**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**AMENDMENT
        NO. 2 TO** **FORM
        10-KSB**




(Mark
      One)




x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




**For
      the fiscal year ended December 31, 2005**




o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




For
      the
      transition period from ___________ to ___________




**Commission
      File number 000-51185**




**SIGNET
      INTERNATIONAL HOLDINGS, INC.**


(Name
      of
      small business issuer in its charter)




**DELAWARE**
            **98-0403551**(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer Identification No.)




**205
                Worth Avenue, Suite 316, Palm Beach, Florida**
            **33480**(Address
                of principal executive offices)
            (Zip
                Code)




**(561)
      382-1287**


(Registrant’s
      telephone number, including area code)




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class registered:
            Name
                of each exchange on which registered:**None**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Common
                Stock, par value $.001**
              (Title
                of class)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      he
      preceding 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.


Yesx
            Noo




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yesx
              Noo




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B not contained in this form, and no disclosure will be contained,
      to the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




Revenues
      for year ended December 31, 2005: $0






1




Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of December 31, 2005, was: $0




Number
      of
      shares of the registrant’s common stock outstanding as of April 11, 2006 was:
      3,887,000




Transitional
                Small Business Disclosure Format:
            Yeso
            Nox





**PART
      I**




Item
      1. **Description
      of Business**




**Business
        Development**
 
 We
        were
        incorporated in the State of Delaware under the name 51142 Inc. on February
        2,
        2005 as a blank check company to engage in any lawful corporate undertaking,
        including, but not limited to, selected mergers and acquisitions. On July
        8,
        2005, pursuant to the terms of a Stock Purchase Agreement, Signet Entertainment
        Corporation, a Florida corporation, purchased all of our issued and outstanding
        common stock for cash consideration of $36,000. Subsequently, we changed
        our
        name to Signet International Holdings, Inc.
 
 On
        September 8, 2005, pursuant to a Stock Purchase Agreement and Share Exchange
        by
        and among us, Signet Entertainment Corporation, and the shareholders of Signet
        Entertainment Corporation (“Shareholders”), we acquired all of the then issued
        and outstanding preferred and common shares of Signet Entertainment Corporation
        for a total of 3,421,000 common shares and 5,000,000 preferred shares of
        our
        stock which was issued to the Signet Entertainment Corporation shareholders.
        Pursuant to the agreement Signet Entertainment Corporation became our wholly
        owned subsidiary.
 
 **Business
        of Issuer**
 
 Our
        wholly owned subsidiary, Signet Entertainment Corporation (“SIG”), was
        incorporated on October 17, 2003 for the purpose of launching a “gaming and
        entertainment” television network. We will purchase, lease, and employ the
        apparatus, equipment, and personnel necessary to establish the network. The
        network will cover major Poker and Blackjack tournaments as well as other
        major
        high stakes casino games. The network will also cover via satellite and cable
        other sports events such as horse racing and selected global events which
        have a
        sports and entertainment format. SIG’s largest source of revenue will come from
        advertising, specifically from various resorts and casinos, and sporting
        sites
        in North and South America, Europe, Asia and Africa. SIG will realize income
        from infomercials and sports and entertainment programming that offer subject
        matter that are all-encompassing to the network’s format. Signet International
        Holdings, Inc. does not have international operations.
  It
        is our
        opinion that we are not a blank check company as defined in Rule 419 under
        the
        Securities Act of 1933 (as amended) since we have conducted operating activities
        and have taken affirmative steps in the operation of our business. Our primary
        business plan is that of a television broadcasting company. Part of our business
        plan includes the acquisition of other LPTV stations, however, any such
        acquisition would be contemplated only so far as such acquisition would further
        our business plan to launch a television broadcasting company. Please note
        that
        the only business acquisitions will be solely of LPTV stations or other
        broadcast properties and that we will not enter into any agreement that will
        result in a change of control. We will not enter into any acquisition that
        requires Mr. Letiziano, our sole officer and director, to give up voting
        control of our stock or requires his resignation as our officer or director.
        In
        the event we acquire other entities in the future, Mr. Letiziano will
        maintain his ownership interest as well as his positions with us as full-time
        Chief Executive Officer and majority stockholder.


2


**General**





In
      order
      to implement its purpose of launching a gaming and entertainment television
      network, SIG entered into agreements with Triple Play Media Management, Inc.
      (“Triple Play”) and Big Vision, Inc. (“Big Vision”). Pursuant to the agreements,
      Triple Play will operate our facilities and provide programming content. Triple
      Play will produce television shows (programs) in the gaming and entertainment
      genre. Triple Play will also negotiate with rights-holders of old re-run
      television shows and provide these shows for additional programming. Big Vision
      will provide the equipment and technology to establish the
      facility.





Pursuant
      to our Management Agreement with Triple Play, Triple Play has agreed to manage
      and operate our facility in exchange for financial and administrative support
      of
      its ready-to-launch, new television network, “The Gaming & Entertainment
      Network.” In essence, we will provide the facilities, while Triple Play will
      provide the management of such facilities as well as programming content. We
      will pay Triple Play a management fee of 12% each year, provided we realize
      a
      minimum pre-tax net profit of 25%. In addition, we will provide an allowance
      for
      costs related to licensing, permits, and other fees related to broadcasting
      equal to one-half percent of total gross revenues. In exchange, we will receive
      87.5% of Triple Play’s gross revenues less operating expenses.





Our
      Management Agreement with Big Vision provides for the use by us of Big Vision’s
      equipment and property for the staging of our facility. In exchange for use
      of
      the facilities, we will pay a service fee to Big Vision on a “most favored
      nation” basis for the first year of our operations. “Most favored nation” basis
      is a term used in the TV Production Industry to indicate that the rates charged
      by producers (in this case Big Vision) will be below fair-market rates, or
      at
“wholesale” costs. In essence, in our first year, we will pay Big Vision a fee
      equal to its costs in providing the equipment and facilities. After the initial
      year, we will pay Big Vision industry standard rates plus an additional
      15%.





In
      addition, to further the launch of our gaming and entertainment television
      network we purchased the exclusive rights to 20 titled half hour screen plays
      representing original programming from FreeHawk Productions, Inc. The Company's
      agreement with FreeHawk dated April 13, 2006 provides for the purchase by Signet
      of the exclusive rights to 20 half-hour TV screen plays each with an additional
      13 episodes. FreeHawk was to receive $450,000 in cash and 550,000 shares of
      Signet common stock over a minimum of 36 months payments to be made subject
      to
      delivery of the screen plays as scheduled by Signet. On August 19, 2006, by
      mutual agreement, Signet and FreeHawk rescinded this agreement because the
      agreement called for the payment of funds and stock which we can not pay until
      such time as our shares are trading and we can receive additional financing.
      Therefore, the parties mutually agreed that the agreement was premature and
      therefore the agreement was rescinded without the payment of any cash or stock
      to FreeHawk by us. We intend to enter into a restructured agreement, at such
      time as we are a public company and can raise the necessary capital. At this
      time, there are no discussions to restructure the agreement.





Furthermore,
      we intend to acquire Low-Powered Television (LPTV) stations as a means for
      distributing our programming to viewers. Currently, we do not own any LPTV
      stations or other broadcast properties, nor do we own or have control over
      an
      FCC licenses to operate any LPTV stations. We believe that LPTV affords an
      opportunity for entry into television broadcasting and has permitted fuller
      use
      of the broadcast spectrum. LPTV stations offer national advertisers highly
      defined audiences;. As advertisers search for ways to reach targeted demographic
      groups, we believe LPTV stations will become an increasingly important part
      of
      their advertising strategy. We plan on targeting LPTV stations that are
      sanctioned by the Federal Communication Commission with current and clear
      license to operate and feature: Class A rating, high-distribution (high number
      of TV households), favorable market location, up-to-date equipment, tower
      delivery systems, and studio properties.





3






**Programming**





Triple
        Play Media Management, Inc.
 
 Triple
        Play’s programming niche is “gaming.” Presently, there are no channels formatted
        exclusively for the gaming customer whose interest is focused on the vast
        variety of gaming activities, domestically as well as internationally, including
        “sports and entertainment.” This type of network is unique to the television
        industry
  The
        Gaming & Entertainment Network will cover major poker and blackjack
        tournaments and high stakes major table games, especially those from Hong
        Kong,
        South America and the Outback of Australia. The activities in the Las Vegas,
        Reno and Laughlin, Nevada areas, and various Florida venues alone, host high
        stakes tournaments on a daily basis. Triple Play will produce domestic and
        international feeds covering thoroughbred and quarter-horse racing; coverage
        of
        fluctuation and trends within sports books from selected locations around
        the
        world; scheduled hourly updating of betting lines on sporting events; and
        a
        remote coverage of all betting sports, to delivering our personal insight
        and
        commentary, live from the sites of origination. Handicapping shows will feature
        the “how-to” of betting, who’s betting, and why.
 
 Along
        with, and part of, the gaming and sports coverage, Triple Play will offer
        shows
        exploring the insights of the hotel and casino business; offer original
        formatted airing of special events taking place in the hotels and casinos
        around
        the world, including profiles of the shows and headliners, their acts and
        silhouetting behind the scenes action. Triple Play will feature a newly
        developed format called “Dialing for Dollars, Satellite Pay Per View
        Bingo.”
  Our
        agreement with Triple Play provides that we will pay management fees in the
        amount of 12% provided that we realize a minimum pre tax net profit of 25%.
        We
        also will provide an allowance for costs of licenses and permits for
        international airwaves and feeds, duties and taxes, satellite transmission
        links, dow n
        links,
        including earth stations in the amount of 1⁄2 % (one-half of one percent) of the
        total gross revenues. In addition, as further consideration for Richard Grad’s
        agreement for Triple Play’s exclusive services, we paid Mr. Grad a signing
        bonus of $50,0 00
        upon
        funding of the our offering. We are also obligated to pay the following
        compensation each year during the entire term of the agreement, including
        extensions thereto: guaranteed payment of $200,000 per year payable to Richard
        Grad. This amount will be payable at the beginning of each month at the rate
        of
        twelve equal installments. We will also provide Mr. Grad with an allowance
        of $1,500 for moving and relocating expenses. In addition, we will provide
        Mr. Grad with personal life, health dental, vision and accident insurance.
        Mr. Grad owns approximately 401,000 shares (or 10%) of our common
        stock.
 
 Other
        Programming
 
 In
        addition to the programs produced by Triple Play, we intend to produce our
        own
        original programming and air infomercials during off-peak hours.
 
 On
        April
        13, 2006 we purchased the exclusive rights to 20 titled half hour screen
        plays
        representing original programming. This contract was later rescinded on August
        19, 2006 by mutual agreement of the parties.
 
 Big
        Vision, Inc.
 
 In
        addition to the exclusive contract with Triple Play whose primary purpose
        is
        creating original programming, distribution and international sales and
        satellite delivery systems, we executed a long-term contract on July 22,
        2005
        with Big Vision, Inc. whose primary purpose is television production,
        transmitting and ground crew pick up.
 
 Big
        Vision is a Las Vegas, Nevada based video production company with over 22,000
        square feet in the heart of Las Vegas which offers all TV production amenities
        required of any variety of television programming. Big Visions also owns
        a
        12,000 square feet facility in Burbank, CA serving clients nationwide and
        abroad.
   4
 
 Big
        Vision is best known for its production mobile facilities which will be used
        to
        support Triple Play. Big Visions’ services range from original video production
        to providing the technical management, professional crewing and equipment
        for
        major broadcast series and events. It has recently added a sophisticated
        sound
        delivery system and a complete line of High Definition delivery techniques
        with
        new cameras, recorders, and monitors.
 
