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

                                   FORM 10-QSB

(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the quarterly period ended March 31, 2005

[   ] 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 Employer
     incorporation or organization)                  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 March 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.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, AND THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING, BUT NOT LIMITED TO COMPETITION AND OVERALL MARKET AND ECONOMIC
CONDITIONS.

RESULTS OF CONTINUING OPERATIONS

                                                Three Months Ended
                                                     March 31

                                                                    2004
                                               2005               (restated)

        Revenue                             $  22,271             $ 282,600
        Cost of Revenue                         2,507                55,144
                                        ----------------         -------------

        Gross profit                           19,764               227,456
        Operating and
        Other Expenses                        189,765               180,026
                                        ----------------         -------------

        Income (Loss) from
           continuing operations            $(170,302)              $ 47,338
                                        ================         =============


        Gross profit margin                        89%                   80%

        Earnings per share
           of common stock                 $   (0.020)             $  0.006

The Company generated $22,271 of revenue, $19,764 of gross profit, $(170,302) of
net loss from continuing operations and $(0.020) in net loss per
weighted-average common share from continuing operations for the three months
ended March 31, 2005.

For total operations, net loss for the three months ended March 31, 2005, was
$(170,302) or $(0.020) in net loss per weighted-average common share with
8,460,000 weighted average common shares outstanding compared with a earnings of
$47,338 or $0.006 in earnings per weighted-average common with 8,222,222
weighted average common shares outstanding for the three months ended March 31,
2004.

Revenue for the three months ended March 31, 2005, decreased $260,329 from the
same period last year. Cost of goods sold for the three months ended March 31,
2005, decreased $207,692 from the same period last year. Operating and other
expenses for the three months ended March 31, 2005, increased $9,739 from the
same period last year. Income from continuing operations for the three months
ended March 31, 2005, decreased $217,640 from the same period last year.

Earnings per weighted-average common share was $(0.020) for the three months
ended March 31, 2005, based on weighted-average common shares outstanding of
8,460,000, and earnings per weighted-average common share was $0.006 for the
three months ended March 31, 2004 based upon weighted-average common shares
outstanding of 8,222,222.

MANAGEMENT'S DISCUSSION

The Company attributes the decrease in revenue, cost of goods sold, gross profit
and income form continuing operations to decreases in sales primarily due to the
timing of the placement of orders from the Company's primary dealer. The Company
expects sales to increase in its second quarter of 2005 and that sales for the
year to increase compared to sales in 2004. The Company's primary emphases is to
expand sales nation wide.

The Company will require significant capital to implement both its short term
and long-term business strategies. However, there can be no assurance that such
additional capital will be available or, if available, that the terms will be
favorable to the Company. The absence of significant additional capital whether
raised through a public or private offering or through other means, including
either private debt or equity financings, will have a material adverse effect on
the Company's operations and prospects.

The Company's operations have consumed and will continue to consume substantial
amounts of capital, which, up until now, have been largely financed internally
through cash flows, from loans from related parties, and private investors. The
Company expects capital and operating expenditures to increase. Although the
Company believes that it will be able to attract additional capital through
private investors and as a result thereof its cash reserves and cash flows from
operations will be adequate to fund its operations through the end of calendar
year 2006, there can be no assurance that such sources will, in fact, be
adequate or that additional funds will not be required either during or after
such period. No assurance can be given that any additional financing will be
available or that, if available, it will be available on terms favorable to the
Company. If adequate funds are not available to satisfy either short or
long-term capital requirements, the Company may be required to limit its
operations significantly or discontinue its operations. The Company's capital
requirements are dependent upon many factors including, but not limited to, the
rate at which it develops and introduces its products and services, the market
acceptance and competitive position of such products and services, the level of
promotion and advertising required to market such products and services and
attain a competitive position in the marketplace, and the response of
competitors to its products and services.

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

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

INDEX TO EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION OF DOCUMENT
------------------------------------------------------
    1       SIGN MEDIA SYSTEMS, INC. FINANCIAL STATEMENTS
31.01       Section 302 Certifications
32.01       Section 906 Certifications

The Company filed no Forms 8K for the quarter ended March 31, 2005.

<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 23, 2004            /s/Antonio F. Uccello, III
     ------------            -----------------------------
                             Antonio F. Uccello, III
                             Chief Executive Officer
                              Chairman of the Board



<PAGE>
EXHIBIT 1
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           FOR THE THREE MONTHS ENDED

                             MARCH 31, 2005 AND 2004


==============================================================================


                            SIGN MEDIA SYSTEMS, INC.


