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

                                  FORM 10-QSB/A
                                (FIRST AMENDMENT)

(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
             For the quarterly period ended September 30, 2004

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
             For 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                                     02-0555904
----------------------------------                    -----------------------
(State or other jurisdiction of                             (IRS
incorporation or organization)                     Employer Identification No.)

                       2100 19th Street, 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 May 31, 2005.

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


<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

The information required by Item 310(b) of Regulation S-B is attached hereto as
Exhibit One and is incorporated herein by reference.

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

The following tables set forth certain of the Company's summary selected
operating and financial data. The following tables should be read in conjunction
with all other financial information and analysis presented herein including the
Financial Statements for the Nine Months Ended September 30, 2004 and 2003 and
the Three Months Ended September 30, 2004 and 2003.


                                Nine Months Ended
                                  September 30

                                                  2004                  2003

     Revenue                                  $ 1,291,885            $ 146,783
     Cost of goods sold                           196,469               59,277
                                              ----------------------------------
     Gross profit                               1,095,416               87,506
                                              ----------------------------------

     Operating and other expenses                 454,394              477,068
                                              ----------------------------------

     Income (Loss) before
         provision for income taxes               641,022             (389,562)
     Provision for  income taxes                   80,850                    -
                                              ---------------------------------

     Net income (loss)                            560,172             (389,562)
                                              =================================

     Gross profit margin                               85%                0.6%
     Earnings per share
         of common stock                      $     0.067            $  (0.049)
                                              =================================

     Weighted average of
         common shares                          8,368,865            7,972,333
                                              =================================

For the nine months ended September 30, 2004, the Company generated $1,291,885
of revenue, $1,095,416 of gross profit, $560,172 of net income after a provision
of $80,850 for income taxes, and $0.067 in earnings per weighted average common
share based upon a weighted average of 8,368,865 common shares outstanding. .

For the nine months ended September 30, 2003, the Company generated $146,783 of
revenue, $87,506 of gross profit, $(389,562) of net loss, and $(0.049) of net
loss per weighted common share based upon a weighted average of 7,972,333 common
shares outstanding.

Revenue for the nine months ended September 30, 2004, increased $1,145,102 from
the same period last year. Net income after a provision of $80,850 for income
taxes for the nine months ended September 30, 2004, increased $949,734 from the
same period last year. Earnings per share for the nine months ended September
30,2004, increased $0.12 from the same period last year.

                               Three Months Ended
                                  September 30

                                                  2004                  2003

      Revenue                               $    637,401       $        42,815
      Cost of goods sold                         102,209                25,853
                                            -----------------------------------

      Gross profit                               535,192                16,962
                                            -----------------------------------

      Operating and other expenses               125,431               171,209
                                            -----------------------------------

      Income (Loss)from before
          provision for income taxes             409,761              (154,247)
                                            ----------------------------------

      Provision for  income taxes                      -                     -
                                            -----------------------------------

      Net income (loss)                     $    409,761          $   (154,247)
                                            ===================================

      Gross profit margin                            84%                -3.25%
      Earnings per share
          of common stock                   $     0.048           $     (0.019)
                                            ===================================

      Weighted average of
          common shares                       8,460,000             8,000,000
                                            ==================================

For the three months ended September 30, 2004, the Company generated $637,401 of
revenue, $535,192 of gross profit, $409,761 of net income, and $0.048 in
earnings per weighted average common share based upon a weighted average of
8,593,334 common shares outstanding.

For the three months ended September 30, 2003, the Company generated $42,815
revenue, $16,962 of gross profit, $(154,247) of net loss, and $(0.019) of net
loss per weighted average common share based upon a weighted average of
8,000,000 outstanding.

Revenue for the three months ended September 30, 2004, increased $594,586 from
the same period last year. Net income for the nine months ended September 30,
2004, increased $564,008 from the same period last year. Earnings per share for
the nine months ended September 30,2004, increased $0.07 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 ("Fleet Graphics") which are inserted
into the mounting systems and displayed primarily on trucks. The Company has
developed mounting systems which allow Fleet Graphics 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 Fleet Graphics, and sales of third party
advertising utilizing the mobile billboard mounting systems and the Fleet
Graphics mounted on the sides of trucks owned by third parties. During the nine
months and the three months ended September 30, 2004, $1,278,966 and $631,027
respectively or 99% for both periods of the Company's revenue came from the sale
of its mobile billboard mounting systems, and $631,027 and $6,374 respectively
or 1% for both periods of the Company's revenue came from the sale of third
party advertising.