 We
        expect
        a lot of our live programming will be originating from Las Vegas. Big Vision
        will assure continuous local programming from Las Vegas, with on site editing
        facilities and distribution capabilities. Our access to Big Vision’s studio and
        portable television equipment enables us to deliver the news-worthy Las Vegas
        events soon after their occurrence. The affiliation assures uninterrupted
        local
        programming coverage by Big Vision and at the same time gives Triple Play
        the
        flexibility to initiate its broadcast and programming schedules in the European,
        Asian, North and South American markets.
 
 Our
        agreement with Big Vision provides for the payment of a service fee to Big
        Vision on a “most favored nation basis” for the first year of our operations.
“Most favored nation” basis is a term used in the TV Production Industry to
        indicate that the rates charged by producers (in this case Big Vision) will
        be
        below fair-market rates, or at “wholesale” costs. After the initial year, we
        will pay Big Vision service fees at the industry standard rates plus an
        additional 15% in consideration for Big Vision’s concession in rates during the
        first year. We agree to continue paying the industry rates plus 15% for as
        long
        as this agreement is in place. It is understood that all fees will be paid
        as
        they become due and payable according to Big Vision’s requirements.
 
 The
        combination of contracting with Triple Play and Big Vision will provide us
        the
        unique opportunity to at once inaugurate not only the infomercial scheduled
        segments but also the on-going programming operations.
  **Distribution**
 
 We
        plan
        to distribute our programming via in-home satellite services, digital cable
        companies, and LPTV stations. Although we have not entered into any formal
        agreements with any such companies, we received a non-binding pricing proposal
        from a satellite delivery system.
 
 Low
        Power
        Television Stations.
 
 We
        intend
        to acquire Low-Powered Television (LPTV) stations as another means for
        distributing our programming to viewers. We intend acquiring LPTV stations
        initially on a stock swap basis. With additional funding from a secondary
        offering we will begin offering cash instead of or in addition to stock,
        for
        some of the stations we purchase. We believe that LPTV affords an opportunity
        for entry into television broadcasting and has permitted fuller use of the
        broadcast spectrum. LPTV stations transmit on one of the standard VHF or
        UHF
        television channels. The distance at which a station can be viewed depends
        on a
        variety of factors such as antenna height, transmitter powers, transmitting
        antenna and the nature of the terrain. Generally LPTV stations span
        approximately 20 miles from their tower in all directions.
 
 The
        LPTV
        services were established by the Federal Communications Commission (FCC)
        in
        1992. It was primarily intended to provide opportunities for locally oriented
        television service in small communities within larger urban areas.
 
 We
        have
        taken preliminary steps in the acquisition process. These steps include:
        learning more about the LPTV industry, researching the fit of a number of
        opportunities with the Signet business plan, retaining counsel, developing
        and
        getting approvals for a suitable stock swap agreement and ascertaining the
        value
        of potential LPTV stations for sale. However, we have not entered into any
        negotiations with any specific LPTV stations.
  Digital
        Terrestrial Broadcasting Network
 
 We
        believe that digital television is becoming an integral television broadcasting
        distribution channel. Digital television can deliver a large amount of
        information at low cost to a high number of viewers. Digital television can
        also
        deliver more programs than traditional analog television over any transmission
        mediums.
 
 Through
        our management agreement with Triple Play, we intend to operate a 36 MHz
        C-band
        North American and Eutelsat DTH digital platform information
        system.
 
  5
  Hi-Definition
        Television
 
 We
        have
        received a confidential, non-binding proposal from a major satellite provider
        for a long term lease without change in costs for the next twelve months.
        The
        proposal offers features that we could make available as a new delivery system.
        Although we anticipate that this system will enable us to deliver HDTV (High
        Definition Television) to our viewers throughout the world, we have not entered
        into a definitive agreement or commitment to retain these services. Therefore
        we
        do not have viewers throughout the world at this stage. Please note that
        there
        is no guarantee that we will be able to enter into a definitive agreement
        and no
        guarantee that we will be able to offer HDTV.
 
 **Intellectual
        Properties**
 
 On
        April
        13, 2006 we purchased the exclusive rights to 20 titled half hour screen
        plays
        representing original programming from FreeHawk Productions, Inc. On August
        19,
        2006, by mutual agreement, Signet and FreeHawk rescinded this agreement as
        set
        forth herein.




**Employees**




We
      currently have one employee, our sole officer Ernest W. Letiziano.
      Mr. Letiziano is Chief Executive Officer and in that role
      Mr. Letiziano will implement the business plan. This will involve all the
      Duties normally ascribed to a Chief Executive Officer for the day-to-day
      management of the business, including but not limited to: secure and manage
      revenues, manage costs and cash, safe-guard assets, ensure proper reporting
      and
      compliance with reporting bodies, ensure that the stockholder’s interests are
      protected, manage risk and escalate issues as appropriate to the Board, conduct
      regular reviews of the business with the Board, and contribute, faithfully
      and
      diligently, to the strategic development of the business.




**Item
      2.**  **Description
      of Property**




We
      currently operate our business from our corporate headquarters located at 205
      Worth Avenue, Suite 316 Palm Beach, FL 33480. We lease such space on a yearly
      basis. We have been operating under the following terms: The term of the lease
      agreement is from July 2002 through July 2009. Currently, our monthly rent
      payments for base rent were approximately $927.51 per month. There no are
      additional rent payments for common area maintenance.




**Item
      3.**   **Legal
      Proceedings**




We
      are
      not presently parties to any litigation, nor to our knowledge and belief is
      any
      litigation threatened or contemplated.




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





No
      matters were submitted to a vote of our security holders during the fourth
      quarter of the year ended December 31, 2005.














6








**PART
      II**




**Item
      5.**  **Market
      for Common Equity and Related Stockholder Matters**




**No
      Public Market for Common Stock**




There
      is
      presently no public market for our common stock.




**Holders**




As
      of
      April 11, 2006, there are approximately seventy (70) holders of our common
      stock.




**Dividends**




Since
      inception we have not paid any dividends on our common stock. We currently
      do
      not anticipate paying any cash dividends in the foreseeable future on our common
      stock, when issued pursuant to this offering. Although we intend to retain
      our
      earnings, if any, to finance the exploration and growth of our business, our
      Board of Directors will have the discretion to declare and pay dividends in
      the
      future.




Payment
      of dividends in the future will depend upon our earnings, capital requirements,
      and other factors, which our Board of Directors may deem relevant.




**Recent
      Sales of Unregistered Securities**




On
      February 5, 2005, we issued 100,000 shares to Scott Raleigh for services
      rendered as our founder. Such shares were issued in reliance on an exemption
      from registration under Section 4(2) of the Securities Act of 1933. These shares
      of our common stock qualified for exemption under Section 4(2) of the Securities
      Act of 1933 since the issuance shares by us did not involve a public offering.
      The offering was not a “public offering” as defined in Section 4(2) due to the
      insubstantial number of persons involved in the deal, size of the offering,
      and
      manner of the offering and number of shares offered. We did not undertake an
      offering in which we sold a high number of shares to a high number of investors.
      In addition, Scott Raleigh had the necessary investment intent as required
      by
      Section 4(2) since he agreed to and received a share certificate bearing a
      legend stating that such shares are restricted pursuant to Rule 144 of the
      1933
      Securities Act. This restriction ensures that these shares would not be
      immediately redistributed into the market and therefore not be part of a “public
      offering.” Based on an analysis of the above factors, we have met the
      requirements to qualify for exemption under Section 4(2) of the Securities
      Act
      of 1933 for this transaction. On July 8, 2005, Scott Raleigh transferred the
      100,000 shares to Signet Entertainment Corporation pursuant to a stock purchase
      agreement and pursuant to an exemption from registration under Section 4(2)
      of
      the Securities Act of 1933.




On
      September 8, 2005, we issued a total of 3,421,000 common shares to sixty-three
      (63) shareholders and 5,000,000 preferred shares to three (3) shareholders
      pursuant to the Stock Purchase Agreement and Share Exchange between us and
      Signet Entertainment Corporation. Such shares were issued in reliance on an
      exemption from registration under Section 4(2) of the Securities Act of 1933.
      The following sets forth the identity of the class of persons to whom we issued
      shares pursuant to the share exchange and the amount of shares for each
      shareholder:




7








**Shareholder**
              **Common
                  Shares**
              **Preferred
                  Shares**ABRAMS,
                  BARRY & M TBTE
              50,000
              -BASSET,
                  ROBERT C.
              1,000
              -BOMMARITO,
                  GRACE
              1,000
              -BOOKOUT,
                  MELISSA
              1,000
              -BOSTICK,
                  BOBBY T.
              1,000
              -BROWN,
                  BARBRA J.
              1,000
              -BROWN,
                  DONALD D.
              1,000
              -COLARUSSO,
                  PETER & JUDY
              20,000
              -COLLADO,
                  ROSA MARIA
              1,000
              -CURTIS,
                  JOHN J.
              1,000
              -DAMPIER,
                  JOSEPHINE M.L.
              1,000
              -DELICH,
                  DOROTHY E.
              1,000
              -DEMBLIN,
                  AUGUST
              76,000
              -DERHAK,
                  JOHN E.
              1,000
              -DERHAK,
                  WENDY
              1,000
              -DOHRN,
                  WALTER
              10,000
              -DONALDSON,
                  THOMAS
              601,000
              1,000,000ENRIGHT,
                  COEN W.
              51,000
              -FOX,
                  STEVEN A.
              26,000
              -FRALEY,
                  ELWIN E.
              1,000
              -FREEMAN,
                  ROBERT LEE
              51,000
              -GANDIAGA,
                  ANDIKONA
              1,000
              -GANDIAGA,
                  PATXI
              1,000
              -GARZA,
                  IRENE G.
              1,000
              -GARZA,
                  JAIME
              101,000
              -GARZA,
                  JOSE L.
              1,000
              -GARZA,
                  VICTOR HUGO
              1,000
              -GELFAND,
                  HOWARD
              1,000
              -GILLETTE,
                  F. WARRINGTON
              1,000
              -GONZALES,
                  VICTOR HUGO
              50,000
              -GRAD,
                  GARY MICHAEL
              151,000
              -GRAD,
                  RICHARD
              401,000
              -GRAD,
                  STEVEN
              51,000
              -GUERRICAECHEBARRIA,
                  CHRISTINE
              1,000
              -HACKING,
                  H. LYNN
              51,000
              -HARAKAS,
                  ANNETTE
              1,000
              -HILLABRAND,
                  HOPE E.
              501,000
              1,500,000KAUFMAN,
                  MAX
              1,000
              -LAGROTTERIA,
                  JAMES
              1,000
              -LAUDATI,
                  DINO (1)
              1,000
              -LETIZIANO,
                  ERNESTO W.
              900,000
              2,500,000LONG,
                  JANET G.
              1,000
              -MCNEILL,
                  TOM
              1,000
              -MELNICK,
                  A MICHAEL & ILENE B. JTWROS
              1,000
              -O’NEILL,
                  TOMMY
              51,000
              -PREWITT,
                  PAUL A.
              1,000
              -RIDER,
                  TIM
              1,000
              -ROWAN,
                  WILLIAM R.
              1,000
              -


8






SEGAR-RHODES,
                  JUDY A.
              1,000
              -SHUGAR,
                  GERALD
              1,000
              -SNYDER,
                  JOANN
              1,000
              -SNYDER,
                  THOMAS S.
              51,000
              -SOWERS,
                  DAVID W.
              1,000
              -SOWERS,
                  GERALD W.
              1,000
              -SOWERS,
                  JOYCE A.
              1,000
              -SOWERS-GANDIAGA,
                  PEGGY
              151,000
              -STERN,
                  BARBRA
              1,000
              -TORRENCE,
                  SUSAN L.
              1,000
              -VELASCO,
                  FERNANDO
              1,000
              -WITTELSBACH,
                  BURKNARD
              10,000
              -WOLFSKEIL,
                  ALYSIA
              26,000
              -WOLFSKEIL,
                  RICHARD
              1,000
              -




These
      shares of our common stock qualified for exemption under Section 4(2) of the
      Securities Act of 1933 since the issuance shares by us did not involve a public
      offering. No general solicitation or general advertising were used in connection
      with this offering. The offering was not a “public offering” as defined in
      Section 4(2) due to the insubstantial number of persons involved in the deal,
      size of the offering, manner of the offering and number of shares offered.
      We
      did not undertake an offering in which we sold a high number of shares to a
      high
      number of investors. Each investor completed a questionnaire confirming that
      such investor was sophisticated and has such knowledge and experience in
      financial and business matters that he/she is capable of evaluating the merits
      and risks of the prospective investment or we reasonably believed immediately
      prior to making the sale that the purchasers met this description. In addition,
      each of these investors were friends or colleagues of Ernie Letiziano, our
      sole
      officer and director, and therefore Mr. Letiziano was aware that each of these
      investors were sophisticated. These shareholders had the necessary investment
      intent as required by Section 4(2) since they agreed to and received a share
      certificate bearing a legend stating that such shares are restricted pursuant
      to
      Rule 144 of the 1933 Securities Act. This restriction ensures that these shares
      would not be immediately redistributed into the market and therefore not be
      part
      of a “public offering.” Based on an analysis of the above factors, we have met
      the requirements to qualify for exemption under Section 4(2) of the Securities
      Act of 1933 for this transaction.




