**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
                1934For
                the quarterly period ended September 30, 2007[    ]
            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
                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)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.  Yes  [ X
      ]  No  [  ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange
      Act).  Yes  [  ]  No  [ X
      ]







**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:  12,026,355 Common Shares no par
      value as of September 30, 2007





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


1


**PART
      I — FINANCIAL INFORMATION**





**Item
      1.  Financial Statements.**



















**SIGN
      MEDIA SYSTEMS, INC.**





**CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS**





**SEPTEMBER
      30, 2007 AND 2006**


**(UNAUDITED)**




2


**SIGN
      MEDIA SYSTEMS, INC.**








**INDEX
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**








Condensed
      Consolidated Balance Sheet at September 30, 2007
      (Unaudited)                                                          
4





Condensed
      Consolidated Statements of Operations for the Nine and Three


Months
      Ended September 30, 2007 and 2006
      (Unaudited)                                                                                          
5





Condensed
      Consolidated Statements of Cash Flows for the


Nine
      Months Ended September 30, 2007 and 2006
      (Unaudited)                                                                                 
6





Notes
      to
      the Condensed Consolidated Financial Statements


(Unaudited)                                                                                                                                                                   7
      - 12


3


SIGN
      MEDIA SYSTEMS,
      INC.


CONSOLIDATED
      BALANCE SHEET
      (UNAUDITED)


SEPTEMBER
      30, 2007






ASSETS







**2007****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            277Accounts
                receivable, net
            
            
            946Prepaid
                expenses
            
            
            100,000**Total
                current assets**
            
            
            101,223**PROPERTY
                AND EQUIPMENT - Net**
            
            
            68,254**OTHER
                ASSETS**Due
                from related parties
            
            
            608,240**Total
                other assets**
            
            
            608,240**TOTAL
                ASSETS**
            
            $
            777,717**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Current
                portion of long-term debt
            
            $
            5,121Accounts
                payable and accrued expenses
            
            
            128,931Due
                to related parties
            
            
            42,767**Total
                current liabilities**
            
            
            176,819**TOTAL
                LIABILITIES**
            
            
            176,819**STOCKHOLDERS'
                EQUITY**Common
                stock, no par value, 100,000,000 shares authorized,12,026,355
                shares issued and outstandingat
                September 30, 2007
            
            
            1,757,400Additional
                paid-in capital
            
            
            671,700Accumulated
                deficit
            
            
            (1,828,202
            )**Total
                stockholders' equity**
            
            
            600,898**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            777,717




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






4





SIGN
      MEDIA SYSTEMS, INC. CONDENSED
        CONSOLIDATED STATEMENT OF
        OPERATIONS
 FOR
        THE SIX AND THREE MONTHS ENDED SEPTEMBER
        30, 2007 AND 2006 (UNAUDITED)






**NINE
                MONTHS ENDED**
            
            
            **THREE
                MONTHS ENDED****September
                30,**
            
            
            **September
                30,**
            
            
            **September
                30,**
            
            
            **September
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006****REVENUE**Sales
                Income
            
            $
            24,784
            
            
            $
            734,494
            
            
            $
            71
            
            
            $
            5,816**Total
                revenue**
            
            
            24,784
            
            
            
            734,494
            
            
            
            71
            
            
            
            5,816**COST
                OF GOODS SOLD**
            
            
            3,446
            
            
            
            26,929
            
            
            
            46
            
            
            
            11,109**GROSS
                PROFIT**
            
            
            21,338
            
            
            
            707,565
            
            
            
            25
            
            
            
            (5,293
            )**OPERATING
                EXPENSES**Professional
                fees and administrative payroll
            
            
            1,366,092
            
            
            
            40,976
            
            
            
            95,304
            
            
            
            10,277General
                and administrative expenses
            
            
            552,111
            
            
            
            276,815
            
            
            
            57,764
            
            
            
            63,178Depreciation
            
            
            30,498
            
            
            
            48,938
            
            
            
            10,166
            
            
            
            16,000**Total
                operating expenses**
            
            
            1,948,701
            
            
            
            366,729
            
            
            
            163,234
            
            
            
            89,455**INCOME
                (LOSS) BEFORE OTHER INCOME (EXPENSE)**
            
            
            (1,927,363
            )
            
            
            340,836
            
            
            
            (163,209
            )
            
            
            (94,748
            )**OTHER
                INCOME (EXPENSE)**Impairment
                of inventory
            
            
            (7,462
            )
            
            
            -
            
            
            
            -
            
            
            
            -Interest
                income and other
            
            
            22,744
            
            
            
            25,001
            
            
            
            7,284
            
            
            
            7,001Interest
                expense and penalty
            
            
            (9,980
            )
            
            
            (1,280
            )
            
            
            (9,598
            )
            
            
            -**Total
                Other Income (Expense)**
            
            
            5,302
            
            
            
            23,721
            
            
            
            (2,314
            )
            
            
            7,001**NET
                INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES**
            
            
            (1,922,061
            )
            
            
            364,557
            
            
            
            (165,523
            )
            
            
            (87,747
            )Provision
                for income taxes
            
            
            -
            
            
            
            77,775
            
            
            
            -
            
            
            
            -**NET
                INCOME (LOSS) APPLICABLE TO COMMON SHARES**
            
            $
            (1,922,061
            )
            
            $
            286,782
            
            
            $
            (165,523
            )
            
            $
            (87,747
            )**NET
                INCOME (LOSS) PER BASIC AND DILUTED SHARES**
            
            $
            (0.17
            )
            
            $
            0.03
            
            
            $
            (0.01
            )
            
            $
            (0.01
            )**WEIGHTED
                AVERAGE NUMBER OF COMMON****SHARES
                OUTSTANDING**
            
            
            11,456,234
            
            
            
            8,460,000
            
            
            
            11,787,724
            
            
            