A material part of the Company's business is currently dependent upon one key
customer, Applied Advertising Network, LLC of Lake Mary, Florida. During the
nine months ended September 30, 2004, the Company's sales to this customer were
approximately $1,278,966 or 99% of all sales. During the three months ended
September 30, 2004, the Company's sales to this customer were approximately
$631,027 or 99% 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. Applied Advertising Network, LLC is not a related party.

The Company attributes the increases in revenue, income from continuing
operations and earnings per share to increases in sales due to the continued
expansion of the Company's sales and marketing division. The Company's primary
emphases is to expand sales nation wide and to also expand into Latin America by
acquiring independent dealers.

                          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 DOCUMENT
-------------------------------------------------------
     1        SIGN MEDIA SYSTEMS, INC. FINANCIAL STATEMENTS

The Company filed no Forms 8K for the quarter ended September 30, 2004.


<PAGE>


                                   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)

Date May 31, 2005           /s/Antonio F. Uccello, III
     ------------           -----------------------------
                            Antonio F. Uccello, III
                            Chief Executive Officer
                            Chairman of the Board

<PAGE>



                            SIGN MEDIA SYSTEMS, INC.

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            FOR THE NINE MONTHS ENDED

                           SEPTEMBER 30, 2004 AND 2003



<PAGE>




                            SIGN MEDIA SYSTEMS, INC.

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



Condensed Consolidated Balance Sheet (Unaudited)
     as of September 30, 2004                                            F-1

Condensed Consolidated Statements of Income (Operations)
    for the Nine Months and Three Months Ended September 30,
    2004 and 2003 (Unaudited)                                            F-2

Condensed Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2004 and 2003 (Unaudited)            F-3

Notes to Condensed Consolidated Financial Statements                  F-4-11

<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

                                     ASSETS

                                                                (restated)
CURRENT ASSETS
   Cash and cash equivalents                              $          2,876
   Accounts receivable                                           1,406,340
   Inventory                                                        33,416
   Miscellaneous receivable                                          4,000
                                                          ----------------
                         Total current assets                    1,446,632

PROPERTY AND EQUIPMENT - Net                                       148,732
                                                          ----------------

TOTAL ASSETS                                              $      1,595,364
                                                          ================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of long-term debt                      $        18,123
   Accounts payable and accrued expenses                          220,646
   Income taxes payable                                            80,850
   Due to related parties                                         109,761
   Liability for stock to be issued                               200,000
                                                          ---------------

                     Total current liabilities                    629,380

Long-term debt, net of current portion                             14,687

Due to related parties                                            268,697
                                                          ---------------

TOTAL LIABILITIES                                                 912,764
                                                          ---------------

STOCKHOLDERS' EQUITY
   Common stock, no par value, 100,000,000
      shares authorized at September 30,
      2004 and 8,460,000 shares issued and
      outstanding at September 30, 2004                             5,000
   Additional paid-in capital                                     795,139
   Accumulated deficit                                           (117,539)
                                                         -----------------
                     Total stockholders' equity                   682,600
                                                         -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $      1,595,364
                                                         =================

                                   F-1
              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)
                   FOR THE NINE MONTHS AND THREE MONTHS ENDED
                    SEPTEMBER 30, 2004 AND 2003 (UNAUDITED)


                                 NINE MONTHS ENDED          THREE MONTHS ENDED
                                     September 30,             September 30,
                                  2004          2003         2004         2003
                                           (restated)                 (restated)
                                ---------------------       -------------------

REVENUE                     $  1,291,885   $   146,783    $  637,401  $  42,815

COST OF GOODS SOLD               196,469        59,277       102,209     25,853
                            ---------------------------   ---------------------

GROSS PROFIT                   1,095,416        87,506       535,192     16,962
                            ---------------------------   ---------------------