On
      September 9, 2005, we commenced the sale of common stock pursuant to a
      Regulation D, Rule 506 Offering (the “Offering”). The Offering is for 2,000,000
      of our common shares at $1.00 for anticipated gross proceeds of $2,000,000
      and
      is being conducted by our officers and directors on a best efforts basis. The
      shares are being offered for sale to persons who qualify as accredited investors
      and to a limited number of sophisticated investors. The minimum investment
      is
      $1,000, however, we may, at our sole discretion, accept subscriptions for lesser
      amounts. Funds received from all subscribers will be released to us upon
      acceptance of the subscriptions by our management.




Through
      January 1, 2006, we have sold an aggregate of 366,000 shares for gross proceeds
      of approximately $366,000 under this Offering.




**Equity
      Compensation Plan Information**




The
      following table sets forth certain information as of April 11, 2006, with
      respect to compensation plans under which our equity securities are authorized
      for issuance:




9





(a)
            (b)
            (c)_________________
            _________________
            _________________Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted-average
                exercise price of outstanding options, warrants and rights
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))Equity
                compensation
            NonePlans
                approved bySecurity
                holdersEquity
                compensation
            NonePlans
                not approvedBy
                security holdersTotal




**Item
      6.**  **Management’s
      Discussion of Financial Condition and Results of
      Operations**





Certain
      statements contained in this filing, including, without limitation, statements
      containing the words “believes”, “anticipates”, “expects” and words of similar
      import, constitute forward-looking statements. Such forward-looking statements
      involve known and unknown risks, uncertainties and other factors that may cause
      our actual results,




performance
      or achievements, or industry results, to be materially different from any future
      results, performance or achievements expressed or implied by such
      forward-looking statements.




Such
      factors include, among others, the following: international, national and local
      general economic and market conditions: demographic changes; the our ability
      to
      sustain, manage or forecast growth; the our ability to successfully make and
      integrate acquisitions; raw material costs and availability; new product
      development and introduction; existing government regulations and changes in,
      or
      the failure to comply with, government regulations; adverse publicity;
      competition; the loss of significant customers or suppliers; fluctuations and
      difficulty in forecasting operating results; changes in business strategy or
      development plans; business disruptions; the ability to attract and retain
      qualified personnel; the ability to protect technology; and other factors
      referenced in this and previous filings.




Given
      these uncertainties, readers of this report and investors are cautioned not
      to
      place undue reliance on such forward-looking statements. We disclaim any
      obligation to update any such factors or to publicly announce the result of
      any
      revisions to any of the forward-looking statements contained herein to reflect
      future events or developments.




**Overview**




We
      are a
      developmental stage company that is currently implementing its business plan
      which upon funding will begin to establish a new television network and acquire
      and /or merge with other like commerce going concerns who may enhance our
      product and presence in the media communications industry.




No
      revenues have been generated to date and we expect limited revenues until we
      raise additional funds and therefore we will continue to operate on a reduced
      budget until such time. If we are unable to raise additional funds by calendar
      year end 2006 we may have to limit our operations. Mr. Ernest W. Letiziano,
      our sole officer, director and principal shareholder, has agreed that he will
      continue to cover the costs for our operations until additional funds become
      available. Although we have no commitments for capital, other than verbal
      assurances from Mr. Letiziano, we may raise additional funds through public
      offerings of equity, securities convertible into equity or debt, private
      offerings of securities or debt, or other sources.






10




To
      date
      we have been able to raise additional funds through either debt or equity
      offerings. However, we anticipate that we may need to raise additional cash.
      Without this additional cash we may be unable to pursue our plan of operations
      and commence generating revenue. We believe that we will be able to raise the
      necessary funds to continue to pursue our business operations. If we can not
      raise funds in the within the present year, we intend to cease the pursuit
      of
      our business plan and actively seek out and investigate possible business
      opportunities with the intent to acquire or merge with one or more business
      ventures.




**Plan
      of Operations**




Through
      our wholly owned subsidiary, Signet Entertainment Corporation (“SIG”) which was
      incorporated on October 17, 2003, we plan to launch a Gaming and Entertainment
      Television Network (Network). The Network will cover major Poker and Blackjack
      tournaments as well as other major high stakes casino games. The Network will
      also cover via satellite and cable other major sports events such as horse
      racing and selected global events which have a sports and entertainment format.
      SIG’s largest source of revenue will come from advertising, specifically from
      various resorts and casinos, liquor and tobacco companies and sporting sites
      in
      North and South America, Europe, Asia and Africa. SIG will realize income from
      infomercials and sports and entertainment programming that offer subject matter
      that are all-encompassing to the network’s format. SIG has been creating future
      programming which includes “The Television Charity Channel” which will feature
      regularly scheduled weekly programming.




SIG
      has
      executed a long-term contract with Mr. Richard Grad, President and CEO of
      Triple Play Media Management, Inc. and with Mr. C Haifley, President and
      Chief Operating officer of Big Vision, Incorporated. SIG’s primary endeavor is
      to financially and administratively support Triple Play’s ready-to-launch, new
      television network. The Triple Play enterprise is exclusively contracted to
      SIG.
      Mr. Grad has organized his associates who have logged years of
      collaborative creating, hosting, producing and directing TV shows, which have
      afforded them the contacts necessary to contract and retain the professional
      services of the nation’s foremost experts in specialized methodologies such
      as digital satellite technology systems. The Triple Play team has designed
      and
      coordinated the format for its ready to launch TV Network, “The Gaming &
Entertainment Network.”




Triple
      Play’s programming niche is “gaming.” Presently, there are no channels
      specifically formatted for the gaming customer whose interest is focused on
      the
      vast variety of gaming activities, domestically as well as internationally,
      including “sports and entertainment.”




The
      Gaming & Entertainment Network will cover major tournaments, such as the
      World Series of Poker, the championship Blackjack play-offs, and coverage of
      the
      high stakes major table games, especially those from Hong Kong, South America
      and the Outback of Australia. The activities in the Las Vegas, Reno and
      Laughlin, Nevada areas, and various Florida venues alone, host high stakes
      tournaments on a daily basis. Triple Play will produce domestic and
      international feeds covering thoroughbred and quarter-horse racing; coverage
      of
      fluctuation and trends within sports books from selected locations around the
      world; scheduled hourly updating of betting lines on sporting events; and a
      remote coverage of all betting sports, to delivering our personal insight and
      commentary, live from the sites of origination. Handicapping shows will feature
      the “how-to” of betting, who’s betting, and why.




Triple
      Play has developed original clinic workshop formats on every type of betting
      skill in sports and racing events. Program development has been underway to
      deliver featured stories in the entertainment scene in all of the major gaming
      communities as well as the gaming industry itself. Triple Play will offer viewer
      participation through contests, whereby viewers may bet with each other through
      participating sports books. Through its international downlinks, Triple Play
      will produce live Simulcast coverage, whereby a viewer in Scotland may secure
      odds on a game in Spain, while both can watch the action and the results
      simultaneously in their native language. Updates at the top and bottom of the
      hour, twenty-four hours a day will provide the viewer with all the information
      available.




11


This
      type
      of network is unique to the television industry. The Gaming & Entertainment
      Network is one of a kind. SIG believes that this is truly an untapped market
      -
      the only market left in the broadcasting industry to name only a few, capable
      of
      producing a tremendous profit generating source of revenues, thanks to the
      enormous commercial advertising revenue potential realized from just the
      hotel/casino/travel industry. SIG has estimated that the sales revenues from
      these industries alone, after the first year, will not only cover operating
      costs and expenses thereafter, but also, within the next eighteen months, return
      sufficient revenue to pay for all the initial capital expenditures of the
      modular trucks and studios, including equipment and the cost of our own
      satellite.




The
      sales
      efforts of the Triple Play marketing team has been approached by two of the
      largest syndicators who have expressed their eagerness to cooperate in our
      airing all their college sports events, including the major conference playoffs.
      These games will be aired in North America to a minimum of twenty million
      households and to the ninety-eight million households in Europe.




Along
      with and part of the gaming and sports coverage, Triple Play will offer shows
      exploring the insights of the hotel and casino business; offer original
      formatted airing of special events taking place in the hotels and casinos around
      the world, including profiles of the shows and headliners, their acts and
      silhouetting behind the scenes action. Triple Play will feature a newly
      developed format called Dialing for Dollars, Satellite Pay Per View Bingo,
      (Approved and substantiated with legal opinion by the Federal Communications
      Commission). Triple Play will also exclusively produce the internationally
      popular, swimwear pageants




The
      demand for infomercials airtime is constantly growing along with the telecasting
      revenues realized. In 2003, the infomercial industry reported a $64.0 Billion
      business and 2004 is expected to surpass the earlier years’ accomplishments.
      Infomercial time is currently being sold for an average in excess of $110,000
      per taped half hour unit. Triple Play has selected and accepted three hours
      (6
      units) reserved for each 24-hour period on a basis of a minimum of 50 airings
      (300) each per year. These infomercials will be viewed in five continents and
      most uniquely-in their native language. Triple Play has set aside approximately
      four hours a day for this format. Infomercials will be critically selected
      upon
      quality of production and quality of product and international acceptance.
      Triple Play has been approached by cigarette and liquor advertisers’ requests as
      well, for the Company’s consideration to sell commercial time to be aired in the
      foreign markets.




In
      addition to the exclusive contract with Triple Play whose primary purpose is
      creating original programming, distribution and international sales and
      satellite delivery systems, SIG has also executed a long-term contract with
      Mr. C. Haifley, Chief Operating Officer of Big Vision, Inc. whose primary
      purpose is Television production, transmitting and ground crew pick up. Big
      Vision presently occupies approximately 22,000 square feet in the heart of
      Las
      Vegas and offers all TV production amenities required of any variety of
      television programming. Big Vision is a Las Vegas based video production company
      with over 12 thousand square feet facility in Burbank, CA serving clients nation
      wide and abroad. They are best known for their state-of-the-art production
      mobile facilities that will compliment Triple Play. Their services range from
      original video production to providing the technical management, professional
      crewing and equipment for major broadcast series and events. They have recently
      added the new Avid Symphony Systems and a complete line of High Definition
      delivery techniques with new cameras, recorders, and monitors; an aggregate
      estimated cost value in excess of five million dollars.




