SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-K
 
 (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, 2008
  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
                16-1732674(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)
  561-832-2000
 (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
                NoneSecurities
      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 the
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.
 Yes x                      No
o
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes   x              No
 ̈
  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-K or any
amendment to this Form 10-K. o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
  Large
      accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              Smaller
      reporting company
              x(Do
      not check if a smaller reporting company)
  Revenues
for year ended December 31, 2008:
  Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2008, was:  The aggregate market value of voting and
non-voting common equity held by non-affiliates as of April 7, 2009 was
approximately $360,746 based upon 2,254,662 shares held by non-affiliates and a
closing market price of $0.16 per share on April 7, 2009 as quoted on
www.yahoo.com.
  Number of
shares of the registrant’s common stock outstanding as of April 7, 2009 was:
4,706,962
  Documents
Incorporated by Reference: None.
  
  Signet
International Holdings, Inc.
  Index
to Contents
   Page
      NumberPart
      IItem
      1
                                      Description
      of Business
                                      1Item
      2
                                      Description
      of Property
                                      4Item
      3
                                      Legal
      Proceedings
                                      4Item
      4
                                      Submission
      of Matters to a Vote of Security Holders
                                      5Part
      IIItem
      5
                                      Market
      for Company’s Common Equity, Related Stockholders Mattersand Small
      Business Issuer Purchasers of Equity
Securities
                                      5Item
      6
                                      Selected
      Financial Data
                                      7Item
      7
                                      Management’s
      Discussion and Analysis or Plan of Operation
                                      7Item
      8
                                      Financial
      Statements
                                      9Item
      9
                                      Changes in and
      Disagreements with Accountants on
      Accounting and Financial
    Disclosure
                                      10Item
      9A
                                      Controls
      and Procedures
                                      1010Part
      IIIItem
      10
                                      Directors, Executive
      Officers, Promoters and Control Persons;  Compliance
      with Section 16(a) of the Exchange
      Act
                                      11Item
      11
                                      Executive
      Compensation
                                      13Item
      12
                                      Security
      Ownership of Certain Beneficial Owners and Managementand Related
      Stockholder Matters
                                      14Item
      13
                                      Certain
      Relationships and Related Transactions
                                      14Part
      IVItem
      14
                                      Exhibits
      List and Reports on Form 8-K
                                      15Item
      15
                                      Principal
      Accountant Fees and Services
                                      15Signatures
   
  Caution Regarding
Forward-Looking Information
 
 Certain
statements contained in this annual 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 the actual results, performance or achievements of the Company, 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 ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; existing government regulations
and changes in, or the failure to comply with, government regulations; adverse
publicity; competition; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; and other
factors referenced in this and previous filings.
 
 Given
these uncertainties, readers of this Form 10-K and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims 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.
 
 PART
I
 
 Item
1 - Description of Business
 
 Formation and
History
 
 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.
 
 The
Company’s current long-range business plan is oriented towards the building of a
new broadcast media group comprised of television stations and complimentary
syndication and production companies serving mid to large sized U.S.
markets.  Upon the completion of our fund-raising efforts to
adequately capitalize our business plan we intend to grow into one of the most
significant and diversified television broadcasting companies in the country
today.   Our business plan focuses on three complimentary
segments: ownership and operations of various television stations, ownership of
a programming and syndication company and the ownership and operation of a
television production company.
 
 1
  Currently,
we only have a single wholly-owned subsidiary, Signet Entertainment Corporation
(“SIG”), which 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.
 
 General
 
 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.
 
 Broadcast and 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.  On April 20, 2007, the Company entered into a new purchase
agreement with Freehawk for 100% of the rights to 21 television series
to be produced by Freehawk exclusively for Signet.  The total
consideration paid by the Company for these rights was 270,000 shares of
restricted, unregistered common stock and a $50,000 open account
payable.  Based on an independent third-party appraisal, the Company
valued this transaction at approximately $2,870,625.  The common stock
was issued pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended, and no underwriter was used in this
transaction.
 
 On May
22, 2007, the Company acquired the exclusive television rights to “Tales From
The moe.Republic”, by John E. Derhak.  This full-length novel is in
the process of being published and is currently being sold in an abridged,
autographed limited edition through the website
www.moerepublic.org.  Total consideration paid by the Company for
these rights was 113,662 shares of restricted, unregistered common stock and a
$25,000 open account payable.  Based on an independent third-party
appraisal, the Company valued this transaction at approximately
$1,136,600.  The common stock was issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, and
no underwriter was used in this transaction.
 
 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.
 
 Competition
 
 With the
growing availability of on demand, self-programming and search features, along
with increased competition from converging industry players in
telecommunications and the Internet, the television industry is facing
unparalleled complexity that will alter traditional TV business
models.  The entertainment industry is therefore, extremely
competitive.
  2
  The
competition comes from both companies within the industry and those who are
engaged in other forms of entertainment media that create alternative forms of
leisure entertainment.  The increasing gap between the major networks
and the smaller ones allows market space for smaller companies, such as Signet,
to develop.
 