OPERATING EXPENSES
    Professional fees             63,064       117,740        35,043     37,319
    General and administrative
       expenses                  320,258       317,036        71,163    110,243
    Depreciation                  17,463         7,089           748      2,363
                           ----------------------------   ---------------------
  Total operating expenses       400,785       441,865       106,954    149,925
                           ----------------------------   ---------------------

NET INCOME (LOSS) BEFORE
   OTHER (EXPENSE)               694,631      (354,359)      428,238   (132,963)

OTHER (EXPENSE)
    Interest expense              53,609        35,203        18,477     21,284
                           ----------------------------   ---------------------
   Total Other (Expense)          53,609        35,203        18,477     21,284
                           ----------------------------   ---------------------

NET INCOME (LOSS) BEFORE
  PROVISION FOR INCOME TAXES     641,022      (389,562)      409,761   (154,247)
   Provision for income taxes     80,850             -             -          -
                           ----------------------------   ---------------------

NET INCOME (LOSS) APPLICABLE
   TO COMMON SHARES        $     560,172   $  (389,562)   $  409,761 $(154,247)
                           ============================   =====================

NET INCOME (LOSS) PER BASIC
   AND DILUTED SHARES              0.067        (0.049)        0.048    (0.019)
                           ============================   =====================

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING                  8,368,865     7,972,333     8,593,334 8,000,000
                           ============================   ====================

<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                                    2004              2003
                                                                    (restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                         $     560,172      $      (389,562)
                                            ----------------------------------
  Adjustments to reconcile net income
     (loss) to net cash provided by
     (used in) operating activities
        Depreciation                               17,463                7,089

Changes in assets and liabilities:
   (Increase) in accounts receivable             (834,442)             (88,465)
   (Increase) decrease in inventory                 4,995               (1,397)
   Decrease in prepaid expenses and other
      current assets                               55,144                    -
   (Increase) in miscellaneous receivable          (4,000)                   -
   Increase in accounts payable and
      accrued expenses                             67,666               82,526
   Increase in income taxes payable                80,850                    -
   Assets received for stock                            -               55,702
                                            ----------------------------------
          Total adjustments                      (612,324)              55,455
                                            -----------------------------------

     Net cash (used in) operating activities      (52,152)            (334,107)
                                            -----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment          (63,141)             (56,444)
                                            -----------------------------------

   Net cash (used in) investing activities        (63,141)             (56,444)
                                            -----------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds (payments) from long-term
      debt, net of current portion                (55,214)               8,022
   Proceeds (payments) to related parties         (73,685)             345,100
   Contribution of additional paid-in capital     200,000               34,437
                                            -----------------------------------

  Net cash provided by financing activities        71,101              387,559
                                            -----------------------------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS       (44,192)              (2,992)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD    47,068                5,138
                                            -----------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD   $       2,876       $        2,146
                                            ===================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest. $      53,609       $       35,043
                                            ===================================

SUPPLEMENTAL NON-CASH INVESTING ACTIVITIES:
  Conversion of liability to common stock   $     324,000       $            -
                                            ===================================

                                   F-3
                     The accompanying notes are an integral
           part of these condensed consolidated financial statements.

<PAGE>
                    SIGN MEDIA SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003


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, 2003 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 restated the September 30, 2004 financial
                  statements by restating its December 31, 2003 deficit (see
                  Note 9).

                  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



                                       F-4


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003



NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

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

                  Total                                       $55,702
                                                             =========

                  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 Powerhouse, Inc., a Delaware
                  corporation and its wholly owned



                                       F-5


<PAGE>

                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003



NOTE 1-           ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

                  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. 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 the 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 for and subsequently impaired the entire
                  amount.

                  The Company has reclassified its September 30, 2004 condensed
                  consolidated financial statements to reflect certain
                  reclassifications on the condensed consolidated balance sheet.
                  These reclassifications had no effect on any income or
                  expenses for the nine months ended September 30, 2004.

                  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.



                                       F-6


<PAGE>

                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2004 AND 2003



NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  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.
                 (3) Third party advertising.

                  The Company's revenue recognition policy for these sources of
                  revenue is a 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 regards 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.



