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 March 31, 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 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 CONTINUING OPERATIONS

                                                     Three Months Ended
                                                           March 31

                                                2004                  2003
                                                                   (restated)

Revenue                                 $      282,600         $      15,751
Cost of goods sold                              55,144                15,628
                                        ---------------        --------------

Gross profit                                   227,456                   123
Operating and
   other expense                               180,118               164,153
                                        ---------------        --------------

Income (loss) from
  continuing operations                 $       47,338         $    (164,030)
                                        ===============        ==============

Gross profit margin                                80%                     1%

Earnings per share
   of common stock                      $       0.006          $      (0.021)
                                        ==============         ==============

The Company generated $282,600 of revenue, $227,456 of gross profit, $47,338 of
net earnings from continuing operations and $0.006 in earnings per
weighted-average common share from continuing operations for the three months
ended March 31, 2004.

For total operations, net income for the three months ended March 31, 2004, was
$47,338 or $0.006 in earnings per weighted-average common share with 8,222,222
weighted average common shares outstanding compared with a net loss of
$(164,030) or $(0.021) in earnings per weighted-average common with 8,000,000
weighted average common shares outstanding for the three months ended March 31,
2003.

Revenue for the three months ended March 31, 2004, increased $266,849 from the
same period last year. Cost of goods sold for the three months ended March 31,
2004, increased $39,516 from the same period last year. Operating and other
expenses for the three months ended March 31, 2004, increased $15,965 from the
same period last year. Net income from continuing operations for the three
months ended March 31, 2004, increased $211,368 from the same period last year.

Earnings per weighted-average common share was $0.006 for the three months ended
March 31, 2004, based on weighted-average common shares outstanding of
8,222,222, and earnings per weighted-average common share was $(0.021) for the
three months ended March 31, 2003 based upon weighted-average common shares
outstanding of 8,000,000.

MANAGEMENT'S DISCUSSION

The Company attributes the increase in revenue, cost of revenue, gross profit,
operating expenses and income form continuing operations 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.

The Company currently has a working capital deficit. 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 2005, 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.

                          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 March 31, 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



EXHIBIT 1




                            SIGN MEDIA SYSTEMS, INC.

                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           FOR THE THREE MONTHS ENDED

                             MARCH 31, 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 March 31, 2004      F-1

Condensed Consolidated Statements of Income (Operations) for the
   Three Months Ended March 31, 2004 and 2003 (Unaudited)                  F-2

Condensed Consolidated Statements of Cash Flows for the Three
   Months Ended March 31, 2004 and 2003 (Unaudited)                        F-3

Notes to Condensed Consolidated Financial Statements                    F-4-11

<PAGE>
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                 MARCH 31, 2004

                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents                          $             149,559

  Accounts receivable                                              546,949

  Inventory                                                        46,674
                                                     ------------------------


    Total Current Assets                                          743,182
                                                     ------------------------


PROPERTY AND EQUIPMENT - Net                                      111,251
                                                     ------------------------

TOTAL ASSETS                                         $            854,433
                                                     ========================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES

  Current Portion of long-term debt                  $              17,940

  Accounts payable and accrued expenses                            172,071
                                                     ------------------------


      Total Current Liabilities                                    190,011
                                                     ------------------------


LONG-TERM DEBT - Net of Current Portion                             20,682


DUE TO OFFICERS/STOCKHOLDERS                                        44,960


DUE TO RELATED PARTY COMPANIES                                     433,015
                                                     ------------------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value, 100,000,000
    shares authorized at March 31, 2004 and
    8,460,000 issued and outstanding
   at March 31, 2004.                                                5,000

  Additional paid-in capital                                       214,437

  Accumulated deficit                                              (53,672)
                                                     ------------------------


      Total Stockholders' Equity                                   165,765
                                                     ------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $             854,433
                                                     ========================
                                       F-1
<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
                   CONDENSED STATEMENTS OF INCOME (OPERATIONS)
         FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)



                                              2004                     2003
                                         ----------------      ----------------

REVENUE - NET OF DISCOUNTS              $       282,600        $      15,751


COST OF GOODS SOLD                               55,144               15,628
                                        ----------------       --------------

GROSS PROFIT                                    227,456                  123
                                        ----------------       --------------

OPERATING EXPENSES

   Professional fees                             21,357                7,500

   General and administrative expenses          154,169               93,461

   Depreciation                                   4,500                2,363
                                        ----------------       ---------------

       Total Operating Expenses                 180,026              103,324
                                        ----------------       ---------------


NET INCOME (LOSS) BEFORE OTHER (EXPENSE)         47,430             (103,201)

OTHER (EXPENSE)

   Interest expense                                 (92)              (5,127)
                                        ----------------       ---------------

       Total Other (Expense)                        (92)              (5,127)
                                        ----------------       ----------------

NET INCOME (LOSS) AFTER OTHER (EXPENSES) $       47,338        $     (108,328)
                                        ================       ================

NET INCOME (LOSS) PER BASIC AND
   DILUTED SHARES                        $        0.006        $       (0.014)
                                         ===============       ===============

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

                                      F-2
<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)