 Currently
the over the air networks may be identified by size according to the number of
TV households they attract. The basic category or groupings of the major
networks and several of the lesser but better known networks are as
follows:
 
 •
              Major
      networks such as ABC, CBS, NBC, FOX
 •
              Major
      cable networks such as: ESPN, USA, Bravo, Fox Sports Net, UPN, PAX, The
      Travel Channel, The Tube
 •
              Smaller
      cable networks: Food Channel, Spike TV, HGTV, Golf
  Channel
 •
              Smaller
      Cable/Satellite networks such as: CGTV Network (Canada), Variety Sports
      Network, TVG Horse Racing. Such networks reach between one and eight
      million TV households.
 
 Our key
competitive strategy is diversification in business risk and delivery
systems.  We plan to be providers of television content creation,
packaging, programming and distribution; not only to our “owned and operated”
LPTV stations, but via other distribution systems such as cable and
satellite.  Additionally, we plan to have our own “sports and
entertainment network” to offer to stations and cable systems.
 
 We will
develop and implement strategies that will not only serve this diverse audience
but will achieve significant cost savings from the traditional supply chain in
order to fund new delivery channels, whether it be cable, broadcast TV, full
power or low power, the Internet or satellite.
 
 The
entertainment industry, and particularly the television industry, is a highly
competitive commerce.  Currently this industry is undergoing an
aggressive period of mergers and acquisitions.  Once our presence is
recognized, we will experience potential competitors who have greater
financial, marketing, programming and broadcasting resources than we
do.
 
 The
markets in which we have targeted to acquire are also in a constant state of
change arising from, among other things, technological improvements and
economic and regulatory developments.  Technological innovation and
the resulting proliferation of television entertainment, such as cable
television, wireless cable, satellite-to-home distribution services,
pay-per-view and home video and entertainment systems, have fractionalized
television viewing audiences and have subjected free over-the-air television
broadcast stations to increased competition.  We may not be able to
compete effectively or adjust our business plans to meet changing market
conditions.  We are unable to predict what form of competition will
develop in the future, the extent of the competition or its possible effects on
our businesses.
 
 Government
Regulation
 
 The
broadcasting industry is subject to regulation by the FCC pursuant to the
Communications Act of 1934, as amended (the “Communications
Act”).  Approval by the FCC is required for the issuance, renewal and
assignment of station operating licenses and the transfer of control of
station licensees.  Although the Company does not currently hold an
FCC license, in the event that it acquires or is granted an FCC license in the
future, the Company’s business will be dependent upon its continuing to hold
television broadcast licenses from the FCC, which license are issued for maximum
terms of eight years.  While in the vast majority of cases such
licenses are renewed by the FCC, there can be no assurance that the Company will
be able to renew licenses it acquires or is grant at their expiration
dates.  If such licenses were not renewed or acquisitions approved, we
may lose revenue that we otherwise could have earned.
 
 3
  Although
we do not currently own any broadcast properties, our business plan contemplates
that we may acquire such properties through acquisition of LPTV stations. Based
on same, Federal regulation of the broadcasting industry will limit our
operating flexibility, which may affect our ability to generate revenue or
reduce our costs in the event we acquire such broadcast properties. In addition,
Congress and the FCC currently have under consideration, and may in the future
adopt, new laws, regulations and policies regarding a wide variety of matters
(including technological changes) that could, directly or indirectly, materially
and adversely affect our ability to acquire broadcast properties and the
operation and ownership of such broadcast properties. New Federal legislation
may limit our ability to conduct our business in ways that we believe would be
advantageous and may thereby negatively affect our operating results and
strategic decisions.
  We
have not applied for any FCC licenses.  However, application will be
made immediately subsequent to execution of an agreement which results in
the acquisition of a license, LPTV station or other broadcast
property.  Although the waiting period for approval of such licenses
can take between 60-90 days, such period will have no effect on our business
since we intend to assume responsibility only upon license
approval.
 
 Item
2 - Description of Property
 
 We
currently operate from leased office facilities at 205 Worth Avenue, Suite
316 Palm Beach, FL 33480 under an operating lease.  This
lease agreement was originally expired to expire in July 2009 and has been
amended to a month-to-month basis.  The lease currently requires
monthly payments of approximately $965 and we are not responsible for any
additional charges for common area maintenance.
 
 We also
reimburse 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, 2008 and 2007, the Company paid or accrued
an aggregate of $21,068 and $19,325 for rent under these
agreements.
 Item
3 - Legal Proceedings
 
 At the
current time, we are not presently parties to any litigation, nor to our
knowledge and belief is any litigation threatened or
contemplated.  From time to time, in the future, we may become subject
to various legal proceedings that would be incidental to the ordinary conduct of
our business.  At this time, we do not anticipate that any such
proceedings, if any, either individually or in the aggregate, would be material
to its business or likely to result in a material adverse effect on its future
operating results, financial condition, or cash flows.
 