                                       F-7

<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2004 AND 2003



NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  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 years
                  Equipment                                            5 years
                  Trucks                                               5 years

                  Advertising

                  Costs of advertising and marketing are expensed as incurred.
                  Advertising and marketing costs were $4,593 and $35,033 for
                  the nine months ended September 30, 2004 and 2003,
                  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 (Loss) per Share of Common Stock

                  Historical net income (loss) 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.


                                       F-8


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2004 AND 2003


NOTE 2-           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
                  Earnings (Loss) per Share of Common Stock

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

                                                          September 30
                                                        -----------------
                                                          2004       2003
                                                                  (restated))
                                                        ---------  ---------

                  Net income (loss)                     $ 560,172  $ (389,562)
                                                        =========  ==========

                  Weighted-average common shares
                    outstanding
                        Basic                           8,368,865   7,972,333

                  Weighted-average common stock
                    equivalents
                        Stock options                           -           -
                        Warrants                                -           -
                                                        ----------  ---------

                  Weighted-average common shares
                     outstanding
                        Diluted                         8,368,865   7,972,333
                                                        =========   =========


NOTE 3-           PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at September
                  30, 2004 and 2003:

                                                          2004       2003
                                                       --------   ---------
                  Equipment                            $  71,461  $  18,032
                  Furniture and Fixtures                  57,882     29,552
                  Transportation Equipment                54,621      8,860
                                                       ---------  ---------
                                                         183,964     56,444
                  Less: accumulated depreciation         (35,232)    (3,162)
                                                       ---------  ---------

                  Net Book Value                       $ 148,732  $  53,282
                                                       =========  =========

                  Depreciation expense for the nine months ended September 30,
                  2004 and 2003 was $17,463 and $7,089, respectively.



                                      F-9


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2004 AND 2003

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 September 30, 2004 under this lease are as
                  follows:

                        2004                                    $   7,500
                        2005                                       30,000
                        2006                                       30,000
                        2007                                       15,000
                                                                ---------
                                                                $  82,500
                                                                =========

                  Rent expense for the nine months ended September 30, 2004 and
                  2003 was $35,698 and $25,061, 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 September 15, 2002, 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
                  annum, payable interest only monthly, with the entire unpaid
                  balance due and payable in full on September 15, 2005. At
                  September 30, 2004, the Company was indebted to Go! Agency in
                  the amount of $108,480.

                  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 September 30, 2004 there was
                  $233,574 due. Other due to related party advances were
                  $36,404. Due to related parties totaled $378,458 at September
                  30, 2004.

                                       F-10


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2004 AND 2003


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.


NOTE 7-           PROVISION FOR INCOME TAXES

                  The provision for income taxes at September 30, 2004 consisted
                  of the following:

                  Current tax expense                           $  213,704
                  Benefit of loss carry forwards                  (132,854)
                                                                ----------

                  Net current tax enpense                       $   80,850
                                                                ==========

                  The company has loss carry forwards of approximately $390,748
                  that may be offset against future taxable income that may be
                  used against future income taxes.


NOTE 8-           STOCKHOLDERS' EQUITY

                  As of September 30, 2004 and 2003, there were 100,000,000
                  shares of common stock authorized.

                  As of September 30, 2004 and 2003, there were 8,460,000 and
                  7,960,000 shares of common stock issued and outstanding.

                  During the nine months ended September 30, 2004 the Company
                  had the following stock transactions:

                  The company issued 216,000 shares of common stock in
                  conversion of a liability.


                                      F-11

<PAGE>

                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2004 AND 2003



NOTE 9-           PRIOR PERIOD ADJUSTMENT

                  The Company restated its December 31, 2003 deficit by $55,702
                  due to an increase of professional fees. Therefore, the June
                  30, 2004 deficit has been restated.

                  Deficit, restated at December 31, 2003            ($677,711)

                  Net income for the nine months ended
                      September 30, 2004                             $560,172
                                                                    ---------

                  Deficit, September 30, 2004, restated             ($117,539)
                                                                    ==========


NOTE 10-          LIABILITY FOR STOCK TO BE ISSUED

                  As of September 30, 2004 the Company received $200,000 for
                  common stock to be issued at a later date. Upon issuance of
                  the common stock the liability will be removed.




                                      F-12