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




**FORM
      10-QSB/A**


**(Third
      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, 2004[ 
                   ]
              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
      May 31, 2005.





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





**PART
      I — FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**





The
      information required by Item 310(b) of Regulation S-B is attached
      hereto and is incorporated herein by reference. The
      Company restated its December 31, 2003 financial statements by $55,702 due
      to an
      increase of professional fees. Therefore, the June 30, 2004 deficit has been
      restated. The net income for the six months ended June 30, 2004 did not change
      as it remained at $231,261. See Note 9 of the Consolidated Financial Statements
      attached hereto.




**INDEX
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS** **CONDENSED
        CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 
  Condensed
                  Consolidated Balance Sheet (Unaudited) as of June 30, 2004
              F-1Condensed
                  Consolidated Statementsof
                  Income (Operations) for the    Six Months and Three
                  Months Ended June 30, 2004 and 2003 (Unaudited)
              F-2Condensed
                  Consolidated Statements of Cash Flows for the Six Months
                  Ended   June 30, 2004 and 2003 (Unaudited)
              F-3Notes
                  to Condensed Consolidated Financial Statements
              F-4-12








2


**SIGN
      MEDIA SYSTEMS, INC.CONDENSED CONSOLIDATED BALANCE SHEETJUNE 30,
      2004**


**(UNAUDITED)**




**ASSETS****(restated)****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              32,765Accounts
                  receivable
              
              
              807,480Inventory
              
              
              35,541Prepaid
                  expenses and other assets
              
              
              15,478Miscellaneous
                  receivable
              
              
              4,000**Total
                  current assets**
              
              
              895,264**PROPERTY
                  AND EQUIPMENT - Net**
              
              
              133,569**TOTAL
                  ASSETS**
              
              $
              1,028,833**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Current
                  portion of long-term debt
              
              $
              17,940Accounts
                  payable and accrued expenses
              
              
              170,208Due
                  to related parties
              
              
              109,761Liability
                  for stock to be issued
              
              
              200,000**Total
                  current liabilities**
              
              
              497,909**Long-term
                  debt - net of current portion**
              
              
              17,995**Due
                  to related parties**
              
              
              159,240**TOTAL
                  LIABILITIES**
              
              
              675,144**STOCKHOLDERS'
                  EQUITY**Common
                  stock, no par value, 100,000,000 shares authorized atJune
                  30, 2004 and 8,460,000 shares issued and outstandingat
                  June 30, 2004
              
              
              5,000Additional
                  paid-in capital
              
              
              671,700Accumulated
                  deficit
              
              
              (323,011
              )**Total
                  stockholders' equity**
              
              
              353,689**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              1,028,833






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







F
          -
          1




**SIGN
      MEDIA SYSTEMS, INC.CONDENSED CONSOLIDATED STATEMENTS OF INCOME
      (OPERATIONS)FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003 **(UNAUDITED)****  **SIX
                    MONTHS ENDED**
                
                **THREE
                    MONTHS ENDED****June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,****2004**
                
                **2003**
                
                **2004**
                
                **2003****(restated)**
                
                
                
                **(restated)****REVENUE**
                
                $
                654,484
                
                $
                103,968
                
                $
                371,884
                
                $
                88,217**COST
                    OF GOODS SOLD**
                
                
                94,260
                
                
                33,424
                
                
                39,116
                
                
                17,796**GROSS
                    PROFIT**
                
                
                560,224
                
                
                70,544
                
                
                332,768
                
                
                70,421**OPERATING
                    EXPENSES**Professional
                    fees
                
                
                28,021
                
                
                80,421
                
                
                6,664
                
                
                17,219General
                    and administrative expenses
                
                
                249,095
                
                
                206,793
                
                
                94,926
                
                
                113,332Depreciation
                
                
                16,715
                
                
                4,726
                
                
                12,215
                
                
                2,363**Total
                    operating expenses**
                
                
                293,831
                
                
                291,940
                
                
                113,805
                
                
                132,914**NET
                    INCOME (LOSS) BEFORE OTHER (EXPENSE)**
                
                
                266,393
                
                
                (221,396
                )
                