            8,460,000




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







5


SIGN
        MEDIA SYSTEMS, INC. CONDENSED
          CONSOLIDATED STATEMENT OF CASH FLOWS
          (UNAUDITED)
 FOR
          THE SIX AND THREE MONTHS ENDED SEPTEMBER
          30, 2007 AND 2006


**2007**
            
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                income (loss)
            
            $
            (1,922,061
            )
            
            $
            286,782**Adjustments
                to reconcile net income (loss)****to
                net cash (used in) operating activities:**Depreciation
            
            
            30,498
            
            
            
            48,938Bad
                debt expense
            
            
            393,835
            
            
            
            -Issuance
                of common stock for consulting
            
            
            1,075,000
            
            
            
            -Issuance
                of common stock for compensation
            
            
            90,000
            
            
            
            -Impairment
                of inventory
            
            
            7,462
            
            
            
            -**Changes
                in assets and liabilities:**(Increase)
                in accounts receivable
            
            
            (946
            )
            
            
            (752,823
            )Decrease
                in inventory
            
            
            -
            
            
            
            17,538Increase
                in prepaid expenses and other current assets
            
            
            (100,000
            )
            
            
            -Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (63,471
            )
            
            
            22,352**Total
                adjustments**
            
            
            1,432,378
            
            
            
            (663,995
            )**Net
                cash (used in) by operating activities**
            
            
            (489,683
            )
            
            
            (377,213
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Acquisition
                of property and equipment
            
            
            (3,281
            )
            
            
            (5,612
            )Increase
                in interest receivable - related party
            
            
            -
            
            
            
            407,821Payments
                to related parties
            
            
            (192,109
            )
            
            
            -**Net
                cash provided by (used in) investing activities**
            
            
            (195,390
            )
            
            
            402,209**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Payments
                on long-term debt
            
            
            (6,867
            )
            
            
            (21,632
            )Issuance
                of common stock for cash
            
            
            362,500Proceeds
                from debt - related parties
            
            
            25,590
            
            
            
            -**Net
                cash provided by (used in) financing activities**
            
            
            381,223
            
            
            
            (21,632
            )**NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            (303,850
            )
            
            
            3,364**CASH
                AND CASH EQUIVALENTS - BEGINNING OF PERIOD**
            
            
            304,127
            
            
            
            2,252**CASH
                AND CASH EQUIVALENTS - END OF PERIOD**
            
            $
            277
            
            
            $
            5,616**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                paid during the year for interest
            
            $
            9,980
            
            
            $
            1,280Cash
                paid during the year for income taxes
            
            $
            -
            
            
            $
            1,280**SUPPLEMENTAL
                DISCLOSURE OF NON CASH INFORMATION:**Common
                stock issued for compensation
            
            $
            90,000
            
            
            $
            -Common
                stock issued for consulting
            
            $
            1,075,000
            
            
            $
            -Bad
                debt expense
            
            $
            393,835
            
            
            $
            -




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







6


**NOTE
        1-                ORGANIZATION
        AND BASIS OF PRESENTATION**
  The
        condensed consolidated unaudited interim financial statements included herein
        have been prepared, without audit, pursuant to the rules and regulations
        of the
        Securities and Exchange Commission.  The condensed consolidated
        unaudited financial statements and notes are presented as permitted on Form
        10-QSB and do not contain information included in the Company’s annual condensed
        consolidated unaudited statements and notes.  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 pursuant to such rules and regulations,
        although the Company believes that the disclosures are adequate to make the
        information presented not misleading.  It is suggested that these
        condensed consolidated unaudited financial statements be read in conjunction
        with the December 31, 2006 audited consolidated financial statements and
        the
        accompanying notes thereto.  While management believes the procedures
        followed in preparing these condensed consolidated unaudited 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 in the year.
 
 These
        condensed consolidated unaudited financial statements reflect all adjustments,
        including normal recurring adjustments which, in the opinion of management,
        are
        necessary to present fairly the consolidated operations and cash flows for
        the
        periods presented.
 
 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
                
                $
                752,823Fixed
                    assets, net of depreciation
                
                
                131,468Other
                    assets
                
                
                443,407Accounts
                    payable
                
                
                (238,622
                )Notes
                    payable
                
                
                (32,765
                )Other
                    payables
                
                
                (230,008
                )Total
                
                $
                826,303
 
 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 Power House, 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.  American Powerhouse
        was not actively engaged
        in any business at the time of the merger.  However, sometime prior to
        the merger, American Power House had acquired certain technology for the
        manufacture of a water machine in the form of a water cooler that manufactures
        water from ambient air.  Prior to the merger, American Power House
        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 Power House, 100,000 shares in the year ending December 31, 2003,
        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. At the time of the merger the Company was
        in
        negotiations with independent dealers in Central America who sold United
        States
        products in Central and South America and who had expressed a desire to market
        this product in that territory. Ultimately, the Company was unable to come
        to a
        satisfactory agreement with these dealers for the sale of this product.
        Accordingly, the Company is not currently engaged in the business of
        manufacturing and sale of this product. The Company will not become engaged
        in
        the business of manufacturing and selling this product until it can identify
        and
        come to a satisfactory agreement with an independent dealer or dealers in
        that
        territory for the sale of this product. The Company cannot currently predict
        when or if it will identify and come to a satisfactory agreement with an
        independent dealer or dealers in this territory for the sale of this product.
        Due to these problems with the Company’s plans for marketing and distribution of
        the water machine subsequent to the merger, the license has no carrying or
        book
        value for the periods ended September 30, 2007 and 2006 in the Company’s
        consolidated financial statements for September 30, 2007 and 2006. 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 $150,000 for the
        100,000 shares of stock issued in 2003 and subsequently impaired the entire
        amount. The Company issued the remaining 200,000 shares in 2004, and recorded
        a
        liability for stock to be issued at $300,000. There is a $450,000 charge
        against
        income reflected in the consolidated statements of income for the year ended
        December 31, 2003.
  **NOTE
        2-                SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Principles
        of Consolidation**
 
 The
        condensed consolidated unaudited 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 unaudited financial statements in
        conformity with accounting principles generally accepted in the United States
        of
        America requires management to make estimates and assumptions that affect
        the
        reported amounts of assets and liabilities and disclosures of contingent
        assets
        and liabilities at the date of the financial statements and the reported
        amounts
        of revenues and expenses during the reporting period.  Actual results
        could differ from those estimates.
 