              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

       Condensed Consolidated Balance Sheet (Unaudited) as of March 31, 2005
       Condensed Consolidated Statements of Income (Operations) for the
            Three Months Ended March 31, 2005 and 2004 (Unaudited)
       Condensed Consolidated Statements of Cash Flows for the Three Months
            Ended March 31, 2005 and 2004 (Unaudited)
       Notes to Condensed Consolidated Financial Statements

<PAGE>

                             SIGN MEDIA SYSTEMS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005
                                   (UNAUDITED)

                                     ASSETS


CURRENT ASSETS
   Cash and cash equivalents                                  $        10,873
   Accounts receivable                                                543,238
   Inventory                                                           85,572
                                                              ---------------
                                Total current assets                  639,683

Property and equipment, net                                           130,124
                                                              ----------------

Other assets                                                            4,000
                                                              ---------------

TOTAL ASSETS                                                  $       773,807
                                                              ===============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Current portion of long-term debt                          $        13,815
   Accounts payable and accrued expenses                              260,700
   Due to related parties                                             109,761
   Liability for stock to be issued                                   224,900
                                                              ---------------

                              Total current liabilities               609,176

Long-term debt, net of current portion                                 51,184

Due to related parties                                                169,236
                                                              ---------------

TOTAL LIABILITIES                                                     829,596
                                                              ---------------

STOCKHOLDERS' EQUITY
   Common stock, no par value, 100,000,000 shares
      authorized and 8,460,000 shares issued and
      outstanding at March 31, 2005                                     5,000
   Additional paid-in capital                                         795,139
   Accumulated deficit                                               (855,928)
                                                              ---------------
               Total stockholders' equity (deficit)                   (55,789)
                                                              ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)           $      773,807
                                                              ===============




                             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 THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)





                                                      2005            2004
                                                                   (restated)
                                                  ---------------------------

REVENUE - net of discounts                        $       22,271   $   282,600

COST OF GOODS SOLD                                         2,507        55,144
                                                  ----------------------------

GROSS PROFIT                                              19,764       227,456
                                                  ----------------------------

OPERATING EXPENSES
    Professional fees                                     20,610        21,357
    General and administrative expenses                  157,263       154,169
    Depreciation                                          11,892         4,500
                                                  -----------------------------
              Total operating expenses                   189,765       180,026
                                                  -----------------------------

NET INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)         (170,001)       47,430

OTHER INCOME (EXPENSE)
    Interest income                                            2             -
    Interest expense                                        (303)          (92)
                                                  ----------------------------
             Total Other Income (Expense)                   (301)          (92)
                                                  -----------------------------

NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES     (170,302)       47,338
   Provision for income taxes                                  -             -
                                                  -----------------------------

NET INCOME (LOSS) APPLICABLE TO COMMON SHARES     $     (170,302)  $    47,338
                                                  =============================

NET INCOME (LOSS) PER BASIC AND DILUTED SHARES    $       (0.020)  $     0.006
                                                  =============================

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                    8,460,000     8,222,222
                                                  =============================





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

                            SIGN MEDIA SYSTEMS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)

                                                   2005              2004
                                                                  (restated)
                                                ------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                             $      (170,302)  $     47,338
                                                ------------------------------
  Adjustments to reconcile net income
     (loss) to net cash provided by
     (used in) operating activities

        Depreciation                                     11,892          4,500

Changes in assets and liabilities:
   (Increase)/decrease in accounts receivable             7,340         24,949
   (Increase) in inventory                                    -         (8,283)
   Decrease in prepaid expenses and other
       current assets                                         -         55,144
   Increase in accounts payable and accrued expenses     90,711         15,380
                                                -------------------------------
          Total adjustments                             109,943         91,690
                                                -------------------------------

Net cash provided by (used in) operating activities     (60,359)       139,028
                                                -------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment                (17,461)       (12,687)
                                                -------------------------------

        Net cash (used in) investing activities         (17,461)       (12,687)
                                                -------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds (payments) from long-term debt               (4,605)       (49,402)
   Liability for stock to be issued                      24,900              -
   Proceeds (payments) to related parties - net          62,046         25,552
                                                -------------------------------

Net cash provided by (used in) financing activities      82,341        (23,850)
                                                -------------------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 4,521        102,491

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD           6,352         47,068
                                                -------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD       $        10,873   $    149,559
                                                ===============================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest.     $             -   $         92
                                                ===============================

                     The accompanying notes are an integral
           part of these condensed consolidated financial statements.
<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 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.