                                                        2004         2003
                                                  --------------  -----------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                              $      47,338   $  (108,328)
                                                  -------------   -----------
   Adjustments to reconcile net loss to
      net cash provided by (used in)
      operating activities

      Depreciation                                        4,500         2,363

  Changes in assets and liabilities
     (Increase) decrease in accounts receivable          24,949        (8,574)

     (Increase) in inventory                             (8,283)         (425)

     Decrease in prepaid expenses and other assets       55,144             -

     Increase in accounts payable and accrued expenses   19,111        16,685

     (Decrease) in income taxes payable                  (4,000)            -
                                                   --------------   ----------
     Total adjustments                                   91,421        10,049
                                                   --------------   ----------

     Net cash provided by (used in)
        operating activities                            138,759       (98,279)
                                                   --------------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions of fixed assets                         (12,697)      (56,444)
                                                   --------------   ----------

      Net cash (used in) investing activities           (12,697)      (56,444)
                                                   --------------   ----------

CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds (Payments) on long-term debt,
      net of current portion                             (8,238)       13,702
    Payments to officers/stockholders                      (944)       (5,889)
    Proceeds (Payments) to related party companies      (14,389)      112,154
    Contribution of additional paid in capital                -        29,937
                                                   -------------   -----------

Net cash provided by (used in) financing activities     (23,571)      149,904
                                                   -------------   -----------

NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                           102,491        (4,819)

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

CASH AND CASH EQUIVALENTS - END OF PERIOD          $    149,559    $      319
                                                   =============   ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                               $        (92)   $   (5,127)
                                                   =============    ===========

                                      F-3
<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 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 March 31, 2004 financial statements
                  by restating the 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


<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)

                  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                         $30,668
                  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.



                                       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)

                  On November 17, 2003, the Company entered into a merger
                  agreement by and among American Powerhouse, Inc., a Delaware
                  corporation and its wholly owned subsidiary, Sign Media
                  Systems Acquisition Company, Inc., a Florida corporation and
                  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 March 31, 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 three months ended March 31, 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.

                  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.
                                       F-6
<PAGE>
                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 2004 AND 2003


NOTE 2-  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  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.

                  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,
                  2004 and 2003.


                                       F-7


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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 $2,733 and $16,309 for
                  the three months ended March 31, 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 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.


                                       F-8


<PAGE>


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


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,
                                                        2004            2003
                                                      ---------       --------

                  Net income (loss)                   $  47,338      $ (164,030)
                                                      =========      ==========

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

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

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

NOTE 3-           PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at March 31,
                  2004 and 2003:

                                                        2004            2003
                                                      ---------       --------
                  Equipment                           $  39,217       $  18,032
                  Furniture and Fixtures                 35,947          29,552
                  Transportation Equipment               54,621           8,860
                                                      ---------       ---------
                                                        129,785          56,444
                  Less:  accumulated depreciation        18,534           2,363
                                                      ---------       ---------

                  Net Book Value                      $ 111,521       $  54,081
                                                      =========       =========

                  Depreciation expense for the three months ended March 31, 2004
                  and 2003 was $4,500 and $2,363, respectively.


                                       F-9


<PAGE>


                            SIGN MEDIA SYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                             MARCH 31, 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 March 31, 2004 under this lease are as follows:

                        2004                                    $ 30,000
                        2005                                      30,000
                        2006                                      30,000
                        2007                                      27,500
                                                                --------
                                                                $117,500
                                                                ========

                  Rent expense for the three months ended March 31, 2004 and
                  2003 was $11,781, and $8,643, 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, 2004 there was
                  $265,244 due. Other due to related party advances were
                  $212,461. Due to related parties totaled $477,705 at March 31,
                  2004.

NOTE 6-  LONG-TERM DEBT

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

                                      F-10


<PAGE>


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


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, 2004:

                  Deferred tax assets                           $ 172,401
                  Deferred tax valuation allowance               (172,401)
                                                                ---------
                                                                $       -
                                                                =========
                  Due to the uncertainty of utilizing the approximate $630,373
                  in net operating losses, and recognizing the deferred tax
                  assets, an offsetting valuation allowance has been
                  established.

NOTE 8-           STOCKHOLDERS' DEFICIT

                  As of March 31, 2004 and 2003, there were 100,000,000 shares
                  of common stock authorized.

                  As of March 31, 2004 and 2003, there were 8,460,000 and
                  7,960,000 shares of common stock issued and outstanding.

                  During the three months ended March 31, 2004 the Company had
                  the following stock transactions:

                  The company issued 216,000 shares of common stock in
                  conversion of a liability for stock to be issued in 2003.

NOTE 9-           PRIOR PERIOD ADJUSTMENT

                  During the three months ended March 31, 2004, the Company
                  issued 216,000 of common stock in conversion of a liability
                  for stock to be issued. This conversion had no effect on any
                  income or expenses for the three months ended March 31, 2004.

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

                  Net income for the three months ended
                      March 31, 2004                                   $47,338
                                                                     ----------

                  Deficit, March 31, 2004, restated                  ($630,373)
                                                                     ==========

                                      F-11