 As
disclosed in our Registration Statement filed on Form SB-2 which became
effective on February 2, 2007, we issued an aggregate of approximately 4,100,000
shares of common stock to various founders of which 680,000 shares were
registered on the Form SB-2 for unrestricted trading.
 
 By July
2007, one founding stockholder had sold 100% of his 5,000 registered shares,
which were approximately 3.1% of the total 151,000 shares issued to him at
inception of the Company. In July 2007, it became apparent that this founding
stockholder had no intentions of assisting the Company as promised.
Consequently, we issued a demand for the return of the remaining 146,000 shares
citing misrepresentation and failure to perform according to initial
understanding between this founding stockholder and the Company.
 
 On
September 17, 2007, the Company filed a brief in District Court - Dallas County,
Texas petitioning for the return of the Company’s 146,000 shares of stock
pursuant to our claims.  On October 1, 2007, as a result of a court
ordered mediation, we were granted rescission and recovery of 116,000 shares
with an agreement that the defendant founding stockholder would not discuss
company business with other persons and to otherwise completely separate himself
from the Company.
 
 4
  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, 2008.
 
 PART
II
 
 Item
5 - Market for Company’s Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities
 
 We filed
a request for clearance of quotations on the OTC Bulletin Board under SEC Rule
15c2-11, Subsection (a)(5) with NASD Regulation Inc.  On March 7,
2007, we were issued a clearance letter and the trading symbol “SIGN” was issued
on our common stock.
 
 Management
is of the opinion that there is a limited trading market for our equity
securities.  As such, the market price of our common stock is subject
to significant fluctuations in response to variations in our
quarterly operating results, general trends in the market, and other
factors, over many of which we have little or no control. In addition, broad
market fluctuations, as well as general economic, business and political
conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
 
 The
ask/high and bid/low information for each calendar quarter since March 7, 2007,
noting that the over-the-counter quotations provided herein reflect inter-dealer
prices, without retail markup, mark-down or commission and may not represent
actual transactions.
  High
                            
                            
                            LowFiscal Year
      ended December 31, 2007First
      quarter 2007 (January 1, 2007 - March 31, 2007)
                            
                            $
                            0.85
                            
                            
                            $
                            1.20Second
      quarter 2007 (April 1, 2007 - June 30, 2007)
                            
                            $
                            1.20
                            
                            
                            $
                            3.50Third
      quarter 2007 (July 1, 2007 - September 30, 2007)
                            
                            $
                            1.75
                            
                            
                            $
                            2.65Fourth
      quarter 2007 (October 1, 2007 - December 31, 2007)
                            
                            $
                            1.25
                            
                            
                            $
                            2.25Fiscal Year ended December 31,
      2008First
      quarter 2008 (January 1, 2008 - March 31, 2008)
                            
                            $
                            0.75
                            
                            
                            $
                            .30Second
      quarter 2007 (April 1, 2008 - June 30, 2008)
                            
                            $
                            .70
                            
                            
                            $
                            .30Third
      quarter 2007 (July 1, 2008 - September 30, 2008)
                            
                            $
                            .30
                            
                            
                            $
                            .30Fourth
      quarter 2007 (October 1, 2008 - December 31, 2008)
                            
                            $
                            .30
                            
                            
                            $
                            .30
  Dividends
 
 Holders
of our common stock are entitled to receive dividends if, as and when declared
by the Board of Directors out of funds legally available
therefore.  We have never declared or paid any dividends on our common
stock.  We intend to retain any future earnings for use in the
operation and expansion of our business.  Consequently, we do not
anticipate paying any cash dividends on our common stock to our
stockholders for the foreseeable future.
 
 Equity Compensation Plan
Information
 
 We do not
have any plans, formal or informal, to provide compensation under which our
equity securities are authorized for issuance:
  5
  Equity
compensation plans approved by security holders - None
 Equity
compensation plans not approved by security holders - None
 
 Transfer
Agent
 
 Our
independent stock transfer agent is Olde Monmouth Stock Transfer Co.,
Inc.  Their address is 200 Memorial Parkway, Atlantic Highlands,
N.J. 07716.  Their contact numbers are (732) 872-2727 for
voice calls and (732) 872-2728 for fax transmissions.
 
 Recent Sales of Unregistered
Securities
 
 On March
31, 2006, the Company repurchased 50,000 shares of common stock from the estate
of a deceased shareholder which purchased said shares for $50,000 cash pursuant
to the aforementioned September 2005 Private Placement Memorandum for $50,000
cash.  In June 2006, the Company’s Board of Directors cancelled these
shares and returned them to unissued status.
 
 On June
22, 2006, the Company issued 250,000 shares of unregistered, restricted common
stock, valued at $0.50 per share or $125,000,  in payment of
consulting fees.   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 in this transaction.
 On April
16, 2007, the Company issued 270,000 shares of unregistered, restricted common
stock for the acquisition of certain broadcast and other production
rights.  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 in this transaction.
 