 **Revenue
        and Cost Recognition**
 
 Currently,
        the Company has three primary sources of revenue:
 
 (1)
              The
                  sale and installation of their mounting
                  system;
 (2)
              The
                  printing of advertising images to be inserted on trucks utilizing
                  the
                  Company’s mounting systems; and
 (3)
              Third
                  party advertising.
 
    7
  **NOTE
        2-                SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 
 **Revenue
        and Cost Recognition (continued)**
  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. The Company recognizes revenue from
        the
        sale of its mounting systems and images when it completes the work and either
        ships or installs the products. The Company recognizes revenue from third
        party
        advertising only when it has the contractual right to receive such revenue.
        The
        Company does retain a liability to maintain systems and images that are
        installed for purposes of third party advertising. However, any damage caused
        by
        the operator of the truck is the responsibility of the lessor of the space
        and
        is not the Company’s liability.
  To
        date
        the Company has experienced no cost for maintaining these leased systems.
        All
        deposits are non-refundable.
 
 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 de minimus. 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 nine months ended September 30, 2007 and 2006.
 
 **Warranties**
 
 The
        Company offers manufacturers warranties that covers all manufacturer defects.
        The Company accrues warranty costs based on historical experience and
        management’s estimates. The Company has not experienced any losses in the past
        two years with respect to the warranties, therefore has not accrued any
        liability for the nine months ended September 30, 2007 and 2006. The following
        table represents the Company’s losses in the past two years with respect to
        warranties.
  **Balance**
              
              **Charged**
              
              
              
              **Balance****at
                  Beginning**
              
              **to
                  Costs and**
              
              
              
              **at
                  End of****of
                  Period**
              
              **Expenses**
              
              **Deductions**
              
              **Period**Nine
                  Months ended September 30, 2007
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              
              $
              -Nine
                  Months ended September 30, 2006
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              
              $
              -
  **Provision
        for Bad Debt**
 
 Under
        SOP
        01-6 "Accounting for Certain Entities (including Entities with Trade
        Receivables) That Lend to or Finance the Activities of Others” the Company has
        intent and belief that all amounts in accounts receivable are
        collectible.  The Company extends unsecured credit to its customers in
        the ordinary course of business but mitigates the associated credit risk
        by
        performing credit checks and actively pursuing past due accounts over 90
        days.
 
 Management's
        policy is to vigorously attempt to collect its receivables
        monthly.  The Company estimated the amount of the allowance necessary
        based on a review of the aged receivables from the major
        customer.  Management additionally instituted a policy for recording
        the recovery of the allowance if any in the period where it is
        recovered.
 
 Bad
        debt
        expense for the nine months ended September 30, 2007 and 2006 was $393,835
        and
        $-0-, respectively.
 
 **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.
  **Accounts
        Receivable**
 
 Accounts
        receivable are presented at face value, net of the allowance for doubtful
        accounts. The allowance for doubtful accounts is established through provisions
        charged against income and is maintained at a level believed adequate by
        management to absorb estimated bad debts based on current economic
        conditions.
 
 **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                                            3
        years
 
 **Advertising**
 
 Costs
        of
        advertising and marketing are expensed as incurred.  Advertising and
        marketing costs were $8,925 and $1,800 for the nine months ended September
        30,
        2007 and 2006, respectively.
 
 
 8
 
   ****NOTE
          2-               
SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES****
 **(CONTINUED)**


**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.
 
 **Inventory**
 
 Inventory
        consists of raw materials. Included in these raw materials are top rails,
        side
        rails, floating rails, fixed pivot rails, lever rails and right and left
        end
        caps. Inventory is stated at the lower of cost or market, utilizing the first
        in, first out method, “FIFO”, to determine which amounts are removed from
        inventory. On June 30, 2007, the inventory was impaired by the
        Company.
  **Income
        Taxes**
 
 The
        provision for income taxes includes the tax effects of transactions reported
        in
        the financial statements. Deferred taxes would be recognized for differences
        between the basis for assets and liabilities for financial statement and
        income
        tax purposes. The major difference relates to the net operating loss carry
        forwards generated by sustaining deficits.
 
 
 **Stock-Based
        Compensation**
 
 Employee
        stock awards under the Company's compensation plans are accounted for in
        accordance with Accounting Principles Board Opinion No. 25 (“APB 25”),
“*Accounting for Stock Issued to Employees*”, and related
        interpretations. The Company provides the disclosure requirements of Statement
        of Financial Accounting Standards No. 123, “*Accounting for Stock-Based
        Compensation*” (“SFAS 123”), and related interpretations. Stock-based awards
        to non-employees are accounted for under the provisions of SFAS 123 and has
        adopted the enhanced disclosure provisions of SFAS No. 148 “Accounting for
        Stock-Based Compensation- Transition and Disclosure, an amendment of SFAS
        No.
        123”.
 
 The
        Company measures compensation expense for its employee stock-based compensation
        using the intrinsic-value method. Under the intrinsic-value method of accounting
        for stock-based compensation, when the exercise price of options granted
        to
        employees is less than the estimated fair value of the underlying stock on
        the
        date of grant, deferred compensation is recognized and is amortized to
        compensation expense over the applicable vesting period. In each of the periods
        presented, the vesting period was the period in which the options were granted.
        All options were expensed to compensation in the period granted rather than
        the
        exercise date.
 
 The
        Company measures compensation expense for its non-employee stock-based
        compensation under the Financial Accounting Standards Board (FASB) Emerging
        Issues Task Force (EITF) Issue No. 96-18, “*Accounting for Equity Instruments
        that are Issued to Other Than Employees for Acquiring, or in Conjunction
        with
        Selling, Goods or Services*”.
 
