. Net
          income
          for the three months ended June 30, 2005, increased $580,960 from the same
          period last year primarily due to recovery of bad debt expense. Earnings
          per
          share for the three months ended June 30,2005, increased $0.068 from the
          same
          period last year.


**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


4


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 six
      months ended June 30, 2005, $496,904. or 97% of the Company’s revenue came from
      the sale of its mobile billboard mounting systems, $0.00 or 00% of the Company’s
      revenue came from the sale of third party advertising and $15,281 or 3% 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. During the
      six months ended June 30, 2005, the Company’s sales to this customer were
      approximately $485,816 or 95% of all sales. During the three months ended June
      30, 2005, the Company’s sales to this customer were approximately $459,768 or
      94% of all sales. 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. Advanced Advertising Network, LLC is not a related
      party.





For
      the
      six months ended June 30, 2005, the Company attributes the increase in revenue,
      net income and earnings per share to increases in sales and the elimination
      of
      bad debt expense. The Company’s primary emphases is to expand sales nation wide
      and to also expand into Latin America by acquiring independent dealers.





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 re-payments to the Company of $228,000 pursuant to the
          note
          attached hereto as Exhibit 10.6. Because of the foregoing facts, the Company
          believes that the probability of a


5


default
          on the loan by it to Olympus Leasing is unlikely. For the six months ended
          June
          30, 2005, the Company had net income of over 500,000. Moreover, the Company
          has
          achieved substantial savings on manufacturing costs because of engineering
          advances which have reduced the Company's cost of goods sold. In the Company’s
          Form 10-KSB/A at December 31, 2004, it budgeted approximately $1,300,000
          of
          expenses for the year ending 2005. Through the first six months of 2005,
          the
          Company is on pace to expend expenses of approximately $800,000 which is
          $500,000 below budget. For all of the foregoing reasons, the Company believes,
          but cannot guarantee, that the loan to Olympus Leasing will not effect
          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





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


6





**Item
      6. Exhibits and Reports on Form 8-K.**





**INDEX
      TO EXHIBITS.**





**EXHIBIT**


**NUMBER** **DESCRIPTION
      OF EXHIBIT**


-------------------------------------------------------------------------------------------------




10.6 Promissory
      Note described in Part II, Item 5 above





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 June 30, 2005.







**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
                    11, 2005
                /s/Antonio
                    F. Uccello,
                    III
                  Antonio
                    F. Uccello, III
                  Chief
                    Executive Officer
                  Chairman
                    of the Board


7