 On May 2,
2007, the Company sold, in a private transaction, 6,800 shares of unregistered,
restricted common stock at a price of $1.00 per share for 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 in this
transaction.
 
 On May
22, 2007, the Company issued 113,662 shares of unregistered, restricted common
stock for the acquisition of intellectual properties related to literary
works.  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 in this transaction.
 
 On August
30, 2007, the Company sold, in a private transaction, 12,500 shares of
unregistered, restricted common stock at a price of $1.00 per share for
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 in this transaction.
 
 On June
5, 2008, the Company sold, in a private transaction, 3,000 shares of
unregistered, restricted common stock for cash proceeds of $800, which
approximated the fair value and closing quoted price of the Company’s common
stock on the transaction date.  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 in this transaction.
  On July
24, 2008 the Company issued 20,000 shares of unregistered, restricted common
stock as a deposit on and in consideration for a Purchase Option Agreement
executed on July 23, 2008 with a TV distribution and syndication
company.  The deposit/option fee will be deducted from the total
100,000 shares of unregistered, restricted common stock to be issued upon
closing of the transaction upon exercise of the
option.   The total shares issued and to be issued are part of
the terms of the Purchase Option Agreement that specifies a total purchase price
of $3.0 million plus a management contract to be in place shortly
after closing.  Terms of the management contract requires a
payment of $20,000 per month to the present manager/owner.  The term
of Purchase Option Agreement is one year from date of execution.
 
 On August
19, 2008, the Company sold, in a private transaction, 5,000 shares of
unregistered, restricted common stock for cash proceeds of $3,000, which
approximated the fair value and closing quoted price of the Company's common
stock on the transaction date. 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 in this transaction.
 
 On August
22, 2008, the Company sold, in a private transaction, 174,000 shares of
unregistered, restricted common stock for cash proceeds of $55,000, which
approximated the fair value and closing quoted price of the Company's common
stock on the transaction date. 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 in this transaction.
  6
  Reports to
Stockholders
 
 The
Company intends to remain compliant with its obligations under the Securities
Exchange Act of 1934, as amended, and, therefore, plans to furnish its
stockholders with an annual report for each fiscal year ending December 31
containing financial statements audited by its registered independent public
accounting firm. In the event the Company enters into a business combination
with another Company, it is the present intention of management to continue
furnishing annual reports to stockholders. Additionally, the Company may, in its
sole discretion, issue unaudited quarterly or other interim reports to its
stockholders when it deems appropriate. The Company intends to maintain
compliance with the periodic reporting requirements of the Securities Exchange
Act of 1934.
  Item
6-Selected Financial Data
  N/A
  Item 7
- Management’s Discussion and Analysis or Plan of Operation
 
 (1)
              Caution
      Regarding Forward-Looking
Information
 
 Certain
statements contained in this annual 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 the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
  7
  Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; existing government regulations
and changes in, or the failure to comply with, government regulations; adverse
publicity; competition; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans; business
disruptions; the ability to attract and retain qualified personnel; and other
factors referenced in this and previous filings.
 
 Given
these uncertainties, readers of this Form 10-K and investors are cautioned not
to place undue reliance on such forward-looking statements. The Company
disclaims 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.
 
 (2)
              Results
      of Operations
 
 The
Company had no revenue for either of the years ended December 31, 2008 or 2007,
respectively.
 
 "Our
total general and administrative operating expenses for each of the years ended
December 31, 2008 and 2007 were approximately $311,000 and $307,000,
respectively. Included in these expenses is approximately $70,000 per
year for executive salaries and approximately $124,000 and $113,000
for the years ended December 31, 2008 and 2007, respectively, for
administrative and other non-executive compensation during the same
annual periods. Our non-compensation expenses were approximately
$117,000 and $124,000 for each of the years ended December 31, 2008 and 2007
with the majority of these expenditures relating to office rents, as previously
discussed, and legal and other professional fees. All of the above expenses
relate to the consistent refinement and implementation of our business plan, the
maintenance of the corporate entity and the preparation and filing of
various periodic reports pursuant to the Securities Exchange Act of
1934, as required.  It is anticipated that future expenditure levels will
increase as we implement our business plan and start full-scale
operations."
  Earnings
per share for the respective years ended December 31, 2008 and 2007 were
$(0.07) and $(0.07) based on the weighted-average shares issued and outstanding
at the end of each respective period.
 
 We do not
expect to generate any meaningful revenue or incur operating expenses for
purposes other than refining and implementing our business plan and maintaining
our obligations as a reporting company under the Securities Exchange Act of 1934
unless and until such time that we begin meaningful
operations.
 
 At
December 31, 2008 and 2007, respectively, the Company had working capital of
approximately $(792,000) and $(540,000), respectively. The working capital
deficit includes aggregate accrued officer and other compensation of
approximately $657,000 and $464,000 which all concerned parties have agreed to
defer payment of said accrued compensation until the Board of Directors deem
payments be made on an appropriate timely basis or as financial conditions
warrant.
  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, there is no legal obligation for either management or significant
stockholders to provide additional future funding. Should this pledge fail to
provide financing, the Company has not identified any alternative sources.
Consequently, there is substantial doubt about the Company’s ability to continue
as a going concern.
 