Like
      Triple Play, Big Vision is supported by an award winning staff and associates
      who are considered the most talented and capable individuals in the industry.
      In
      turn, these individuals have attracted some of the biggest client names in
      the
      business thereby symbolizing Big Vision’s 20 years plus presence. Big Vision’s
      clientele includes the foremost major TV Networks. The high-profile Television
      producers are clients who rely on Big Vision to create the magic of Television
      with the assurance that Big Vision will be on time and on budget.




Advantageously
      located in heart of the Nation’s entertainment center, Las Vegas, Big Vision
      enjoys the distinctive opportunity to produce, direct and televise most of
      the
      leading events in the sports and entertainment business. These events take
      place
      in the Signet footprint set for major professional boxing championship specials
      via cable Pay Per View which can now include several of those Triple Play
      intellectual properties created to originate from Las Vegas including
      international distribution such as the major TV specials and live concert
      extravaganzas.




12


The
      practicality of having Big Vision affiliated with Triple Play assures
      uninterrupted local programming coverage by Big Vision and at the same time
      gives Triple Play the flexibility to initiate its broadcast and programming
      schedules in the European, Asian, North and South American markets. The fiscal
      advantage to SIG and its shareholders is that the production costs and related
      expenses incurred by Big Vision and Triple Play is that SIG will be paying
      on a
      cost only basis.




**Results
      from Operations - Fiscal Year Ended December 30, 2005 and
      2004**




The
      Company had no revenue for either of the respective fiscal year periods ended
      December 31, 2005 and 2004, respectively.




General
      and administrative expenses for the fiscal year ended December 31, 2005 and
      2004
      were approximately $121,782 and $111,492, respectively. Net loss for the fiscal
      year ended December 31, 2005 and 2004, respectively, was approximately
      $(231,767) and $(111,492). Earnings per share for the respective fiscal year
      ended December 31, 2005 and 2004 was approximately $(0.07) and $(0.03) on the
      weighted-average shares issued and outstanding.




The
      Company does not expect to generate any meaningful revenue or incur operating
      expenses for purposes other than fulfilling the obligations of a reporting
      company under The Securities Exchange Act of 1934 unless and until such time
      that the Company’s operating subsidiary begins meaningful
      operations.




At
      December 31, 2005 and 2004, respectively, the Company had working capital of
      approximately $129,011 and $(106,170).




**Capital
      Resources and Liquidity**




As
      of
      December 31, 2005, we had approximately $ 401,370 in cash. Our general and
      administrative expenses presently average $2,500 per month.




As
      reflected in the accompanying financial statements, we are in the development
      stage with no operations. Our ability to continue as a going concern is
      dependent on our ability to raise additional capital and implement our business
      plan. The financial statements do not include any adjustments that might be
      necessary if we are unable to continue as a going concern.




We
      have
      no plans to pay no salaries per month to our sole officer and employee until
      we
      are properly funded. We intend to raise additional capital to continue our
      operations although there is no assurance we will be successful. Currently
      we
      have no material commitments to make capital expenditures.




It
      is the
      intent of management and significant stockholders, if necessary, to provide
      sufficient working capital necessary to support and preserve the integrity
      of
      the corporate entity. However, there is no legal obligation for either
      management or significant stockholders to provide additional future funding.
      Should this pledge fail to provide financing, we have not identified any
      alternative sources. Consequently, there is substantial doubt about our ability
      to continue as a going concern.




Our
      need
      for capital may change dramatically as a result of any business acquisition
      or
      combination transaction. There can be no assurance that we will identify any
      such business, product, technology or company suitable for acquisition in the
      future. Further, there can be no assurance that we would be successful in
      consummating any acquisition on favorable terms or that it will be able to
      profitably manage the business, product, technology or company it
      acquires.




Management
      believes that actions presently being taken to obtain additional funding and
      implement its strategic plans provide the opportunity for us to continue as
      a
      going concern.




The
      Company is still in the process of developing and implementing it’s business
      plan and raising additional capital.


As
      such,
      the Company is considered to be a development stage company.




13


**Critical
      Accounting Policies**




Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use if estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.




Our
      significant accounting policies are summarized in Note 2 of our financial
      statements. While all these significant accounting policies impact our financial
      condition and results of operations, Our views certain of these policies as
      critical. Policies determined to be critical are those policies that have the
      most significant impact on our financial statements and require management
      to
      use a greater degree of judgment and estimates. Actual results may differ from
      those estimates. Our management believes that given current facts and
      circumstances, it is unlikely that applying any other reasonable judgments
      or
      estimate methodologies would cause effect on our consolidated results of
      operations, financial position or liquidity for the periods presented in this
      report.




**Item
        7. **Financial
        Statements and Supplementary Data****




Our
      financial statements, together with the report of auditors, are as
      follows:






14


**Signet
        International Holdings, Inc.**
 (a
        development stage company)
   **Contents**
 Page**Report
                    of Independent Registered Certified Public Accounting Firm**
                F-2**Annual
                    Consolidated Financial Statements**Consolidated
                    Balance Sheetsas
                    of
                    December 31, 2005 and 2004
                F-3Consolidated
                    Statements of Operations and Comprehensive Lossfor
                    the
                    years ended December 31, 2005 and 2004 andfor
                    the
                    period from October 17, 2003 (date of inception) through December
                    31, 2005
                F-4Consolidated
                    Statement of Changes in Shareholders’ Equityfor
                    the
                    period from October 17, 2003 (date of inception) through December
                    31, 2005
                F-5Consolidated
                    Statements of Cash Flowsfor
                    the
                    years ended December 31, 2005 and 2004 andfor
                    the
                    period from October 17, 2003 (date of inception) through December
                    31, 2005
                F-6Notes
                    to Consolidated Financial Statements
                F-7
    F-1
  **Letterhead
          of S. W. Hatfield, CPA**
  **Report
          of Independent Registered Certified Public Accounting
          Firm**
 
 
 Board
          of
          Directors and Stockholders
 Signet
          International Holdings, Inc.
 
 We
              have
              audited the accompanying consolidated balance sheets of Signet International
              Holdings, Inc. (a Delaware corporation and a development stage company)
              and
              Subsidiary (a Florida corporation) as of December 31, 2005 and 2004
              and the
              related consolidated statements of operations and comprehensive loss,
              consolidated changes in shareholders' deficit and consolidated statements
              of
              cash flows for each of the years ended December 31, 2005 and 2004 and
              for the
              period from October 17, 2003 (date of inception) through December 31,
              2005,
              respectively. These consolidated financial statements are the responsibility
              of
              the Company's management. Our responsibility is to express an opinion
              on these
              consolidated financial statements based on our audits.
 
 We
              conducted our audit in accordance with the standards of the Public
              Company
              Accounting Oversight Board (United States). Those standards require
              that we plan
              and perform the audit to obtain reasonable assurance about whether
              the financial
              statements are free of material misstatement. The Company is not required
              to
              have, nor were we engaged to perform, an audit of its internal control
              over
              financial reporting. Our audit included consideration of internal control
              over
              financial reporting as a basis for designing audit procedures that
              are
              appropriate in the circumstances, but not for the purpose of expressing
              an
              opinion on the effectiveness of the Company’s internal control over financial
              reporting. Accordingly, we express no such opinion. An audit also includes
              examining, on a test basis, evidence supporting the amounts and disclosures
              in
              the financial statements, assessing the accounting principles used
              and
              significant estimates made by management, as well as evaluating the
              overall
              financial statement presentation. We believe that our audit provides
              a
              reasonable basis for our opinion.
 
 In
              our
              opinion, the consolidated financial statements referred to above present
              fairly,
              in all material respects, the consolidated financial position of Signet
              International Holdings, Inc. and Subsidiary as of December 31, 2005
              and 2004 and
              the results of its consolidated operations and its consolidated cash
              flows each
              of the years ended December 31, 2005 and 2004 and for the period from
              October 17, 2003 (date of inception) through December 31, 205, respectively,
              in
              conformity with generally accepted accounting principles generally
              accepted in
              the United States of America.
 
 The
              accompanying financial statements have been prepared assuming that
              the Company
              will continue as a going concern. As discussed in Note C to the financial
              statements, the Company has no viable operations or significant assets
              and is
              dependent upon significant shareholders to provide sufficient working
              capital to
              maintain the integrity of the corporate entity. These circumstances
              create
              substantial doubt about the Company's ability to continue as a going
              concern and
              are discussed in Note C. The financial statements do not contain any
              adjustments
              that might result from the outcome of these
              uncertainties.
 
 
 /s/
          S.
          W. Hatfield, CPA
 S.
          W.
          HATFIELD, CPA
 
 Dallas,
          Texas
 March
          20,
          2006
    F-2
  **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Consolidated
          Balance Sheets**
 December
          31, 2005 and 2004
  December
                    31,
                
                December
                    31,2005
                
                2004**ASSETS****Current
                    Assets**Cash in bank
                
                $
                401,370
                
                $
                -**Total
                    Assets**
                
                $
                401,370
                
                $
                -**LIABILITIES
                    AND SHAREHOLDERS’ EQUITY (DEFICIT)****Liabilities****Current Liabilities**Note
                    payable
                
                $
                90,000
                
                $
                -Other
                    accrued liabilities
                
                
                33,939
                
                
                24,500Accrued
                    officer compensation
                
                
                148,420
                
                
                81,670**Total
                    Current Liabilities**
                
                
                272,359
                
                
                106,170**Commitments
                    and Contingencies****Shareholders’
                    Equity (Deficit)**Preferred stock - $0.001 par value50,000,000 shares authorized5,000,000 and 4,000,000 sharesissued and outstanding, respectively
                
                
                5,000
                
                
                4,000Common stock - $0.001 par value.100,000,000 shares authorized.3,887,000 and 3,464,000 sharesissued and outstanding, respectively
                
                
                3,887
                
                
                3,464Additional paid-in capital
                
                
                522,807
                
                
                92,282Deficit accumulated during the development stage
                
                
                (402,683
                )
                
                (170,916
                )129,011
                
                
                (71,170
                )Stock subscription receivable
                
                
                -
                
                
                (35,000
                )**Total Shareholders’ Equity (Deficit)**
                
                
                129,011
                
                
                (106,170
                )**Total Liabilities and Shareholders’ Equity**
                
                $
                401,370
                
                $
                -
  The
          accompanying notes are an integral part of these financial
          statements.
   F-3
   
   **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Consolidated
          Statements of Operations and Comprehensive Loss**
 Years
          ended December 31, 2005 and 2004 and
 Period
          from October 17, 2003 (date of inception) through December 31, 2005
  Year
                    ended
                  December
                    31,
                
                Year
                    ended
                  December
                    31,
                
                Period
                    from
                  October
                    17, 2003
                  (date
                    of inception)
                  through
                  December
                    31,2005
                
                2004
                
                2005**Revenues**
                
                $
                -
                
                $
                -
                
                $
                -**Expenses**Organizational and formation expenses
                
                
                48,991
                
                
                -
                
                
                89,801Officer compensation
                
                
                70,000
                
                
                70,000
                
                
                151,670Other salaries
                
                
                10,750
                
                
                21,000
                
                
                35,250Other general andadministrative expenses
                
                
                97,462
                
                
                20,492
                
                
                121,398**Total expenses**
                
                
                227,203
                
                
                111,492
                
                
                398,119**Loss
                    from operations**
                
                
                (227,203
                )
                
                (111,492
                )
                
                (398,119
                )**Other
                    income (expense)**Interest expense
                
                
                (4,564
                )
                
                -
                
                
                (4,564
                )**Loss
                    before provision for income taxes**
                
                
                (231,767
                )
                
                (111,492
                )
                
                (402,683
                )**Provision
                    for income taxes**
                
                
                -
                
                
                -
                
                
                -**Net
                    Loss**
                
                
                (231,767
                )
                
                (111,492
                )
                
                (402,683
                )**Other
                    Comprehensive Income**
                
                
                -
                
                
                -
                
                
                -**Comprehensive
                    Loss**
                
                $
                (231,767
                )
                $
                (111,492
                )
                $
                (402,683
                )Loss
                    per share of common stockoutstanding
                    computed on net loss -basic
                    and fully diluted
                
                $
                (0.07
                )
                $
                (0.03
                )
                $
                (0.12
                )Weighted-average
                    number of sharesoutstanding
                    - basic
                    and fully diluted
                
                
                3,546,907
                
                
                3,408,836
                
                
                3,455,482
  The
          accompanying notes are an integral part of these financial
          statements.
 