 The
        fair
        value of the option issued is used to measure the transaction, as this is
        more
        reliable than the fair value of the services received. The fair value is
        measured at the value of the Company’s common stock on the date that the
        commitment for performance by the counterparty has been reached or the
        counterparty’s performance is complete. The fair value of the
        equity instrument is charged directly to compensation expense and additional
        paid-in capital.




**Loss
        per Share of Common Stock**
 
 Historical
        net (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.  Common stock
        equivalents are not included in the computation of diluted earnings per share
        when the Company reports a loss because to do so would be antidilutive for
        the
        periods presented.
 
 The
        following is a reconciliation of the computation for basic and diluted
        EPS:
 ****
 **September
                    30,****2007**
                
                
                **2006**Net
                    income (loss)
                
                $
                (1,922,061
                )
                
                $
                286,782Weighted-average
                    common shares outstandingBasic
                
                
                11,456,234
                
                
                
                8,460,000Weighted-average
                    common stock equivalentsStock
                    options
                
                
                -
                
                
                
                -Warrants
                
                
                -
                
                
                
                -Weighted-average
                    common shares outstandingDiluted
                
                
                11,456,234
                
                
                
                8,460,000
 **Recent
        Accounting Pronouncements**
 
 On
        December 16, 2004, the Financial Accounting Standards Board (“FASB”) published
        Statement of Financial Accounting Standards No. 123 (Revised 2004),
“*Share-Based Payment*” (“SFAS 123R”).  SFAS 123R requires that
        compensation cost related to share-based payment transactions be recognized
        in
        the financial statements.  Share-based payment transactions within the
        scope of SFAS 123R include stock options, restricted stock plans,
        performance-based awards, stock appreciation rights, and employee share purchase
        plans.  The provisions of SFAS 123R are effective for small business
        issuers as of the first interim period
        that begins after December 15, 2005.  The implementation of this
        standard did not currently have a material impact on the Company’s financial
        position, results of operations or cash flows.
  On
        December 16, 2004, FASB issued Financial Accounting Standards No. 153,
“*Exchanges of Non-monetary Assets*”, an amendment of APB Opinion No. 29,
“*Accounting for Non-monetary transactions*” (“FAS 153”).  This
        statement amends APB Opinion 29 to eliminate the exception for non-monetary
        exchanges of similar productive assets and replaces it with a general exception
        for exchanges of non-monetary assets that do not have commercial
        substance.  Under SFAS 153, if a non-monetary exchange of similar
        productive assets meets a commercial-substance criterion and fair value is
        determinable, the transaction must be accounted for at fair value resulting
        in
        recognition of any gain or loss.  FAS 153 is effective for
        non-monetary transactions in fiscal periods that begin after June 15,
        2005.  The implementation of this standard did not have a material
        impact on its financial position, results of operations or cash
        flows.
   
 9
 
    **NOTE
          2-                 SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 **(CONTINUED)**
 **Recent
          Accounting Pronouncements (continued)**
  In
        May
        2005, the FASB issued SFAS No. 154, “*Accounting Changes and Error
        Corrections.*”  SFAS No. 154 replaces Accounting Principles Board
        (“APB”) Opinion No. 20, “*Accounting Changes*” and SFAS No. 3,
“*Reporting Accounting Changes in Interim Financial
        Statements.*”  SFAS No. 154 requires retrospective application to
        prior periods’ financial statements of a voluntary change in accounting
        principles unless it is impracticable.  APB No. 20 previously required
        that most voluntary changes in accounting principle should be recognized
        by
        including the cumulative effect of changing to the new accounting principle
        in
        net income in the period of the change.  SFAS No. 154 is effective for
        accounting changes and corrections of errors made in fiscal years beginning
        after December 15, 2005.  The implementation of this standard did not
        have a material impact on the Company’s financial position, results of
        operations, or cash flows.
 
 In
        February 2006, the FASB issued SFAS No. 155, “*Accounting for Certain Hybrid
        Financial Instruments,*” an amendment of FASB Statements No. 133 and
        140.  SFAS No. 155 resolves issues addressed in SFAS No. 133
        Implementation Issue No. D1, “Application of Statement 133 to Beneficial
        Interests in Securitized Financial Assets,” and permits fair value measurement
        for any hybrid financial instrument that contains an embedded derivative
        that
        otherwise would require bifurcation., clarifies which interest-only strips
        and
        principal-only strips are not subject to the requirements
        of SFAS No. 133. establishes a requirement to evaluate interests in securitized
        financial assets to identify interests that are freestanding derivatives
        or that
        are hybrid financial instruments that contain an embedded derivative requiring
        bifurcation, clarifies that concentrations of credit risk in the form of
        subordination are not embedded derivatives and amends SFAS No. 140 to eliminate
        the prohibition on a qualifying special-purpose entity from holding a derivative
        financial instrument that pertains to a beneficial interest other than another
        derivative financial instrument.  SFAS No. 155 is effective for all
        financial instruments acquired or issued after the beginning of the first
        fiscal
        year that begins after September 15, 2006.  The implementation of this
        standard did not have a material impact on the Company’s financial position,
        results of operations, or cash flows.
 