 The
Company’s need for capital may change dramatically as a result of any business
acquisition or combination transaction. There can be no assurance that the
Company will identify any such business, product, technology or company suitable
for acquisition in the future. Further, there can be no assurance that the
Company 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.
  (3)
              Plan
      of Business
 
 During
the preceding periods, the Company has endeavored to secure funding to implement
our business plan relating to the acquisition of LPTV stations by initiating the
negotiation of Sale & Share Exchange Contracts with the owners of various
identified LPTV Stations.  In connection with the economic decline,
Signet has experienced an adversity of investors’ willingness to enter into debt
or equity financing.  It has been determined that to spend additional
time to pursue funding in the TV and Media industry other than the acquisition
of AMG TV, Signet will seek only those investors interested in funding the AMG
TV acquisition and operations. Based upon our review and understanding of the
marketplace today, we believe that we will not be able to take the appropriate
steps to effectuate the acquisition of LPTV station(s). However, our current
financial condition and the condition of the capital markets in today's
environment may not allow us to complete any acquisition in a timely manner
including the acquisition of AMG TV.
  8
  At the
present time, management has no commitments for raising additional operating
capital. Accordingly, our future cash requirements are anticipated to be met
through the sale of additional equity securities, short-term loans from
executive officers and/or the proceeds of additional equity offerings in
conjunction with the acquisition of AMG TV.  Although we have verbal
assurances from Mr. Letiziano that he will provide such interim working capital,
there is no legal obligation for either management or significant stockholders
to provide additional future funding. We may raise additional funds through
public offerings of equity, securities convertible into equity or debt, or
private offerings of securities.
 
 On July
23, 2008, we executed an Option to Purchase Asset Agreement (Agreement) with
Access Media Group, Inc. (a Florida Corporation) dba AMG TV, headquartered in
Jensen Beach, FL, to acquire 100% of the assets, satellite delivery service
contracts, customer service agreements in the USA and the Caribbean, including
the business operations located in Pittsburgh and North New Jersey for an agreed
purchase price is $3 million, payable as set forth in the Agreement, and the
issuance of 100,000 shares of our restricted, unregistered common
stock.  The term of our option is one (1) year and expires on July 22,
2009.  As consideration for the Agreement, we issued 20,000 shares of
restricted, unregistered common stock to Access Media Group, Inc. and we have up
to 180 days to complete the acquisition after serving notice to AMG TV that we
intend to exercise the option.  Our management is actively pursuing
the necessary capital resources to exercise the option and integrate these
operations according to our Business Plan.
 
 Our
management is actively pursuing the necessary capital resources to exercise the
option and integrate these operations according to our Business
Plan.
 
 (4)
Capital Resources and Liquidity
 
 As of
December 31, 2008, we had approximately $44,996 in cash.  Our monthly
cash requirements presently average $11,000 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 its business plan and raising additional capital.  As
such, the Company is considered to be a development stage company.
  9
 
 (5)
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 the accompanying 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 8
- Index to Financial Statements
 
 The
required financial statements begin on page F-1 of this document.
 
 Item 9
- Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
 
 None
 Item
9A - Controls and Procedures
 
 Disclosure
Controls and Procedures.  Our management, under the supervision
and with the participation of our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), has evaluated the effectiveness of our disclosure
controls and procedures as defined in Rules 13a-15 promulgated under the
Exchange Act as of the end of the period covered by this Annual Report. Based on
such evaluation, our CEO and CFO have concluded that, as of the end of the
period covered by this Annual Report, our disclosure controls and procedures are
effective.  Disclosure controls and procedures are controls and
procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Commission’s
rules and forms and include controls and procedures designed to ensure that
information we are required to disclose in such reports is accumulated and
communicated to management, including our CEO and CFO, as appropriate, to allow
timely decisions regarding required disclosure.
  Changes
in Internal Control over Financial Reporting.  There was no
change in our internal control over financial reporting that occurred during the
quarter ended December 31, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting which
internal controls will remain deficient until such time as the Company completes
a merger transaction or acquisition of an operating business at which time
management will be able to implement effective controls and
procedures.
  Management’s Annual Report on Internal Control
over Financial Reporting.Management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rule 13a-15(f) of the Exchange Act.
 
 Internal
control over financial reporting is defined under the Exchange Act as a process
designed by, or under the supervision of, our CEO and CFO and effected by our
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures
that:
   10
  
 s
                  Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;
 
 s
                  Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and
 
 s
                  Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.
 
 Because
of its inherent limitation, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may
deteriorate.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.
 