  F-4
  **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Consolidated
          Statement of Changes in Shareholders’ Equity (Deficit)**
 Period
          from October 17, 2003 (date of inception) through December 31, 2005
  Preferred
                      Stock
                  
                  Common
                      Stock
                  
                  Additional
                    paid-in
                  
                  Deficit
                    Accumulated
                    during
                      the
                    development
                  
                  Stock
                    subscription
                  
                  TotalShares
                  
                  Amount
                  
                  Shares
                  
                  Amount
                  
                  capital
                  
                  stage
                  
                  receivable**Stock
                      issued at formation of****Signet
                      International****Holdings,
                      Inc.**
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  100,000
                  
                  $
                  100
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  100**Effect
                      of reverse merger****transaction
                      with
                      Signet****Entertainment
                      Corporation**
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  3,294,000
                  
                  
                  3,294
                  
                  
                  33,416
                  
                  
                  -
                  
                  
                  -
                  
                  
                  40,710Capital
                      contributed tosupport operations
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,444
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,444Net
                      loss for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (59,424
                  )
                  
                  -
                  
                  
                  (59,424
                  )**Balances
                      at****December 31, 2003**
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  3,394,000
                  
                  
                  3,394
                  
                  
                  36,860
                  
                  
                  (59,424
                  )
                  
                  -
                  
                  
                  (15,170
                  )Common stock sold pursuantto a private placement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  70,000
                  
                  
                  70
                  
                  
                  34,930
                  
                  
                  -
                  
                  
                  (35,000
                  )
                  
                  -Capital contributed tosupport operations
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  20,492
                  
                  
                  -
                  
                  
                  -
                  
                  
                  20,492Net loss for the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (111,492
                  )
                  
                  -
                  
                  
                  (111,492
                  )**Balances
                      at****December 31, 2004**
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  3,464,000
                  
                  
                  3,464
                  
                  
                  92,282
                  
                  
                  (170,916
                  )
                  
                  (35,000
                  )
                  
                  (106,170
                  )Issuance of preferred stockfor services
                  
                  
                  1,000,000
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  8,519
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,519Common stock sold pursuantto an August 2005 privateplacement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  57,000
                  
                  
                  57
                  
                  
                  513
                  
                  
                  -
                  
                  
                  -
                  
                  
                  570Adjustment for stock sold atless than “fair value”
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  56,430
                  
                  
                  -
                  
                  
                  -
                  
                  
                  56,430Common stock sold pursuantto a September 2005 privateplacement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  366,000
                  
                  
                  366
                  
                  
                  365,634
                  
                  
                  -
                  
                  
                  -
                  
                  
                  366,000Cost of obtaining capital
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (10,446
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  (10,446
                  )Collections on stocksubscription receivable
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  35,000
                  
                  
                  35,000Capital contributed tosupport operations
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,875
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,875Net loss for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (231,767
                  )
                  
                  -
                  
                  
                  (231,767
                  )**Balance
                      at****December
                      31, 2005**
                  
                  
                  5,000,000
                  
                  $
                  5,000
                  
                  
                  3,887,000
                  
                  $
                  3,887
                  
                  $
                  522,807
                  
                  $
                  (402,683
                  )
                  
                  
                  
                  $
                  $129,011
  The
          accompanying notes are an integral part of these financial
          statements.
   F-5
 
   **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Consolidated
          Statements of Cash Flows**
 Years
          ended December 31, 2005 and 2004 and
 Period
          from October 17, 2003 (date of inception) through December 31, 2005
  Year
                      ended
                    December
                      31,
                  
                  Year
                      ended
                    December
                      31,
                  
                  Period
                      from
                    October
                      17, 2003
                    (date
                      of inception)
                    through
                    December
                      31,2005
                  
                  2004
                  
                  2005**Cash
                      Flows from Operating Activities**Net loss for the period
                  
                  $
                  (231,767
                  )
                  $
                  (111,492
                  )
                  
                  (402,683
                  )Adjustments to reconcile net lossto net cash provided by operating activitiesDepreciation and amortization
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Organizational expenses paidwith issuance of common stock
                  
                  
                  9,519
                  
                  
                  -
                  
                  
                  50,329Consulting expense related to sale of common stockat less than “fair value”
                  
                  
                  56,430
                  
                  
                  -
                  
                  
                  56,430Increase (Decrease) inAccrued liabilities
                  
                  
                  9,439
                  
                  
                  21,000
                  
                  
                  33,939Accrued officers compensation
                  
                  
                  66,750
                  
                  
                  70,000
                  
                  
                  148,420**Net
                      cash used in operating activities**
                  
                  
                  (89,629
                  )
                  
                  (20,492
                  )
                  
                  (113,565
                  )**Cash
                      Flows from Investing Activities**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Cash
                      Flows from Financing Activities**Proceeds from note payable
                  
                  
                  90,000
                  
                  
                  -
                  
                  
                  90,000Proceeds from sale of common stock
                  
                  
                  401,570
                  
                  
                  -
                  
                  
                  401,570Cash paid to acquire capital
                  
                  
                  (10,447
                  )
                  
                  -
                  
                  
                  (10,447
                  )Capital contributed to support operations
                  
                  
                  9,876
                  
                  
                  20,492
                  
                  
                  33,812**Net
                      cash (used in) financing activities**
                  
                  
                  490,999
                  
                  
                  20,492
                  
                  
                  514,935**Increase
                      (Decrease) in Cash**
                  
                  
                  401,370
                  
                  
                  -
                  
                  
                  401,370Cash
                      at beginning of period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Cash
                      at end of period**
                  
                  $
                  401,370
                  
                  $
                  -
                  
                  $
                  401,370**Supplemental
                      Disclosure of****Interest
                      and Income Taxes Paid**Interest paid for the year
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Income taxes paid for the year
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
  The
          accompanying notes are an integral part of these financial
          statements.
  
 F-6
   **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Notes
          to Consolidated Financial Statements**
 December
          31, 2005 and 2004
  **Note
            A - Organization and Description of Business**
 
 Signet
            International Holdings, Inc. was incorporated on February 2, 2005 in
            accordance
            with the Laws of the State of Delaware as 51142, Inc.
 
 On
            September 8, 2005, pursuant to a Stock Purchase Agreement and Share Exchange
            (Agreement) by and among Signet International Holdings, Inc. (Signet);
            Signet
            Entertainment Corporation (SIG) and the shareholders of SIG (Shareholders)
            (collectively SIG and the SIG shareholders shall be known as the “SIG Group”),
            Signet acquired 100.0% of the then issued and outstanding preferred and
            common
            stock of SIG for a total of 3,421,000 common shares and 5,000,000 preferred
            shares of Signet’s stock issued to the SIG shareholders. Pursuant to the
            agreement, SIG became a wholly owned subsidiary of Signet.
 
 Signet
            Entertainment Corporation was incorporated on October 17, 2003 in accordance
            with the Laws of the State of Florida. SIG was formed to establish a
            television
            network “The Gaming and Entertainment Network”.
 
 The
            combined/consolidated entity is referred to as Company.
 
 The
            Company is considered in the development stage and, as such, has generated
            no
            significant operating revenues and has incurred cumulative operating
            losses of
            approximately $403,000.
 
 
 **Note
            B - Preparation of Financial Statements**
 
 The
            acquisition of Signet Entertainment Corporation by Signet International
            Holdings, Inc. effected a change in control of Signet International Holdings,
            Inc. and is accounted for as a “reverse acquisition” whereby Signet
            Entertainment Corporation is the accounting acquiror for financial statement
            purposes. Accordingly, for all periods subsequent to the “reverse merger”
transaction, the financial statements of the Signet International Holdings,
            Inc.
            will reflect the historical financial statements of Signet Entertainment
            Corporation from it’s inception and the operations of Signet International
            Holdings, Inc. subsequent to the September 8, 2005 transaction
            date.
 
 The
            Company follows the accrual basis of accounting in accordance with accounting
            principles generally accepted in the United States of America and has
            a year-end
            of December 31.
 
 The
            preparation of 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 disclosure 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.
 
 Management
            further acknowledges that it is solely responsible for adopting sound
            accounting
            practices, establishing and maintaining a system of internal accounting
            control
            and preventing and detecting fraud. The Company’s system of internal accounting
            control is designed to assure, among other items, that 1) recorded transactions
            are valid; 2) valid transactions are recorded; and 3) transactions are
            recorded
            in the proper period in a timely manner to produce financial statements
            which
            present fairly the financial condition, results of operations and cash
            flows of
            the Company for the respective periods being presented.
 **Note
            C - Going Concern Uncertainty**
 
 The
            Company is still in the process of developing and implementing it’s business
            plan and raising additional capital. As such, the Company is considered
            to be a
            development stage company.
 
 The
            Company's continued existence is dependent upon its ability to generate
            sufficient cash flows from operations to support its daily operations
            as well as
            provide sufficient resources to retire existing liabilities and obligations
            on a
            timely basis.
   F-7
  **Signet
            International Holdings, Inc. and Subsidiary**
 (a
            development stage company)
 **Notes
            to Consolidated Financial Statements**
 December
            31, 2005 and 2004
  **Note
          C - Going Concern Uncertainty - Continued**
  The
              Company anticipates that future sales of equity securities to fully
              implement
              it’s business plan or to raise working capital to support and preserve
              the
              integrity of the corporate entity may be necessary. There is no assurance
              that
              the Company will be able to obtain additional funding through the sales
              of
              additional equity securities or, that such funding, if available, will
              be
              obtained on terms favorable to or affordable by the Company.
 
 If
              no
              additional capital is received to successfully implement the Company’s business
              plan, the Company will be forced to rely on existing cash in the bank
              and upon
              additional funds which may or may not be loaned by management and/or
              significant
              stockholders to preserve the integrity of the corporate entity at this
              time. In
              the event, the Company is unable to acquire sufficient capital, the
              Company’s
              ongoing operations would be negatively impacted.
 
 It
              is the
              intent of management and significant stockholders to provide sufficient
              working
              capital necessary to support and preserve the integrity of the corporate
              entity.
              However, no formal commitments or arrangements to advance or loan funds
              to the
              Company or repay any such advances or loans exist. There is no legal
              obligation
              for either management or significant stockholders to provide additional
              future
              funding.
 
 While
              the
              Company is of the opinion that good faith estimates of the Company’s ability to
              secure additional capital in the future to reach our goals have been
              made, there
              is no guarantee that the Company will receive sufficient funding to
              sustain
              operations or implement any future business plan steps.
  **Note
          D - Summary of Significant Accounting Policies**
  1.   Cash
            and cash equivalents
 For
                Statement of Cash Flows purposes, the Company considers all cash
                on hand and in
                banks, certificates of deposit and other highly-liquid investments
                with
                maturities of three months or less, when purchased, to be cash and
                cash
                equivalents.
 
 2.
                  
                  Organization
                      costs
  The
                Company has adopted the provisions of AICPA Statement of Position
                98-5,
“Reporting on the Costs of Start-Up Activities” whereby all organizational and
                initial costs incurred with the incorporation and initial capitalization
                of the
                Company were charged to operations as incurred.
 3.
                  