 In
        March
        2006, the FASB issued SFAS No. 156, “*Accounting for Servicing of Financial
        Assets,*” an amendment of FASB Statement No. 140.  SFAS No. 156
        requires an entity to recognize a servicing asset or liability each time
        it
        undertakes an obligation to service a financial asset by entering into a
        service
        contract under a transfer of the servicer’s financial assets that meets the
        requirements for sale accounting, a transfer of the servicer’s financial assets
        to a qualified special-purpose entity in a guaranteed mortgage securitization
        in
        which the transferor retains all of the resulting securities and classifies
        them
        as either available-for-sale or trading securities in accordance with SFAS
        No.
        115, *“Accounting for Certain Investments in Debt and Equity Securities”*and an acquisition or assumption of an obligation to service a
        financial
        asset that does not relate to financial assets of the servicer or its
        consolidated affiliates.  Additionally, SFAS No. 156 requires all
        separately recognized servicing assets and servicing liabilities to be initially
        measured at fair value, permits an entity to choose either the use of an
        amortization or fair value method for subsequent measurements, permits at
        initial adoption a one-time reclassification of available-for-sale securities
        to
        trading securities by entities with recognized servicing rights and requires
        separate presentation of servicing assets and liabilities subsequently measured
        at fair value and additional disclosures for all separately recognized servicing
        assets and liabilities.  SFAS No. 156 is effective for transactions
        entered into after the beginning of the first fiscal year that begins after
        September 15, 2006.  The implementation of this standard did not have
        a material impact on the Company’s financial position, results of operations, or
        cash flows.
  In
        September 2006, the FASB issued SFAS No. 157, “*Fair Value
        Measurements,*” which provides a definition of fair value, establishes a
        framework for measuring fair value and requires expanded disclosures about
        fair
        value measurements.  SFAS No. 157 is effective for financial
        statements issued for fiscal years beginning after November 15, 2007 and
        interim
        periods within those fiscal years.  The provisions of SFAS No. 157
        should be applied prospectively.  Management is assessing the
        potential impact on its financial condition and results of
        operations.
  In
        September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
        Benefit Pension and Other Postretirement Plans,” which amends SFAS No. 87,
“Employers’ Accounting for Pensions,” SFAS No. 88, “Employers’ Accounting for
        Settlements and Curtailments of Defined Benefit Plans and for Termination
        Benefits,” SFAS No. 106, “Employers’ Accounting for Postretirement Benefits
        Other Than Pensions,” and SFAS No. 132R, “Employers’ Disclosures about Pensions
        and Other Postretirement Benefits (revised 2003).”  This statement
        requires companies to recognize an asset or liability for the overfunded
        or
        underfunded status of their benefit plans in their financial
        statements.  SFAS No. 158 also requires the measurement date for plan
        assets and liabilities to coincide with the sponsor’s year-end.  The
        standard provides two transition alternatives related to the change in
        measurement date provisions.  The recognition of an asset and
        liability related to the funded status provision is effective for fiscal
        years
        ending after December 15, 2006 and the change in measurement date provisions
        is
        effective for fiscal years ending after December 15, 2008.  This
        pronouncement has no effect on the Company at this time.
  In
        February, 2007 the FASB issued SFAS No. 159, “*The Fair Value Option for
        Financial Assets and Liabilities,”*including an amendment to SFAS No. 115,
“*Accounting for Certain Investments in Debt and Equity Securities,”*applicable to all entities with available-for-sale and trading
        securities.  SFAS No. 159 permits entities to measure many financial
        instruments and certain other items at fair value.  Eligible items
        include recognized financial assets and liabilities other than investments
        or
        interests which an entity is required to consolidate, financial assets or
        liabilities recognized under leases, deposit liabilities of financial
        institutions, or financial instruments that are classified by the issuer
        as a
        component of shareholders’ equity.  Also eligible are firm commitments
        that would otherwise not be recognized at inception and that involve
        only
  financial
        instruments, non-financial insurance contracts and warranties that the issuer
        can settle by paying a third party to provide those goods or services, and
        host
        financial instruments that result from separation of an embedded non-financial
        derivative instrument from a non-financial hybrid instrument.  SFAS
        No. 159 is effective as of the beginning of an entity’s fiscal year that begins
        after November 15, 2007.  This pronouncement
 has
        no
        effect on the Company at this time.
 
 **NOTE
        3-                ACCOUNTS
        RECEIVABLE**
 
 Accounts
        receivable consists of the
        following at September 30, 2007:


**2007**Accounts
                  receivable
              
              $
              946Less
                  allownace for doubtful accounts
              
              
              -Total
                  accounts receivable, net
              
              $
              946




NOTE
      4- **PROPERTY
      AND EQUIPMENT**





Property
      and equipment consists of the following at Septemeber 30, 2007:




**2007**Equipment
              
              $
              128,745Furniture
                  and Fixtures
              
              
              112,022Transportation
                  Equipment
              
              
              24,621265,388Less:
                  Accumulated Depreciation
              
              
              197,134Net
                  Book Value
              
              $
              68,254




10




**NOTE
        5-                 PREPAID
        EXPENSES**
 
 During
        the nine months ended September 30, 2007, the Company made two $50,000 payments
        to independent consultants for future service to be provided to the Company.
        The
        Company will amortize these prepaid expenses to expense over the next six
        months
        as the service are being performed on behalf of the Company.
  **NOTE
        6-                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 September 30, 2007 and 2006, there was $0
        and $0
        due to Olympus, respectively.
 
 On
        June
        28, 2005, the Company loaned $1,200,000 to Olympus Leasing Company, a related
        party. At June 28, 2005, Antonio F. Uccello, III, was, and is now the President,
        Chairman, a minority owner of the issued and outstanding shares of stock
        of
        Olympus Leasing and reports to its board of directors. Antonio F. Uccello,
        III,
        was and is one of the Company’s officers and directors and an indirect
        shareholder of Sign Media Systems, Inc. The loan is for a period of five
        years
        with interest accruing on the unpaid balance at 5.3% per annum payable annually,
        with the entire principle and unpaid interest due and payable in full on
        June
        28, 2010.
 