 Management's
assessment of the effectiveness of the Company's internal control over financial
reporting is as of the year ended December 31, 2008.  We may be
currently considered to be a shell company in as much as, at this time, we have
an uncertain business plan, no operations, revenues or
employees.  Because we have only one officer and director, the
Company's internal controls are deficient for the following reasons, (1) there
are no entity level controls because there is only one person serving in the
dual capacity of sole officer and sole director, (2) there are no segregation of
duties as that same person approves, enters, and pays the Company's bills,
and (3) there is no separate audit committee.  As a result, the
Company's internal controls have an inherent weakness which may increase the
risks of errors in financial reporting under current operations and accordingly
are deficient as evaluated against the criteria set forth in the Internal
Control - Integrated Framework issued by the committee of Sponsoring
Organizations of the Treadway Commission.  Based on our evaluation,
our management concluded that our internal controls over financial reporting
were not effective as of December 31, 2008.
 
 This
Annual Report does not include an attestation report of our registered public
accounting firm regarding our internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this Annual
Report.
 PART
III
 
 Item 10
- Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act
 
 The
directors and executive officers serving the Company are as
follows:
   Name
              Age
              Position
              Date
      AppointedErnesto
      W. Letiziano
              61
              President,
      Chief Executive Officer,
                Chief
      Financial Officer and Director
              July
      8, 2005
   11
 The
director named above will serve until the next annual meeting of the Company’s
stockholders or until any successors are duly elected and have
qualified.  Directors will be elected for one-year terms at the annual
stockholders meeting. Officers will hold their positions at the pleasure of the
board of directors, absent any employment agreement, of which none currently
exists or is contemplated.  There is no arrangement or understanding
between any of the directors or officers of the Company and any other person
pursuant to which any director or officer was or is to be selected as a director
or officer, and there is no arrangement, plan or understanding as to whether
non-management stockholders will exercise their voting rights to continue to
elect the current directors to the Company’s board. There are also no
arrangements, agreements or understandings between non-management stockholders
that may directly or indirectly participate in or influence the management
of the Company’s affairs.
 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.
 
 To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
 
 •
              the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;
 •
              convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);
 •
              subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent  jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or
 •
              found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.
 
 Our sole
director and officer will devote his time to the Company’s affairs on an as
needed basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month.  There are
no agreements or understandings for the officer or director to resign at the
request of another person, and he is not acting on behalf of, and will not act
at the direction of, any other person.
 
 Biographical
Information
 
 Ernesto W. Letizianowas
appointed as the Company’s President, Chief Executive Officer, Chief Financial
officer and sole director as of July 8, 2005. Mr. Letiziano, age 61, has over 40
years of experience in finance, business and sports and entertainment. After
serving his internship with Haskins & Sells, CPA’s (currently Deliotte), 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.
Mr. 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: RIBC). RIBC enjoyed over 4 years of success in sports and
entertainment TV programming and 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. RIBC was sold in 1993 to a Houston, Texas based
company. Mr. Letiziano co-owned Classic Motor Car Company, an
automobile-manufacturer from 1973 to 1976. From 1977 to 1982, he was Vice
President of First Florida Utilities, Inc., a five-state utility public company
(NASDAQ:SFFL). In 1982, Mr. Letiziano founded Ringside Events, Inc., a
promotional boxing enterprise. He has held boxing commission licenses in 13
states and Great Britain and has promoted and produced over 150 major events
worldwide.
  
 12
 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.
  Significant
Employees
 
 None.
 
 Family
Relationships
 
 No family
relationships exist among our directors or executive officers.
 
 Code
of Ethics
 
 We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer. This Code of Ethics has previously been included as an
Exhibit to a prior filing.
 
 Compliance
with Section 16(a) of the Exchange Act
 
 Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent 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 (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
 
 To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
have not been timely filed as of the date of this filing.
  Item
11 - Executive Compensation
 
 Our sole
officer and director is engaged full-time in the implementation of our business
plan; however, has been paid less than $2,500 total since the inception of the
Company.  Our sole officer and director have agreed to defer the
payment of all accrued and unpaid compensation until such time that we have
positive cash producing activities.
  SUMMARY
COMPENSATION TABLE
  Name
      and
                Principal
      Position
              
              Year
              Salary
      ($)
              Bonus
      ($)
              Stock
                Awards
                ($)
              Option
                Awards
                ($)
              Non-Equity
                Incentive
      Plan
                Compensation
                ($)
              Change
      in
                Pension
                Value
      and
                Nonqualified
                Deferred
                Compensation
                Earnings
                ($)
              All
      Other
                Compensation
                ($)
              Total
                ($)Ernesto
      W. Letiziano
                Principal
      Executive
                Officer
              
              2007
                2008
              $70,000
                $70,000
              $-0-
                $-0-
              $-0-
                $-0-
              $-0-
                $-0-
              $-0-
                $-0-
              $-0-
                $-0-
              $-0-
                $-0-
              $70,000
                $70,000
  13
  The
Company has no other Executive Compensation issues which would require the
inclusion of other mandated table disclosures.
 