<PAGE>



                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004


NOTE 1-  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

                  In order to develop the advanced mounting system and to pursue
                  this new business plan, Go Agency incorporated Sign Media
                  Systems, Inc. (the "Company" or "SMS") on January 28, 2002
                  under the laws of the State of Florida. Go Agency and SMS
                  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. Effective
                  January 1, 2003, Go Agency transferred all of its assets
                  including its interest in the proprietary cam lever
                  technology, which together had an original cost basis of
                  $300,000 to SMS. The agreed upon value of the assets $55,702
                  was exchanged for 7,959,000 shares of the Company's common
                  stock which was in excess of eighty percent (80%) of the
                  Company's then issued and outstanding shares of common stock.
                  In connection with this exchange, SMS assumed $25,765 of Go
                  Agency's debt, which consisted primarily of a truck loan from
                  GMAC Finance. Following the exchange, the Company had
                  8,000,000 shares of common stock issued and outstanding. The
                  Company has developed and filed an application for a patent on
                  its mounting systems.

                  Sign Media Systems Acquisition Company, Inc., ("SMA") an
                  inactive Florida Corporation and American Powerhouse, Inc.
                  ("API") entered into an Agreement and Plan of Share Exchange
                  dated November 17, 2003, (the "Share Exchange") pursuant to
                  which the shareholders of API on November 17, 2003 (the
                  "Exchange Date") were issued 300,000 shares of common stock of
                  SMA, no par value, in exchange for one hundred percent (100%)
                  of the issued and outstanding shares of API. The Share
                  Exchange called for the resignation of the original officers
                  and directors, who no longer have any continued involvement in
                  the Company, and the appointing of a new board and officers.
                  As of the Exchange Date SMA, became the surviving company.

                  Simultaneously, Sign Media Systems Acquisition Company, Inc.,
                  an inactive Florida corporation, was merged into Sign Media
                  Systems, Inc. per a Plan of Merger that was adopted by the
                  shareholders of both companies on November 17, 2003.

                  For accounting purposes, these transactions were accounted for
                  as a reverse acquisition under the purchase method of
                  accounting. Accordingly, SMS will be treated as the continuing
                  entity for accounting purposes, and the condensed consolidated
                  financial statements presented herein are those of SMS.

<PAGE>


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

<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004

NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
                  Revenue Recognition (Continued)

                  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 three months ended March 31,
                  2005 and 2004.

                  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 $1,800 and $2,733 for the
                  three months ended March 31, 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.

<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004


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

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

                                                   March 31
                                                2005        2004
                                                          (Restated)
                                              ---------   ----------

                  Net income (loss)           $ (170,302) $   47,338
                                              ==========  ==========

                  Weighted-=average common
                    shares outstanding
                        Basic                  8,460,000   8,222,222

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

                   Weighted-average common
                      shares outstanding
                        Diluted                8,460,000   8,222,222
                                               ---------   ---------



NOTE 3-           PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at March 31,
                  2005 and 2004:

                                                2005          2004
                                              --------      --------
                  Equipment                   $ 88,923      $ 39,217
                  Furniture & Fixtures          57,882        35,947
                  Transportation Equipment      54,620        54,621
                                              --------      --------
                                               201,425       129,785
                  Less: accum. depreciation     71,301        18,534
                                              --------      --------

                  Net Book Value              $ 130,124     $ 111,251
                                              =========     =========

                  Depreciation expense for the three months ended March 31, 2005
                  and 2004 was $11,892 and $4,500, respectively.


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2005 AND 2004

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 March 31, 2005 under this lease are as follows:

                                2005             $  30,000
                                2006                30,000
                                2007                38,500
                                                 ---------
                                                 $  87,500
                                                 =========

                  Rent expense for the three months ended March 31, 2005 and
                  2004 was $8,025, and $11,781, 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 March 31, 2005 there was
                  $109,761 due. Other due to related party advances were
                  $169,256. Due to related parties totaled $278,997 at March 31,
                  2005.

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.

<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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 March 31, 2005:

                  [OBJECT OMITTED]
                  Due to the uncertainty of utilizing the approximate $855,928
                  in net operating losses, and recognizing the deferred tax
                  assets, an offsetting valuation allowance has been
                  established.

NOTE 8-           STOCKHOLDERS' EQUITY

                  As of March 31, 2005 and 2004, there were 100,000,000 shares
                  of common stock authorized.

                  As of March 31, 2005 and 2004, there were 8,460,000 shares of
                  common stock issued and outstanding.

                  During the three months ended March 31, 2005 the Company did
                  not have any stock transactions.


NOTE 9-           LIABILITY FOR STOCK TO BE ISSUED

                  As of March 31, 2005 the Company received $224,900 for common
                  stock to be issued at a later date. Upon issuance of the
                  common stock the liability will be removed.