 There
        is
        no prepayment penalty. The purpose of the loan was to obtain a higher interest
        rate than is currently available at traditional banking institutions. Olympus
        Leasing’s primary business is making secured loans to chiropractic physicians
        throughout the United States for the purchase of chiropractic adjustment
        tables.
        The loans are generally for less than $3,000 each and are secured by a first
        lien on each chiropractic adjustment table. The chiropractic physician
        personally guarantees each loan. The rate of return on the Olympus Leasing
        loans
        is between 15% and 25% per annum. To date, Olympus Leasing has suffered no
        loss
        from any loan to a chiropractic
        physician for the purchase of a chiropractic adjustment table. There is an
        excellent market for the re-sale of tables, which may be the subject of a
        foreclosure. Olympus Leasing currently has in excess of $1,000,000 in
        outstanding finance receivables from chiropractic physicians secured by a
        first
        lien on each chiropractic adjustment table.
  Since
        the
        making of the loan by the Company to Olympus Leasing, Olympus Leasing has
        made
        payments to the Company of $956,272 pursuant to the note. The remaining balance
        that was due from related party on the balance sheet was $608,240 on September
        30, 2007.


**NOTE
        7-               
SHORT-TERM DEBT**
 
 Short-term
        debt consists of an installment note with GMAC Finance. Balance due on September
        30, 2007 was $5,121.
 
 **NOTE
        8-               
PROVISION FOR INCOME TAXES**
 
 There
        was
        no provision for income taxes during the nine months ended September 30,
        2007.
        For the nine months ended September 30, 2006 there was a $77,775
        provision.
 
 In
        conformity with SFAS No. 109, deferred tax assets and liabilities are classified
        based on the financial reporting classification of the related assets and
        liabilities, which give rise to temporary book/tax differences. Deferred
        taxes
        were immaterial at September 30, 2007.


NOTE
      9-               
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 rent is $30,000 per annum. The lease expires in November
        of 2007.
 
 Rent
        expense for the nine months ended September 30, 2007 and 2006 was $18,952,
        and
        $8,025, respectively.




NOTE
      10-            
CONCENTRATION OF CREDIT RISK




A
        material part of the Company’s business was dependent upon one key customer
        throughout its history. The Company is no longer doing business with that
        customer which represented 99% of their revenue.




**NOTE
        11-              STOCKHOLDERS’
EQUITY**
 
 As
        of
        September 30, 2007 and 2006, there were 100,000,000 shares of common stock
        authorized.
 
 As
        of
        September 30, 2007 and 2006, there were 12,026,355 and 8,460,000 shares of
        common stock issued and outstanding, respectively.
 
 The
        following is a list of the common stock transactions during the nine months
        ended September 30, 2007:
 
 On
        January 10, 2007, the Company issued 150,000 shares of its common stock at
        a
        fair market value of $75,000, for services provided to the Company.
 
 On
        January 12, 2007, the Company issued 2,000,000 shares of its common stock
        at a
        fair market value of $1,000,000, for consulting services provided to the
        Company.
 
 On
        February 8, 2007, the Company issued 300,000 shares of its common stock at
        a
        fair market value of $90,000, as additional compensation for an employee’s past
        services to the Company.
  11
  **NOTE
        11-              STOCKHOLDERS’
EQUITY**
 **(CONTINUED)**
  On
        July
        12, 2007, the Company issued 14,706 shares of its common stock for $10,000
        in
        cash.
 
 On
        July
        23, 2007, the Company issued 36,765 share of its common stock for $25,000
        in
        cash.
 
 On
        July
        31, 2007, the Company issued 110,294 shares of its common stock for $75,000
        in
        cash.
 
 On
        August
        13, 2007, the Company issued 73,529 shares of its common stock for $50,000
        in
        cash.
 
 On
        August
        16, 2007, the Company issued 148,897 shares of its common stock for $101,250
        in
        cash.
 
 On
        August
        17, 2007, the Company issued 148,897 share of its common stock for $101,250
        in
        cash.
 
 There
        were no options or warrants granted during the period beginning on January
        28,
        2002 (inception) ending September 30, 2007.







**NOTE
      12-              SUBSEQUENT
      EVENT**





On
      September 24, 2007, the Company filed Schedule 14C with the Securities and
      Exchange Commission (SEC), informing that the Company has amended its Articles
      of Incorporation to change the Company’s name to “International Consolidated
      Companies, Inc.” Since the name change occurred near the end of the nine months
      ended September 30, 2007, the Company decided to file this 10-QSB under the
      current name of “Sign Media Systems, Inc.”, and beginning with the filing of its
      December 31, 2007 10-KSB, the Company will use it new name of “International
      Consolidated Companies, Inc.”





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 CONTINUING OPERATIONS





The
      following tables set forth certain of our summary selected unaudited operating
      and financial data.  The following table should be read in conjunction
      with all other financial information and analysis presented herein.




Nine
      Months Ended


September
      30





2007
            
            
            2006Total
                Revenue
            
            $
            24,784
            
            
            $
            734,494Cost
                of Goods Sold
            
            
            3,446
            
            
            
            26,929Gross
                profit
            
            
            21,338
            
            
            
            707,565Total
                Operating Expenses
            
            
            1,948,701
            
            
            
            366,729Net
                Income (Loss) Before
              Other
                Income (Expense)
            
            
            (1,927,363
            )
            
            
            340,836Total
                Other Income
              (Expense)
            
            
            5,302
            
            
            
            23,721Net
                Income (Loss)Before
              Provision
                For Income
              Taxes
            
            
            (1,922,061
            )
            
            
            364,557Provision
                For Income
              Taxes
            
            
            -
            
            
            
            (77,775
            )Net
                Income (Loss)
              Applicable
                To Common
              Shares
            
            $
            (1,922,061
            )
            
            $
            286,782Net
                Income (Loss) Per
              Basic
                And Diluted Shares
            
            $
            (0.17
            )
            
            $
            0.03Weighted
                Average
              Number
                OF Common
              Shares
                Outstanding
            
            
            11,456,234
            
            
            