                218,963
                
                
                (62,493
                )**OTHER
                    (EXPENSE)**Interest
                    expense
                
                
                (35,132
                )
                
                (13,919
                )
                
                (35,040
                )
                
                (8,792
                )**Total
                    Other (Expense)**
                
                
                (35,132
                )
                
                (13,919
                )
                
                (35,040
                )
                
                (8,792
                )**NET
                    INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES**
                
                
                231,261
                
                
                (235,315
                )
                
                183,923
                
                
                (71,285
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -**NET
                    INCOME (LOSS) APPLICABLE TO COMMON SHARES**
                
                $
                231,261
                
                $
                (235,315
                )
                $
                183,923
                
                $
                (71,285
                )**NET
                    INCOME (LOSS) PER BASIC AND DILUTED SHARES**
                
                
                0.028
                
                
                (0.030
                )
                
                0.022
                
                
                (0.009
                )**WEIGHTED
                    AVERAGE NUMBER OF COMMON****SHARES
                    OUTSTANDING**
                
                
                8,256,631
                
                
                7,960,000
                
                
                8,460,000
                
                
                8,000,000




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


F
          -
          2


**SIGN
      MEDIA SYSTEMS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
      THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003 **(UNAUDITED)****


**2004**
              
              **2003****(restated)****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  income (loss)
              
              $
              231,261
              
              $
              (235,315
              )Adjustments
                  to reconcile net income (loss) to net cash provided by(used
                  in) operating activitiesDepreciation
              
              
              16,715
              
              
              4,726**Changes
                  in assets and liabilities:**(Increase)
                  in accounts receivable
              
              
              (235,582
              )
              
              (74,195
              )(Increase)
                  decrease in inventory
              
              
              2,850
              
              
              (1,400
              )Decrease
                  in prepaid expenses and other current assets
              
              
              39,666
              
              
              -(Increase)
                  in miscellaneous receivable
              
              
              (4,000
              )
              
              -Increase
                  in accounts payable and accrued expenses
              
              
              17,248
              
              
              24,510Assets
                  received for stock
              
              
              -
              
              
              55,702**Total
                  adjustments**
              
              
              (163,103
              )
              
              9,343**Net
                  cash provided by (used in) operating activities**
              
              
              68,158
              
              
              (225,972
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Acquisition
                  of property and equipment
              
              
              (47,230
              )
              
              (56,444
              )**Net
                  cash (used in) investing activities**
              
              
              (47,230
              )
              
              (56,444
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                  (payments) from long-term debt, net of current portion
              
              
              (52,089
              )
              
              12,259Proceeds
                  (payments) to related parties
              
              
              (183,142
              )
              
              232,989Contribution
                  of additional paid-in capital
              
              
              200,000
              
              
              34,437**Net
                  cash provided by (used in) financing activities**
              
              
              (35,231
              )
              
              279,685**NET
                  (DECREASE) IN CASH AND CASH EQUIVALENTS**
              
              
              (14,303
              )
              
              (2,731
              )**CASH
                  AND CASH EQUIVALENTS - BEGINNING OF PERIOD**
              
              
              47,068
              
              
              5,138**CASH
                  AND CASH EQUIVALENTS - END OF PERIOD**
              
              $
              32,765
              
              $
              2,407**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid during the period for interest.
              
              $
              35,132
              
              $
              13,919**SUPPLEMENTAL
                  NON-CASH INVESTING ACTIVITIES:**Conversion
                  of liability to common stock
              
              $
              324,000
              
              $
              -




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


F
          -
          3


**SIGN
        MEDIA SYSTEMS, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        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 June 30, 2004 financial statements by restating its
        December 31, 2003 deficit (see Note 9).
 
 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.
 