                  Research
                      and development expenses
 
 Research
            and development expenses are charged to operations as incurred.
 
 4.
                  
                  Advertising
                      expenses
  The
                Company does not utilize direct solicitation advertising. All other
                advertising
                and marketing expenses are charged to operations as incurred.
 5.
                  
                  Income
                      Taxes
  The
                Company uses the asset and liability method of accounting for income
                taxes. At
                December 31, 2005 and 2004, respectively, the deferred tax asset and
                deferred tax liability accounts, as recorded when material to the
                financial
                statements, are entirely the result of temporary differences. Temporary
                differences represent differences in the recognition of assets and
                liabilities
                for tax and financial reporting purposes, primarily accumulated depreciation
                and
                amortization, allowance for doubtful accounts and vacation
                accruals.
  F-8
  **Signet
            International Holdings, Inc. and Subsidiary**
 (a
            development stage company)
 **Notes
            to Consolidated Financial Statements**
 December
            31, 2005 and 2004
 **Note
          D - Summary of Significant Accounting Policies - Continued**
  5.
                  
                  Income
                      Taxes-
                      continued
  As
                of
                December 31, 2005 and 2004, the deferred tax asset related to the
                Company’s net
                operating loss carryforward is fully reserved. Due to the provisions
                of Internal
                Revenue Code Section 338, the Company may have no net operating loss
                carryforwards available to offset financial statement or tax return
                taxable
                income in future periods as a result of a change in control involving
                50
                percentage points or more of the issued and outstanding securities
                of the
                Company.
 
 6.
                  
                  Earnings
                      (loss) per share
  Basic
              earnings (loss) per share is computed by dividing the net income (loss)
              available to common shareholders by the weighted-average number of
              common shares
              outstanding during the respective period presented in our accompanying
              financial
              statements.
 
 Fully
              diluted earnings (loss) per share is computed similar to basic income
              (loss) per
              share except that the denominator is increased to include the number
              of common
              stock equivalents (primarily outstanding options and warrants).
 
 Common
              stock equivalents represent the dilutive effect of the assumed exercise
              of the
              outstanding stock options and warrants, using the treasury stock method,
              at
              either the beginning of the respective period presented or the date
              of issuance,
              whichever is later, and only if the common stock equivalents are considered
              dilutive based upon the Company’s net income (loss) position at the calculation
              date.
 
 At
              December
              31, 2005 and 2004, and subsequent thereto, the Company’s issued and outstanding
              preferred stock is considered anti-dilutive due to the Company’s net operating
              loss position.
 **Note
          E - Fair Value of Financial Instruments**
  The
              carrying amount of cash, accounts receivable, accounts payable and
              notes
              payable, as applicable, approximates fair value due to the short term
              nature of
              these items and/or the current interest rates payable in relation to
              current
              market conditions.
 
 Interest
              rate risk is the risk that the Company’s earnings are subject to fluctuations in
              interest rates on either investments or on debt and is fully dependent
              upon the
              volatility of these rates. The Company does not use derivative instruments
              to
              moderate its exposure to interest rate risk, if any.
 
 Financial
              risk is the risk that the Company’s earnings are subject to fluctuations in
              interest rates or foreign exchange rates and are fully dependent upon
              the
              volatility of these rates. The company does not use derivative instruments
              to
              moderate its exposure to financial risk, if any.
  **Note
          F - Note Payable**
  Note
          payable consists of the following at December 31, 2005 and 2004,
          respectively:
  December
                    31.
                
                December
                    31.2005
                
                2004$90,000
                    note payable to an individual. Interest at 10.0%.Principal
                    and
                    accrued interest due at maturity onJuly
                    1,
                    2006. Collateralized by controlling interestin
                    the
                    common stock of Signet International Holdings,Inc.
                    (formerly 51142, Inc.). Note fully funded in July 2005
                
                $
                90,000
                
                $
                -
  
 F-9
   **Signet
            International Holdings, Inc. and Subsidiary**
 (a
            development stage company)
 **Notes
            to Consolidated Financial Statements**
 December
            31, 2005 and 2004
   **Note
          G - Income Taxes**
 The
              components of income tax (benefit) expense each of the years ended
              December 31,
              2005 and 2004 and for the period from October 17, 2003 (date of inception)
              through December 31, 2005, are as follows:
 Year
                    ended
                
                Year
                    ended
                
                Period
                    from
                  October
                    17, 2003
                  (date
                    of inception)
                  throughDecember
                    31,
                
                December
                    31,
                
                December
                    31,2005
                
                2004
                
                2005Federal:Current
                
                $
                -
                
                $
                -
                
                $
                -Deferred
                
                
                -
                
                
                -
                
                
                -State:Current
                
                
                -
                
                
                -
                
                
                -Deferred
                
                
                -
                
                
                -
                
                
                --
                
                
                -Total
                
                $
                -
                
                $
                -
                
                $
                -
  As
              of
              December 31, 2005, the Company has a net operating loss carryforward
              of
              approximately $198,000 for Federal and State income tax purposes..
              The amount
              and availability of any future net operating loss carryforwards may
              be subject
              to limitations set forth by the Internal Revenue Code. Factors such
              as the
              number of shares ultimately issued within a three year look-back period;
              whether
              there is a deemed more than 50 percent change in control; the applicable
              long-term tax exempt bond rate; continuity of historical business;
              and
              subsequent income of the Company all enter into the annual computation
              of
              allowable annual utilization of the carryforwards.
  The
              Company's income tax expense (benefit) for each of the years ended
              December 31,
              2005 and 2004 and for the period from October 17, 2003 (date of inception)
              through December 31, 2005, respectively, differed from the statutory
              federal
              rate of 34 percent as follows:
 Year
                    ended
                
                Year
                    ended
                
                Period
                    from
                  October
                    17, 2003
                  (date
                    of inception)
                  throughDecember
                    31,
                
                December
                    31,
                
                December
                    31,2005
                
                2004
                
                2005Statutory
                    rate applied to income before income taxes
                
                $
                (78,800
                )
                $
                (37,900
                )
                $
                (137,000
                )Increase
                    (decrease) in income taxes resulting from:State income taxes
                
                
                -
                
                
                -
                
                
                -Non-deductible officers compensation
                
                
                23,800
                
                
                23,800
                
                
                50,500Other, including reserve for deferred taxasset and application of net operating loss carryforward
                
                
                55,000
                
                
                14,100
                
                
                86,500Income
                    tax expense
                
                $
                -
                
                $
                -
                
                $
                -
 
  F-10
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2005 and 2004
   **Note
          G - Income Taxes - Continued**
  Temporary
              differences, consisting primarily of the prospective usage of net operating
              loss
              carryforwards give rise to deferred tax assets and liabilities as of
              December
              31, 2005 and 2004, respectively:
 December
                    31,
                
                December
                    31,2005
                
                2004Deferred
                    tax assetsNet operating loss carryforwards
                
                $
                67,000
                
                $
                21,000Officer compensation deductible when paid
                
                
                50,500
                
                
                35,700Less valuation allowance
                
                
                (117,500
                )
                
                (56,700
                )Net Deferred Tax Asset
                
                $
                -
                
                $
                -
  **Note
          H - Preferred Stock**
  The
              Company’s By-Laws allow for the issuance of up to 5,000,000 shares of no par
              value Preferred Stock.
 
 Holders
              of shares of preferred stock are entitled to one vote for each share
              on all
              matters to be voted on by the stockholders. Holders of preferred stock
              do not
              have cumulative voting rights. Holders of preferred stock are entitled
              to share
              ratably in dividends, if any, as may be declared from time to time
              by the Board
              of Directors in its discretion from funds legally available therefore.
              In the
              event of a liquidation, dissolution or winding up of the Company, the
              holders of
              preferred stock are entitled to share pro rata all assets remaining
              after
              payment in full of all liabilities. All of the outstanding shares of
              preferred
              stock are fully paid and non-assessable. Holders of preferred stock
              have no
              preemptive rights to purchase our preferred stock. There are no conversion
              or
              redemption rights or sinking fund provisions with respect to the preferred
              stock.
 
 The
              Board
              of Directors has the authority, without further action by the shareholders,
              to
              issue from time to time the preferred stock in one or more series for
              such
              consideration and with such relative rights, privileges, preferences
              and
              restrictions that the Board may determine. The preferences, powers,
              rights and
              restrictions of different series of preferred stock may differ with
              respect to
              dividend rates, amounts payable on liquidation, voting rights, conversion
              rights, redemption provisions, sinking fund provisions and purchase
              funds and
              other matters. The issuance of preferred stock could adversely affect
              the voting
              power or other rights of the holders of common stock.
 
 On
              October 20, 2003, in conjunction with the formation and incorporation
              of Signet
              Entertainment Corporation, SIG issued 4,000,000 shares of preferred
              stock to the
              incorporating persons. This transaction was valued at approximately
              $40,000,
              which approximates the value of the services provided.
 
 On
              July
              19, 2005, the Company issued 1,000,000 shares of preferred stock to
              an existing
              shareholder and Company officer for services related to the organization
              and
              structuring of the Company and it’s proposed business plan. This transaction was
              valued at approximately $10,000, which approximates the value of the
              services
              provided.
 
 Concurrent
              with the reverse merger transaction, these shareholders exchanged their
              Signet
              Entertainment Corporation preferred stock for equivalent shares of
              Signet
              International Holdings, Inc. preferred stock.
  **Note
              I - Common Stock Transactions**
 
 On
              October 17, 2003 and November 1, 2003, in connection with the incorporation
              and
              formation of Signet Entertainment Corporation, an aggregate of approximately
              3,294,000 shares of restricted, unregistered shares of common stock
              and were
              issued to various founding individuals. This combined preferred stock
              and common
              stock issuances were collectively valued at approximately $40,810,
              which
              approximated the fair value of the time provided by the individuals
              and the
              related out-of-pocket expenses.
  F-11
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2005 and 2004
   **Note
          I - Common Stock Transactions - Continued**
 On
              February 2, 2005, in connection with the incorporation and formation
              of Signet
              International Holdings, Inc., 100,000 shares were issued to the founding
              shareholder for $100 cash.
 
 On
              June
              16, 2004 and December 3, 2004, Signet Entertainment Corporation sold,
              in three
              separate transactions to three unrelated individuals, an aggregate
              70,000 shares
              of restricted, unregistered common stock for $35,000 cash. These shares
              were
              sold pursuant to an exemption from registration under Section 4(2)
              of the
              Securities Act of 1933, as amended, and no underwriter was used any
              of the three
              transactions.
 
 Between
              July 20, 2005 and August 26, 2005, Signet Entertainment Corporation
              sold an
              aggregate 57,000 shares of common stock to existing and new shareholders
              at a
              price of $0.01 per share for gross proceeds of approximately $570.
              As this
              selling price was substantially below the “fair value” of comparable
              transactions, the Company recognized a charge to operations for consulting
              expense equivalent to the difference between the established “fair value” of
              $1.00 per share (as determined by the pricing in the September 2005
              Private
              Placement Memorandum) and the selling price of $0.01 per share.
 
 On
              September 8, 2005, all of the then issued and outstanding shares of
              Signet
              Entertainment Corporation were exchanged on a share-for-share basis
              for shares
              of Signet International Holdings, Inc. in connection with the aforementioned
              “reverse merger” transaction.
 