 Mr.
Letiziano has agreed to defer payment of his salary for this period and,
therefore, we have accrued such compensation as “accrued officer compensation”
in the accompanying financial statements.  Such accrued compensation
will be paid when the Company is able to do so.  Mr. Letiziano’s
salary is determined by the Board of Directors of which Mr. Letiziano is the
sole member.  In determining his salary, consideration was given to
(i) the financial resources of the Company; (ii) the number of hours each week
Mr. Letiziano devotes to the Company; (iii) the salaries of executive officers
of other companies in the similar industries; and (iv)the salaries of executive
officers of other companies in the developmental stage.  There is no
formal or informal understanding regarding Mr. Letiziano’s salary which will be
determined in the future based upon the factors set forth above and based upon
our revenues.
 
 Item
12 - Security Ownership of Certain Beneficial Owners and Management
 
 The
following table sets forth, as of the date of this Annual Report, the number of
shares of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding Common Stock of the
Company.  Also included are the shares held by all executive officers
and directors as a group.
  Number
      of Shares
              
              
              Percentage
                Shares
      Beneficially
                Owned
      (1)Common StockLetiziano,
      Ernest W (2) (5)
              
              
              1,000,000
              
              
              
              21.91
              %Donaldson,
      Thomas (2)
              
              
              551,000
              
              
              
              12.23
              %Hillabrand,
      Hope E (3)
              
              
              500,300
              
              
              
              11.11
              %Grad,
      Richard (4)
              
              
              401,000
              
              
              
              8.90
              %Preferred StockLetiziano,
      Ernest W (2)
              
              
              2,500,000
              
              
              
              50.00
              %Donaldson,
      Thomas (2)
              
              
              1,000,000
              
              
              
              20.00
              %Hillabrand,
      Hope E (3)
              
              
              1,500,000
              
              
              
              30.00
              %Officers
      and Directors as a groupCommon
      Stock
              
              
              987,000
              
              
              
              21.91
              %Preferred
      Stock
              
              
              2,500,000
              
              
              
              50.00
              %
 
 (1)
                Based
      on 4,504,962 shares of common stock and 5,000,000 shares of preferred
      stock issued and outstanding at December 31, 2008.(2)
                The
      address for Mr. Letiziano and Mr. Donaldson is 205 Worth Avenue, Suite
      316, Palm Beach,
Florida 33480.
 (3)
              The
      address for Ms. Hillabrand is PO Box 3191, Stuart,
      FL 34995
 (4)
              The
      address for Mr. Grad is 8845 Karen Lee Lane, Peoria,
      AZ 85382
 (5)
              Of
      these
      1,000,000 shares, Mr. Letiziano owns 900,000 shares directly. The
      remaining 100,000 shares are held by Signet Entertainment Corp, our wholly
      owned subsidiary.  Because Mr. Letiziano is our sole officer and
      director, he has investment control over these 100,000 shares of our
      common stock held by Signet Entertainment
Corp.
 (7)
              None
      of the individuals listed in this table qualify as a beneficial owner
      under Securities Act Release No. 33-4819. Mr. Letiziano, Mr. Donaldson,
      Ms. Hillabrand, and Mr. Grad do not have any spouses or minor children
      that hold shares in the Company.
 
 Item
13 - Certain Relationships and Related Transactions
 
 None.
  14
  PART IV
  Item
14 - Exhibits
  2.1
              Stock
      Purchase Agreement dated July 8, 2005 between Scott Raleigh and Signet
      Entertainment Corporation. (1)2.2
              First
      Amendment to Stock Purchase Agreement and Share Exchange dated September
      8, 2005 between Signet International Holdings, Inc. and Signet
      Entertainment Corporation. (2)2.3
              Final
      Amendment to Stock Purchase Agreement and Share Exchange dated September
      8, 2005 between Signet International Holdings, Inc. and Signet
      Entertainment Corporation.(3)3.1
              Restated
      Certificate of Incorporation of Signet International Holdings, Inc.
      (3)3.2
              By-Laws
      (4)3.3
              Resolution
      regarding pre-incorporation contracts (5)4.1
              Certificate
      of Designation for Preferences and Rights of Series A Convertible
      Preferred Stock of Signet International Holdings, Inc.
  (7)10.1
              Management
      Agreement with Triple Play Media, Inc. (3)10.2
              Management
      Agreement with Big Vision, Inc. (4)10.3
              Screenplay
      Purchase Agreement with FreeHawk Productions, Inc. (rescinded)
      (4)10.4
              Mutual
      Agreement to Rescind Agreement with FreeHawk Productions, Inc.
      (3)10.5
              Landlord
      Letter (3)10.6
              Consulting
      Agreement with Merriam Joan Handy (5)10.7
              Agreement
      with FreeHawk Productions, Inc. - 20 half-hour episodes
  (7)10.8
              Agreement
      with FreeHawk Productions, Inc. - 30 half-hour episodes of “Border Patrol”
      (7)10.9
              Agreement
      with John E. Derhak (7)14
              Code
      of Ethics (6)21
              List
      of Subsidiaries (7)31.1
              Certification
      pursuant to Section 302 of Sarbanes-Oxley Act of 2002.32.1
              Certification
      pursuant to Section 906 of Sarbanes-Oxley Act of
  2002.
  (1)           Incorporated
by reference to the Company’s Current Report on Form 8-K (File No. 000-51185)
filed on July 12, 2005.
 (2)           Incorporated
by reference to the Company’s Current Report on Form 8-K (File No. 000-51185)
filed on March 3, 2006.
 (3)           Incorporated
by reference to the Company’s Amended Registration Statement on Form SB-2/A
(File No. 333-134665) filed on September 22, 2006
 (4)           Incorporated
by reference to the Company’s Registration Statement on Form SB-2 (File No.
333-134665) filed on June 2, 2006
 (5)           Incorporated
by reference to the Company’s Amended Registration Statement on Form SB-2/A
(File No. 333-134665) filed on November 6, 2006
 (6)           Incorporated
by reference to the Company’s Annual Report on Form 10-KSB (File No. 000-51185)
filed on March 27, 2007
 (7)           Incorporated
by reference to the Company’s Annual Report on Form 10-KSB/A (File No.
000-51185) filed on July 29, 2008
  Item
15 - Principal Accountant Fees and Services
 