            8,460,000Gross
                profit margin
            
            
            86
            %
            
            
            96
            %





For
      the
      Nine months ended Sept 30, 2007, the Company had Total Revenue of $24,787,
      Cost
      of Goods Sold of $3,446, Gross Profit of $21,338, Total Operating Expenses
      $1,948,701, Net Income (Loss Before Other
      Income (Expense) of $(1,927,363), Total Other Income (Expense) $5,302, Net
      Income (Loss) Before Provision For Income Taxes of $(1,922,061), a Provision
      For
      Income Taxes of $0.00, Net Income (Loss) Applicable to Common Shares of
      $(1,922,061), and Net Income (Loss) Per Basic and Diluted Shares of $(0.17)
      based on 11,456,234 Weighted Average Number Of Common Shares
      Outstanding. 
 For
        the
        nine months ended September 30, 2006, the Company had Total Revenue of $734,494,
        Cost of Goods Sold of $26,929, Gross profit of $707,565, Total Operating
        Expenses of $366,729, Net Income (Loss) Before Other Income (Expense) of
        $340,836, Total Other Income (Expense) of $23,721, Net Income (Loss) Before
        Provision For Income Taxes of $364,557, a Provision For Income Taxes of
        $(77,775), Net Income (Loss) Applicable To Common Shares of $286,782 and
        Net
        Income (Loss) Per Basic and Diluted Shares of $0.03 based on 8,460,000 Weighted
        Average Number Of Common Shares Outstanding.
 Three
        Months Ended


September
      30





2007
            
            
            2006Revenue
            
            $
            71
            
            
            $
            5,816Cost
                of Goods Sold
            
            
            46
            
            
            
            11,109Gross
                profit
            
            
            25
            
            
            
            (5,293
            )Total
                Operating Expenses
            
            
            163,234
            
            
            
            89,455Net
                Income (Loss) Before
              Other
                Income (Expense)
            
            
            (163,209
            )
            
            
            (94,748
            )Total
                Other Income
              (Expense)
            
            
            (2,314
            )
            
            
            7,001Net
                Income (Loss)Before
              Provision
                For Income
              Taxes
            
            
            (165,523
            )
            
            
            (87,747
            )Provision
                For Income
              Taxes
            
            
            -
            
            
            
            -Net
                Income (Loss)
              Applicable
                To Common
              Shares
            
            $
            (165,523
            )
            
            $
            (87,747
            )Net
                Income (Loss) Per
              Basic
                And Diluted Shares
            
            $
            (0.01
            )
            
            $
            0.01Weighted
                Average
              Number
                OF Common
              Shares
                Outstanding
            
            
            11,787,724
            
            
            
            8,460,000Gross
                profit margin
            
            
            35
            %
            
            
            (91
            )%







13




For
      the
      three months ended September 30, 2007, the Company had Total Revenue of $71,
      Cost of Goods Sold of $46, Gross profit of $25, Total Operating Expenses of
      $163,234, Net Income (Loss) Before Other Income (Expense) of $(163,209), Total
      Other Income (Expense) of $(2,314), Net Income (Loss) Before Provision For
      Income Taxes of $(165,523), a Provision For Income Taxes of $-, Net Income
      (Loss) Applicable To Common Shares of $(165,523) and Net Income (Loss) Per
      Basic
      and Diluted Shares of $(0.01) based on 11,787,724 Weighted Average Number Of
      Common Shares Outstanding.




For
      the
      three months ended September 30, 2006, the Company had Total Revenue of $5,816,
      Cost of Goods Sold of $11,109, Gross profit of $(5,293), Total Operating
      Expenses of $89,455, Net Income (Loss) Before Other Income (Expense) of
      $(94,748), Total Other Income (Expense) of $7,001, Net Income (Loss) Before
      Provision For Income Taxes of $(87,747), a Provision For Income Taxes of $-,
      Net
      Income (Loss) Applicable To Common Shares of $(87,747) and Net Income (Loss)
      Per
      Basic and Diluted Shares of $0.01 based on 8,460,000 Weighted Average Number
      Of
      Common Shares Outstanding.




MANAGEMENT’S
      DISCUSSION





The
      Company’s revenue decreased by $709,710 from nine month period to nine month
      period.  The Company attributes the decreases in Revenue, Gross
      Profit, Net Income Before Other Income, Net Income Before Provision For Income
      tax, Net Income Applicable to Common Shares, and Net Income Per Basic And
      Diluted Shares to the loss of one key customer that had previously accounted
      to
      more than ninety percent (90%) of the Company’s sales.





The
      Company attributes the increase in Total Operating Expenses to (a) the issuance
      of 150,000 shares of its unregistered restricted common stock valued at $75,000
      for unpaid consulting services performed over  a period of three
      years, (b) the issuance of 300,000 shares of its unregistered restricted common
      stock valued at $90,000  to an officer of the Company for unpaid
      services for a period of five years, and (c) the issuance of 2,000,000 shares
      of
      its registered common stock valued at $1,000,000 for consulting services for
      a
      total of $1,550,000.





The
      Company will require significant additional 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 2007, 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.





Because
      of the loss of a key customer and a corresponding decline in revenue, the
      Company’s Board of Directors have authorized the Company’s officers to pursue
      raising additional capital of up to $5,000,000 by the means of a private
      placement of its common stock pursuant to Regulation 230.506 of Regulation
      D
      promulgated by the Securities and Exchange Commission pursuant to the Securities
      Act of 1933.  The proceeds from the private placement will be utilized
      to expand the Company’s current business. and to seek the  acquisition
      of non-related businesses,  primarily in China.  There is no
      assurance that the private placement will attract sufficient additional capital
      for these purposes.