  
  F
            - 4
 
  **SIGN
          MEDIA SYSTEMS, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **JUNE 30,
        2004 AND 2003**
  
 **NOTE
        1-** **ORGANIZATION
        AND BASIS OF PRESENTATION (CONTINUED)**
 
 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
                )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
   SIGN
        MEDIA SYSTEMS, INC.NOTES
        TO
        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 **JUNE
        30, 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 June 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 expense
        for the six months ended June 30, 2004.
 
 
  F
            - 6
  
 **SIGN
        MEDIA SYSTEMS, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **JUNE
        30, 2004 AND 2003**
  
 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 manufacture’s warranties. The 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
  SIGN
        MEDIA SYSTEMS, INC.NOTES
        TO
        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 **JUNE
        30, 2004 AND 2003**
  
 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 costs 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, 2004 and 2003.
 
 **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
  **Advertising**
 
 Costs
        of advertising and marketing are expensed as incurred. Advertising and marketing
        costs were $3,020 and $27,616 for the six months ended June 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.
 
  F
            - 8
  **SIGN
        MEDIA SYSTEMS, INC.**
 NOTES
        TO
        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)JUNE
        30,
        2004 AND 2003
 
 NOTE
        2-SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  **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.
  The
        following is a reconciliation of the computation for basic and diluted
        EPS:
 
 **June
                  30,****2004**
              
              **2003****(restated)**Net
                  income (loss)
              
              $
              231,261
              
              $
              (235,315
              )Weighted-average
                  common shares outstandingBasic
              
              
              8,256,631
              
              
              7,960,000Weighted-average
                  common stock equivalentsStock
                  options
              
              
              -
              
              
              -Warrants
              
              
              -
              
              
              -Weighted-average
                  common shares outstandingDiluted
              
              
              8,256,631
              
              
              7,960,000
   NOTE
        3-PROPERTY
        AND EQUIPMENT
  Property
        and equipment consist of the following at June 30, 2004 and 2003:
 **2004**
                
                **2003**Equipment
                
                $
                71,634
                
                $
                18,032Furniture
                    and Fixtures
                
                
                41,798
                
                
                29,552Transportation
                    Equipment
                
                
                54,621
                
                
                8,860168,053
                
                
                56,444Less:
                    accumulated depreciation
                
                
                34,484
                
                
                4,726Net
                    Book Value
                
                $
                133,569
                
                $
                51,718
  Depreciation
        expense for the six months ended June 30, 2004 and 2003 was $16,715 and $4,726,
        respectively.
   F
            - 9
  **SIGN
        MEDIA SYSTEMS, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **JUNE
        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 June
        30, 2004 under this lease are as follows:
 2004
                
                $
                30,0002005
                
                
                30,0002006
                
                
                30,0002007
                
                
                15,000$
                105,000
  Rent
        expense for the six months ended June 30, 2004 and 2003 was $19,086, and
        $17,036, 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 June
        30,
        2004, the Company was indebted to Go! Agency in the amount of
        $96,883.
 
 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, 2004 there was $136,021 due. Other
        due
        to related party advances were $36,097. Due to related parties totaled $269,001
        at June 30, 2004.
    F
            - 10
  **SIGN
        MEDIA SYSTEMS, INC.**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **JUNE
        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
        net deferred tax assets in the accompanying condensed consolidated balance
        sheets include the following components at June 30, 2004:
 Deferred
                    tax assets
                
                $
                172,401Deferred
                    tax valuation allowance
                
                
                (172,401
                )$
                -
  Due
        to the uncertainty of utilizing the approximate $446,450 in net operating
        losses, and recognizing the deferred tax assets, an offsetting valuation
        allowance has been established.
 
 NOTE
        8-STOCKHOLDERS’
        EQUITY
  As
        of June 30, 2004 and 2003, there were 100,000,000 shares of common stock
        authorized.
  As
        of June 30, 2004 and 2003, there were 8,593,334 and 7,960,000 shares of common
        stock issued and outstanding.
  During
        the six months ended June 30, 2004 the Company had the following stock
        transactions:
  The
        company issued 216,000 shares of common stock in conversion of a liability.
        In
        addition, the Company issued an additional 133,334 shares in May 2004 to
        complete the conversion.
 