 On
              September 9, 2005, the Company commenced the sale of common stock pursuant
              to a
              Private Placement Memorandum in a self-underwritten offering. This
              Memorandum is
              offering for sale to persons who qualify as accredited investors and
              to a
              limited number of sophisticated investors, on a best efforts basis,
              up to
              2,000,000 of our common shares at $1.00 per share, for anticipated
              gross
              proceeds of $2,000,000. The common shares will be offered through the
              Company’s
              officers and directors on a best-efforts basis. The minimum investment
              is
              $1,000, however, the Company might, at it’s sole discretion, accept
              subscriptions for lesser amounts. Funds received from all subscribers
              will be
              released to the Company upon acceptance of the subscriptions by the
              Company’s
              management. Through January 1, 2006, the Company sold an aggregate
              of 366,000
              shares for gross proceeds of approximately $366,000 under this
              Memorandum.
  **Note
              J - Commitments**
 
 Leased
              office space
 
 The
              Company operates from leased office facilities at 205 Worth Avenue,
              Suite 316
              Palm Beach, FL 33480 under an operating lease. The lease agreement
              was
              originally expired to expire in July 2009 and has been subsequently
              amended to a
              month-to-month basis. The lease requires monthly payments of approximately
              $928.
              The Company is not responsible for any additional charges for common
              area
              maintenance.
 
 The
              Company also reimburses two non-executive personnel for the use of
              their
              personal home offices, which are not exclusive to the Company’s business, at
              approximately $250 per month. These agreements are on a month-to-month
              basis.
 
 For
              the
              respective years ended December 31, 2005 and 2004, the Company paid
              an aggregate
              of $16,738 and $16,702 for rent under these agreements.
   F-12
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2005 and 2004
  **Note
          J - Commitments - Continued**
  Triple
              Play Management Agreement
 
 On
              October 23, 2003, Signet Entertainment entered into a Management Agreement
              with
              Triple Play Media Management (Triple Play) of Peoria, Arizona. Triple
              Play is
              engaged to be the management company to manage and operate any acquired
              Signet
              facility (facilities) on a permanent basis for Signet for a period
              of ten years
              (the initial period) with an automatic extension of an additional ten
              years
              unless the dissenting party gives proper notice.
 
 To
              facilitate this Management Agreement, Signet will endeavor to raise
              capital
              contributions through a Private Placement Offering, Regulation 506
              and /or a
              Public Offering and show evidence of the total capital funds required
              for the
              establishment of the Network including providing funds for the budgeted
              operations of the business for the term of this agreement plus extensions.
              Signet will also provide a minimum of 17,500 square feet of permanent
              structure
              (connector facility), fully equipped to accommodate full- service television
              studios, sound stages and various production equipment within completely
              air-conditioned and heated work places and mobile modular production
              unit (s)
              fully equipped and a Eutelsat satellite Hot Bird and delivery system.
              Triple
              Play will, in turn, perform the following actions: a) acquire and maintain
              various licenses; b) compliance with local ordinances and state laws;
              c)
              maintain complete books of account, which shall comply with requirements
              of any
              governmental agency including all Federal Communications commission
              (FCC)
              regulations; d),provide an annual budget to Signet, addressing all
              operating
              activities, including a reserve for repairs, refurbishment, and replacements
              to
              maintain the premises and equipment in good condition; e) make no expenditures
              other than those items provided in an annual budget; f) maintain books
              and
              records to be made available to Signet representatives; g) have complete
              creative control and authority to determine all matters concerning
              decor,
              design, arrangement, format and all production presentations including
              creative
              design, absolute control and discretion with respect to the operation
              of the
              premises; and h) be responsible for all necessary and proper insurances
              safeguarding against all reasonably foreseeable risks on a replacement
              cost
              basis of coverage to both parties , the business and its assets.
 
 Upon
              Signet’s raising the necessary required funding through a secondary offering,
              Signet will begin funding the working capital requirements of Triple
              Play for a
              share of Triple Play’s profit. The working capital commitment is based on
              mutually agreed budgets and is projected to amount approximately $15
              million,
              inclusive of management fees. This advance of management fees would
              be drawn
              down by Triple Play over approximately the first 12 months of its operations
              which would begin once Signet has access to the secondary offering
              funding. This
              advance will be recovered by Signet from Triple Play’s future cash flows. In
              return, Signet will receive 87.5 % of Triple Play’s monthly gross revenues less
              Triple Play’s monthly operating expenses.
 
 Triple
              Play’s Chief Executive Officer, Richard Grad, one of Signet’s founding
              shareholders, will be paid by Signet, a signing bonus of $50,000 upon
              the
              funding of a future Signet offering. Signet will also pay to Mr. Grad
              the
              following annual compensation during the entire term of this agreement,
              including extensions thereto: 1) a guaranteed annual salary of $200,000.(Two
              Hundred Thousand), per year payable at the beginning of each month
              at the rate
              of twelve equal installments and will be subsequently deducted from
              each annual
              management fee settlement noted above; 2) an allowance of $1,500 for
              moving and
              relocation expenses and 3) ordinary and reasonable employee benefits
              related to
              health insurance. It is specifically noted that Mr. Grad will function
              solely as
              an independent contractor representing Triple Play and will not be
              construed as
              a Signet employee.
 (Remainder
            of this page left blank intentionally)
    F-13
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2005 and 2004
    **Note
          J - Commitments - Continued**
  Big
              Vision Management Contract
 
 On
              July
              22, 2005, Signet Entertainment entered into a Management Agreement
              with Big
              Vision Studios, a Nevada Limited Liability Company (Big Vision) located
              in both
              Las Vegas, Nevada and Burbank, California whereby Big Vision will be
              the
              exclusive supplier of High Definition Equipment and Studio rental for
              Signet.
              This agreement is for a period of one (1) year, commencing with the
              submission
              by Signet’s of evidence of the total capital funds required for the
              establishment of Signet’s Network including providing funds for the budgeted
              operations of the business for the term of this agreement plus extensions
              to Big
              Vision, with an automatic extension of an additional five years unless
              the
              dissenting parry gives proper notice . Signet
              has agreed to pay a reduced fee to Big Vision, at a discount negotiated
              off of
              Big Vision’s published standard rate card, for the first year of Signer’s
              operations. After the initial year, Signet has agreed to pay Big Vision
              based on
              Big Vision’s published standard rate card at that point in time plus an
              additional 15% in consideration of Big Vision’s concession in rates for the
              first year. Signet has agreed to continue paying pursuant to Big Vision’s
              published standard rate card plus 15% for as long as this agreement
              is in place.
              All fees will be paid as they become due and payable according to Big
              Vision’s
              requirements.
 
 Broadcast
              Property Acquisition
 
 On
              April
              13, 2006, Signet executed a Letter of Agreement to Purchase with Freehawk
              Productions, Inc. of Royal Palm Beach, Florida whereby Signet would
              acquire 20
              original one-half hour screenplays and four (4) additional episodes
              per
              screenplay for a total of 100 separate broadcast properties to be delivered
              over
              a 36-month period from April 13, 2006. The agreed-upon purchase price
              for the
              total 20 one half-hour ready-to-air shows and the accompanying supplemental
              80
              one half- hour ready-to-air episodes is $3,000,000.00. This price includes
              all
              of the rights, title and privileges related to the ownership of said
              broadcast
              properties. On August 19, 2006, by mutual agreement, Signet and Freehawk
              rescinded this Agreement and intend to enter into a restructured agreement
              in a
              future period.
 F-14


**Item
      8.**  **Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure**




(1)
            Previous
                Independent Auditors:





(i)
            On
                November 14, our board of directors approved the dismissal of Gately
&
                Associates, LLC (“Gately & Associates”) as independent auditor for the
                Company.(ii)
            Our
                management has not had any disagreements with Gately & Associates
                related to any matter of accounting principles or practices, financial
                statement disclosure or auditing scope or procedure. For the audited
                period ended February 10, 2005 and through Gately & Associates’
                termination on November 14, 2005, there has been no disagreement
                between
                the Company and Gately & Associates on any matter of accounting
                principles or practices, financial statement disclosure, or auditing
                scope
                or procedure, which disagreement, if not resolved to the satisfaction
                of
                Gately & Associates would have caused it to make a reference to the
                subject matter of the disagreement in connection with its
                reports.(iii)
            The
                Company’s Board of Directors participated in and approved the decision to
                change independent accountants. Gately & Associates’ audits of the
                Company’s financial statements on Form 10SB for the period ended February
                10, 2005 contained no adverse opinion or disclaimer of opinion and
                was not
                qualified or modified as to audit scope or accounting
                principles.(iv)
            In
                connection with its review of financial statements through July 31,
                2005,
                there have been no disagreements with Gately & Associates on any
                matter of accounting principles or practices, financial statement
                disclosure, or auditing scope or procedure, which disagreements if
                not
                resolved to the satisfaction of Gately & Associates would have caused
                them to make reference thereto in their report on the financial
                statements.(v)
            During
                the most recent review period and the interim period subsequent to
                November 14, 2005, there have been no reportable events with the
                Company
                as set forth in Item 304(a)(i)(v) of Regulation S-K.(vi)
            The
                Company requested that Gately & Associates furnish it with a letter
                addressed to the SEC stating whether or not it agrees with the above
                statements. A copy of such letter was filed as an Exhibit to the
                Form 8-K
                filed on November 15, 2005.




(2)
            New
                Independent Accountants:




(i)
            The
                Company engaged SW Hatfield, CPA of Dallas, Texas, as its new independent
                auditors as of November 14, 2005. Prior to such date, we did not
                consult
                with S.W. Hatfield, CPA regarding (i) the application of accounting
                principles, (ii) the type of audit opinion that might be rendered
                by S.W.
                Hatfield, CPA or (iii) any other matter that was the subject of a
                disagreement between the Company and its former auditor as described
                in
                Item 304(a)(1)(iv) of Regulation
                S-B.




**Item
      8A. Controls and Procedures**




**Evaluation
      of disclosure controls and procedures**




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2005. Based
      on this evaluation, our principal executive officer and principal financial
      officers have concluded that our disclosure controls and procedures are
      effective to ensure that information required to be disclosed by us in the
      reports we file or submit under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the Securities
      and
      Exchange Commission’s rules and forms and that our disclosure and controls are
      designed to ensure that information required to be disclosed by us in the
      reports that we file or submit under the Exchange Act is accumulated and
      communicated to our management, including our principal executive and principal
      financial officers, or persons performing similar functions, as appropriate
      to
      allow timely decisions regarding required disclosure.




15


**Changes
      in internal controls**





There
          were no changes (including corrective actions with regard to significant
          deficiencies or material weaknesses) in our internal controls over financial
          reporting that occurred during the year ended December 31, 2006 that has
          materially affected, or is reasonably likely to materially affect, our
          internal
          control over financial reporting.




**PART
      III**




**Item
      9.**  **Directors
      and Executive Officers of the Registrant**





The
      directors and executive officers of the Company are:




**Name**
            **Age**
            **Position**
            **Date
                Appointed**Ernesto
                W. Letiziano
            60
            President,
                Chief Executive Officer,
              Chief
                Financial Officer and Director
            July
                8, 2005




Set
      forth
      below is a brief description of the background and business experience of our
      executive officers and directors for the past five years. Below is a brief
      biography of Mr. Letiziano:




**ERNEST
      W. LETIZIANO** was
      appointed as the Company’s President, Chief Executive Officer, Chief Financial
      officer and sole director as of July 8, 2005. Mr. Letiziano, age 60, has 40
      years of experience in finance, business and sports and entertainment. After
      serving his internship with Haskins & Sells, CPA’s, Mr. Letiziano sat
      for his CPA Certificate in Pennsylvania. In 1964 he also received his Registered
      Municipal Accountant’s Certificate to practice in New York, New Jersey and
      Pennsylvania. He was employed with Haskins and Sells from 1962-1969. Letiziano
      attended Pennsylvania State University, where he majored in accounting and
      economics. From 1970-1972, he co-owned an accounting practice in Reading, PA.
      From 1992 to the Present, Mr. Letiziano has been self-employed as an
      international monetarist facilitating financial transactions for his clients.
      From 1988 to 1993, Mr. Letiziano was CEO of Ringside International
      Broadcasting Corporation, (NASDAQ *symbol:* RIBC).
      The company enjoyed over 4 years of success in sports and entertainment TV
      programming. RIBC captured 98% of the TV markets; in excess of 66 million TV
      households in the United States. RIBC boxing shows also aired in eight foreign
      countries. The company was sold in 1993 to a Houston based company.
      Mr. Letiziano co-owned Classic Motor Car Company, an
      automobile-manufacturer 1973-1976. From 1977 to 1982 he was Vice President
      of
      First Florida Utilities, Inc., a five-state utility public company (NASDAQ *symbol* SFFL).
      In 1982, Mr. Letiziano founded, Ringside Events, Inc., a promotional boxing
      enterprise. He has held commission licenses in 13 states and Great Britain
      and
      has promoted and produced over 150 major events worldwide.