**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.  Recent Sales of Unregistered Securities.**





The
      following information is furnished with regard to all securities sold by us
      within the past three years that were not registered under the Securities
      Act.  The issuances described hereunder were made in reliance upon the
      exemptions from registration set forth in Section 4(2) of the Securities Act
      relating to sales by an issuer not involving any public offering.  All
      securities sold by us within the past three years were shares of common stock,
      no par value.  No underwriter was used in any of these transactions
      and there were no underwriting discounts or commissions paid. (1)








Date
            Name
            Number
                of Shares
            Consideration
                in DollarsJanuary
                24, 2007
            Marcus
                Faller
            150,000
            Services
              75,000February
                8, 2007
            Evelyn
                P. Silva
            300,000
            Services
              90,000Total
            
            
            $165,00





The
      Company claims an exemption from registration for common stock issued to the
      above purchasers Pursuant to Section 4(2) of the Securities Act of
      1933.  All of the above purchasers, were provided
      the  Company’s  non-financial statement and financial
      statement information described in Section 502(b)(2) of Regulation D promulgated
      by the Securities and Exchange Commission.  Prior to each sale, each
      of these purchasers was afforded the opportunity to ask questions and receive
      answers concerning the terms and conditions of the offering and to obtain
      additional information we possessed or could acquire without unreasonable effort
      or expense to verify the accuracy of the information provided
      them.  The Company took reasonable care to insure that the shares of
      stock sold to these purchasers could not be resold without registration under
      the Securities Act of 1933 (the “Act”) or an exemption there from and that these
      purchasers were not underwriters under that Act and in connection there
      with:  (a) made reasonable inquiry to insure that these purchasers
      were acquiring the shares of stock for themselves and not for any other persons;
      (b) provided written disclosure to each purchaser that the shares of stock
      had
      not been registered under the Act and therefore could not be resold unless
      registered under the Act or unless an exemption from registration is available;
      and (c) placed a restrictive legend on the shares of stock stating that they
      had
      not been registered under the act and setting forth restrictions on their
      transferability and sale.  Finally, the Company made reasonable
      inquiry to insure that each of these purchasers had such knowledge and
      experience in financial and business matters that each purchaser was capable
      of
      evaluating the merits and risks of investment in the shares of stock and of
      making an informed investment decision with respect thereto or had consulted
      with advisors who possess such knowledge and experience.





In
      the
      year ended December 31, 2006, we issued 583,267 shares of unregistered common
      stock to satisfy liabilities for stock to be issued in prior years for a total
      of $224,900.  Reference is made to the Company’s First Amended Form
      10-K for the period ended December 31, 2005 dated April 17, 2006 and filed
      with
      the Securities and Exchange Commission on April 17, 2006,which is incorporated herein
      by
      reference.





In
      addition to the above, reference is made to the Company’s Form 8-K, Section 3 -
      Securities and Trading Markets dated August 15 2007 and filed with the
      Securities and Exchange Commission on August 15, 2007, which is incorporated
      herein by reference.








14





**Item
      3.  Defaults Upon Senior Securities.**





NONE





**Item
      4.  Submission of Matters to a Vote of Security
      Holders.**





NONE





**Item
      5.  Other Information.**





On
      June
      28, 2005, the Company loaned, $1,200,000 to Olympus Leasing Company, a related
      party.  At June 28, 2005, Antonio F. Uccello, III, was, and is now the
      President, Chairman and a minority owner of the issued and outstanding shares
      of
      stock of Olympus Leasing and reports to its board of
      directors.  Antonio F. Uccello, III, was and is one of the Company’s
      officers and directors and an indirect shareholder of Sign Media Systems,
      Inc.  The loan is for a period of five years with interest accruing on
      the unpaid balance at 5.3% per annum payable annually, with the entire principal
      and unpaid interest due and payable in full on June 28, 2010.  There
      is no prepayment penalty.  The purpose of the loan was to obtain a
      higher interest rate than is currently available at traditional banking
      institutions.  Olympus Leasing’s primary business is making secured
      loans to chiropractic physicians throughout the United States for the purchase
      of chiropractic adjustment tables.  The loans are generally for less
      than $3,000 each and are secured by a first lien on each chiropractic adjustment
      table.  Each loan is personally guaranteed by the chiropractic
      physician.  The rate of return on the Olympus Leasing loans is between
      15% and 25% per annum.  To date, Olympus Leasing has suffered no loss
      from any loan to a chiropractic physician for the purchase of a chiropractic
      adjustment table.    On January 3, 2007, the Company
      pursuant to the future advance clause in this note loaned Olympus Leasing an
      additional $300,000.  Since the making of the loan, including future
      advances thereon, by the Company to Olympus Leasing, Olympus Leasing has made
      payments to the Company of $956,272 pursuant to the note attached hereto as
      Exhibit 10.6.  The remaining balance that was due from related party
      on the balance sheet was $608,240 on September 30, 2007.  Because of
      the foregoing facts, the Company believes that the probability of a default
      on
      the loan by it to Olympus Leasing is unlikely.  The current principal
      balance due to the Company from Olympus Leasing is $594,746.  There is
      an excellent market for the re-sale of chiropractic adjustment tables which
      may
      be the subject of a foreclosure.  Olympus Leasing currently has in
      excess of $1,000,000 in outstanding finance receivables from chiropractic
      physicians secured by a first lien on each chiropractic adjustment
      table.





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





**INDEX
      TO EXHIBITS.**





**EXHIBIT**


**NUMBER                                DESCRIPTION
      OF EXHIBIT**


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


10.6
            Promissory
                Note described in Part I, Item 2, Management's Discussion and Analysis
                or
                Plan of Operation above which is incorporated herein by reference
                from the
                Company’s Second Amended Form 10-QSB, Quarterly Report under Section 13 or
                15(d) of the Exchange Act for the period ended June 30, 2005 and
                filed
                with the Securities and Exchange Commission on November 22,
                2005.





31.1
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





31.2
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.





32.1
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





32.2
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





The
      Company filed two Forms 8K for the quarter ended September 30, 2007 dated August
      13, 2007 and filed with the Securities and Exchange Commission on August 15,
      2007 relating to the unregistered sale of equity securities under rule
      506.





The
      Company filed a pre 14c on September 10, 2007 and a def 14c September 24,
      2007.




**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:
                November 19, 2007
            /s/Antonio
                F. Uccello, III
              Antonio
                F. Uccello, III
              Chief
                Executive Officer
              Chairman
                of the Board