  
  F
            - 11
  **SIGN
        MEDIA SYSTEMS, INC.**
 NOTES
        TO
        CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)JUNE
        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.
        The
        net income for the six months ended June 30, 2004 did not change as it remained
        at $231,261.
 Deficit,
                    restated at December 31, 2003
                
                
                ($554,272
                )Net
                    income for the six months ended June 30, 2004
                
                $
                231,261Deficit,
                    June 30, 2004, restated
                
                
                ($323,011
                )






F
          -
          12




**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





2004
            
            2003
              (restated)Revenue
            
            $
            654,484
            
            $
            103,968Cost
                of goods sold
            
            
            94,260
            
            
            33,424Gross
                profit
            
            
            560,224
            
            
            70,544Operating
                and other
              Expenses
            
            
            328,963
            
            
            305,859Net
                income (loss)
            
            $
            231,261
            
            $
            (235,315
            )Gross
                profit margin
            
            
            86
            %
            
            1
            %Earnings
                per share
              of
                common stock
            
            $
            0.028
            
            $
            (0.030
            )Weighted
                average of
              common
                shares
            
            
            8,256,631
            
            
            7,960,000





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 in earnings per
      weighted average common share based
      upon a weighted average of 8,256,631 common shares outstanding.








3





For
      the
      six months ended June 30, 2003, the Company generated $103,968 of revenue,
      $70,544 of gross profit, $(235,315) of net loss, and $(0.030) of net loss per
      weighted common share based
      upon a weighted average of 7,960,000 common shares outstanding.





Revenue
      for the six months ended June 30, 2004, increased $550,516 from the same period
      last year. Net income for the six months ended June 30, 2004, increased $466,576
      from the same period last year. Earnings per share for the six months ended
      June
      30,2004, increased $.0.06 from the same period last year.





Three
      Months Ended


June
      30





2004
            
            2003
              (restated)Revenue
            
            $
            371,884
            
            $
            88,217Cost
                of goods sold
            
            
            39,116
            
            
            17,796Gross
                profit
            
            
            332,768
            
            
            70,421Operating
                and other
              Expenses
            
            
            148,845
            
            
            141,706Net
                income (loss)
            
            $
            183,923
            
            $
            (71,285
            )Gross
                profit margin
            
            
            89
            %
            
            80
            %Earnings
                per share
              of
                common stock
            
            $
            0.022
            
            $
            (0.009
            )Weighted
                average of
              common
                shares
            
            
            8,460,000
            
            
            8,000,000





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. .





For
      the
      three months ended June 30, 2003, the Company generated $88,217of revenue,
      $70,421 of gross profit, $(71,285) of net loss, and $(0.009) of net loss per
      weighted average common share based upon a weighted average of 8,000,000
      outstanding.





Revenue
      for the three months ended June 30, 2004, increased $283,667 from the same
      period last year. Net income for the three months ended June 30, 2004, increased
      $255,208 from the same period last year. Earnings per share for the six months
      ended June 30,2004, increased $.03 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






4




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
      six
      months and the three months ended June 30, 2004, $647,762 or 99% of the
      Company’s revenue came from the sale of its mobile billboard mounting systems
      and $6,722 or 1% 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
      six
      months ended June 30, 2004, the Company’s sales to this customer were
      approximately $622,741 or 95% of all sales. During the three months ended June
      30, 2004, the Company’s sales to this customer were approximately $355,718 or 96
      % 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






5





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





**INDEX
      TO EXHIBITS.**


**Exhibit
                  Number**
              **Description
                  of Exhibit****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 and 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,
        2004.


6




**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:September
                26, 2005
            /s/
                Antonio F. Uccello,
                III
              Antonio F. Uccello, III
              Chief Executive Officer and
              Chief Financial
                Officer
              Chairman of the Board











7