**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.




All
      officers and directors listed above will remain in office until the next annual
      meeting of our stockholders, and until their successors have been duly elected
      and qualified. There are no agreements with respect to the election of
      Directors. We have not compensated our Directors for service on our Board of
      Directors, any committee thereof, or reimbursed for expenses incurred for
      attendance at meetings of our Board of Directors and/or any committee of our
      Board of Directors. Officers are appointed annually by our Board of Directors
      and each Executive Officer serves at the discretion of our Board of Directors.
      We do not have any standing committees. Our Board of Directors may in the future
      determine to pay Directors’ fees and reimburse Directors for expenses related to
      their activities.




None
      of
      our Officers and/or Directors have filed any bankruptcy petition, been convicted
      of or been the subject of any criminal proceedings or the subject of any order,
      judgment or decree involving the violation of any state or federal securities
      laws within the past five (5) years.




16


**Audit
      Committee**




We
      do not
      have a standing audit committee of the Board of Directors. Management has
      determined not to establish an audit committee at present because of our limited
      resources and limited operating activities do not warrant the formation of
      an
      audit committee or the expense of doing so. We do not have a financial expert
      serving on the Board of Directors or employed as an officer based on
      management’s belief that the cost of obtaining the services of a person who
      meets the criteria for a financial expert under Item 401(e) of Regulation S-B
      is
      beyond its limited financial resources and the financial skills of such an
      expert are simply not required or necessary for us to maintain effective
      internal controls and procedures for financial reporting in light of the limited
      scope and simplicity of accounting issues raised in its financial statements
      at
      this stage of its development.




**Certain
      Legal Proceedings**




No
      director, nominee for director, or executive officer of the Company has appeared
      as a party in any legal proceeding material to an evaluation of his ability
      or
      integrity during the past five years.




**Compliance
      With Section 16(A) Of The Exchange Act.**




Section
      16(a) of the Exchange Act requires the Company’s officers and directors, and
      persons who beneficially own more than 10% of a registered class of the
      Company’s equity securities, to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission and are required to
      furnish copies to the Company. To the best of the Company’s knowledge, any
      reports required to be filed were timely filed in fiscal year ended December
      31,
      2005.




**Code
      of Ethics**




The
      company has adopted a Code of Ethics applicable to its Chief Executive Officer
      and Chief Financial Officer. This Code of Ethics is filed herewith as an
      exhibit.




**Item
      10.**  **Executive
      Compensation**





**Compensation
      of Executive Officers**




**Summary
      Compensation Table.** The
      following summary compensation table sets forth all compensation paid by us
      during the fiscal years ended December 31, 2005 and 2004 in all capacities
      for
      the accounts of the Chief Executive Officer (CEO) and Chief Financial Officer
      (CFO).




**Summary
      Compensation Table**




**ANNUAL**
              **COMPENSATION**
            **LONG-TERM**
              **COMPENSATION**Name
            Year
            Salary
            Restricted
              Stock
                Awards ($)Ernie
                Letiziano
              President,
              Chief
                Executive Officer,
              Chief
                Financial Officer,
              Chairman
            2005
              2004
            70,000
                (1)
              70,000
                (1)
            $10,000
                (2)
              $0




(1)
      Mr. Letiziano has agreed to defer his salary for this period and therefore
      we have accrued such salary as salary payable. Such deferred salary will be
      paid
      when the Company is able to do so.




(2)
      On
      July 19, 2005, Signet Entertainment Corporation, our wholly owned subsidiary,
      issued 1,000,000 shares of preferred stock to Mr. Letiziano for services
      related to the organization and structuring of Signet Entertainment Corporation
      and its proposed business plan prior to the merger with us. This transaction
      was
      valued at approximately $10,000, which approximates the value of the services
      provided.






17






**Compensation
      of Directors**




Directors
      are permitted to receive fixed fees and other compensation for their services
      as
      directors. The Board of Directors has the authority to fix the compensation
      of
      directors. No amounts have been paid to, or accrued to, directors in such
      capacity.





**Employment
      Agreements**




We
      do not
      have any employment agreements in place with our sole officer and
      director.




**Item
      11. Security Ownership of Certain Beneficial Owners and
      Management**




The
      following table sets forth the number and percentage of shares of our common
      stock owned as of April 11, 2006 by all persons (i) known to us who own more
      than 5% of the outstanding number of such shares, (ii) by all of our directors,
      and (iii) by all officers and directors of us as a group. Unless otherwise
      indicated, each of the stockholders has sole voting and investment power with
      respect to the shares beneficially owned.






**Name
                of Beneficial Owner**
            **Amount
                and Nature**
              **of
                Beneficial Ownership**
            **Percentage
                of Class ***Letiziano,
                Ernesto W.
            900,000
            26.31%Donaldson,
                Thomas
            600,000
            17.54%Hillabrand,
                Hope E.
            500,000
            14.62%Grad,
                Richard
            400,000
            11.69%Officers
                and Directors as a Group
            900,000
            26.31%




*
      Based
      on 3,421,000 shares of our common stock outstanding.




**Item
      12.**  **Certain Relationships and Related Transactions**




On
      February 5, 2005, we issued 100,000 shares to Scott Raleigh for services
      rendered as our founder. Such shares were issued in reliance on an exemption
      from registration under Section 4(2) of the Securities Act of 1933. These shares
      of our common stock qualified for exemption under Section 4(2) of the Securities
      Act of 1933 since the issuance shares by us did not involve a public offering.
      On July 8, 2005, Scott Raleigh transferred the 100,000 shares to Signet
      Entertainment Corporation pursuant to a stock purchase agreement and pursuant
      to
      an exemption from registration under Section 4(2) of the Securities Act of
      1933.
      Our current President, Director, and Executive Officer, Ernie Letiziano is
      the
      Director and Chief Executive Officer of Signet Entertainment
      Corporation




Pursuant
      to a Stock Purchase Agreement and Share Exchange between us and Signet
      Entertainment Corporation dated September 8, 2005, we obtained all of the shares
      of Signet Entertainment Corporation in exchange for 3,421,000 restricted shares
      of our common stock 5,000,000 shares of our preferred stock. Pursuant to the
      transaction, Ernest Letiziano, our current President, Director, and Executive
      Officer, received 900,000 restricted shares of our common stock and 2,500,000
      shares of our preferred stock. Such shares were issued in reliance on an
      exemption from registration under Section 4(2) of the Securities Act of
      1933.









18




**PART
      IV**




**Item
      13. Exhibits List and Reports on Form 8-K**








(a)
            Reports
                on Form 8-K and Form 8K-A




(b)
            Exhibits




**Method
                of Filing**
            **Exhibit
                Number**
            **Exhibit
                Title**Incorporated
                by reference to Exhibit 2.1 to Amendment to Form 8k filed on July
                12, 2005
                (File No. 000-51185)
            2.1
            Stock
                Purchase Agreement dated July 8, 2005 between Scott Raleigh and Signet
                Entertainment Corporation.Incorporated
                by reference to Exhibit 2.1 to Amendment to Form 8k filed on May
                16, 2005
                (File No. 000-51185)
            2.2
            Amended
                Stock Purchase Agreement and Share Exchange dated September 8, 2005
                between Signet International Holdings, Inc. and Signet Entertainment
                Corporation.Incorporated
                by reference to Exhibit 3.1 to Form 10SB filed on May 3, 2005 (File
                No.
                000-51185)
            3.1
            Certificate
                of Incorporation of 51142, Inc.3.2
            Certification
                of Amendment of Certificate of Incorporation amending the Company’s name
                to Signet International Holdings, Inc.Incorporated
                by reference to Exhibit 3.2 to Form 10SB filed on May 3, 2005 (File
                No.
                000-51185)
            3.2
            By-Laws14
            Code
                of Ethics31.1
            Certification
                of Ernest W. Letiziano 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 Ernest W. Letiziano pursuant to 18 U.S.C. Section 1350 as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.




**Item
      14. Principal Accountant Fees and Services**




We
      paid
      or accrued the following fees in each of the prior two fiscal years to our
      principal accountant, either S. W. Hatfield, CPA of Dallas, Texas or Gately
& Associates, LLC of Altamonte Springs, Florida:






19









Year
                ended
              December
                31,
            
            Year
                ended
              December
                31,2005
            
            2004(2)          Audit
                fees
            
            $
            9,250
            
            $
            -(3)          Audit-related
                fees
            
            
            -
            
            
            -(4)          Tax
                fees
            
            
            -
            
            
            -(5)          All
                other fees
            
            
            -
            
            
            -Totals
            
            $
            9,250
            
            $
            -






The
      Company has no formal audit committee. However, as defined in Sarbanes-Oxley
      Act
      of 2002, the entire Board of Directors is the Company’s de facto audit
      committee.




In
      discharging its oversight responsibility as to the audit process, the Board
      obtained from the independent auditors a formal written statement describing
      all
      relationships between the auditors and the Company that might bear on the
      auditors’ independence as required by Independence Standards Board Standard No.
      1, “Independence Discussions with Audit Committees.” The Board discussed with
      the auditors any relationships that may impact their objectivity and
      independence, including fees for non-audit services, and satisfied itself as
      to
      the auditors’ independence. The Board also discussed with management, the
      internal auditors and the independent auditors the quality and adequacy of
      the
      Company’s internal controls. The Board reviewed with the independent auditors
      their management letter on internal controls, if one was issued by the Company’s
      auditors.




The
      Board
      discussed and reviewed with the independent auditors all matters required to
      be
      discussed by auditing standards generally accepted in the United States of
      America, including those described in Statement on Auditing Standards No. 61,
      as
      amended, “Communication with Audit Committees”.




The
      Board
      reviewed the audited consolidated financial statements of the Company as of
      and
      for the year ended December 31, 2005 and 2004, with management and the
      independent auditors. Management has the sole ultimate responsibility for the
      preparation of the Company’s financial statements and the independent auditors
      have the responsibility for their examination of those statements.




Based
      on
      the above-mentioned review and discussions with the independent auditors and
      management, the Board of Directors approved the Company’s audited consolidated
      financial statements and recommended that they be included in its Annual Report
      on Form 10-KSB for the year ended December 31, 2005, for filing with the
      Securities and Exchange Commission.




The
      Company’s principal accountant, S. W. Hatfield, CPA did not engage any other
      persons or firms other than the principal accountant’s full-time, permanent
      employees.





20


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, there unto duly authorized.




**SIGNET
      INTERNATIONAL HOLDINGS, INC.**





By:
            /s/
                Ernest W. Letiziano**ERNEST
                W. LETIZIANO**Chief
                Executive Officer
              Chief
                Financial Officer






Dated:
              January
                  31, 2007




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**Name**
              **Title**
              **Date***/s/
                  Ernest W. Letiziano*
                **Ernest
                  W. Letiziano**
              Chief
                  Executive Officer
                Chief
                  Financial Officer,
                and
                  Director
              January
                  31, 2007