 The
Company paid or accrued the following fees in each of the prior two fiscal years
to its principal accountant, S. W. Hatfield, CPA of Dallas, Texas.
  Year
      ended
                    December
      31,
                  
                  Year
      ended
                    December
      31,2008
                  
                  2007(1)          Audit
      fees
                  
                  $
                  16,688
                  
                  
                  $
                  31,063(2)          Audit-related
      fees
                  
                  
                  -
                  
                  
                  
                  -(3)          Tax
      fees
                  
                  
                  2,250
                  
                  
                  
                  2,875(4)          All
      other fees
                  
                  
                  -
                  
                  
                  
                  -Totals
                  
                  $
                  18,938
                  
                  
                  $
                  33,938
  We have
considered whether the provision of any non-audit services, currently or in the
future,  is compatible with S. W. Hatfield, CPA maintaining its
independence and have determined that these services do not compromise their
independence.
 
 Financial
Information System Design and Implementation: S. W. Hatfield, CPA did not charge
the Company any fees for financial information system design and implementation
fees.
 
 15
  The
Company has no formal audit committee.  However, the entire Board of
Directors (Board) is the Company's defacto 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 the appropriate Professional Standards issued by the
Public Company Accounting Oversight Board, the U. S. Securities and Exchange
Commission and/or the American Institute of Certified Public Accountants. 
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, if any, and the independent auditors the
quality and adequacy of the Company's internal controls.
 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.
 
 
 (Remainder
of this page left blank intentionally)
 
  (Financial
statements start on next page)
   16
  Signet
      International Holdings, Inc.
                                                                  (a
      development stage company)ContentsPageReport
      of Independent Registered Certified Public Accounting Firm
                                                                F-2Consolidated
      Financial StatementsConsolidated
      Balance Sheets
                                                                  as of December 31,
      2008 and 2007
                                                                F-3Consolidated
      Statements of Operations and Comprehensive Loss
                                                                  for the years ended
      December 31, 2008 and 2007 and
                                                                  for the periodfrom
      October 17, 2003 (date of inception) through December 31,
    2008
                                                                F-4Consolidated
      Statement of Changes in Shareholders' Equity
                                                                  forthe
      period from October 17, 2003 (date of inception) throughDecember
      31, 2008
                                                                F-5Consolidated
      Statements of Cash Flows
                                                                  for the years ended
      December31,
      2008 and 2007 and
                                                                  for the period from
      October 17, 2003(date
      of inception) through December 31, 2008
                                                                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, 2008 and 2007 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, 2008 and 2007 and for the
period from October 17, 2003 (date of inception) through December 31, 2008,
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, 2008 and 2007 and
the results of its consolidated operations and its consolidated cash flows each
of the years ended December 31, 2008 and 2007 and for the period from
October 17, 2003 (date of inception) through December 31, 2008,
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 25,
2009
  F-2
  Signet International Holdings, Inc. and
      Subsidiary
                                                                            (a
      development stage company)
                                                                            Consolidated
      Balance Sheets
                                                                            December
      31, 2008 and 2007December
      31,
                                                                          
                                                                          
                                                                          December
      31,2008
                                                                          
                                                                          
                                                                          2007ASSETSCurrent
      AssetsCash in
      bank
                                                                          
                                                                          $
                                                                          44,996
                                                                          
                                                                          
                                                                          $
                                                                          42,434Other
      AssetsOption
      agreement
                                                                          
                                                                          
                                                                          100,000
                                                                          
                                                                          
                                                                          
                                                                          -Broadcast and
      intellectual properties,net
      of accumulated amortization of $-0-
                                                                          
                                                                          
                                                                          4,007,249
                                                                          
                                                                          
                                                                          
                                                                          4,007,249Total Other
      Assets
                                                                          
                                                                          
                                                                          4,107,249
                                                                          
                                                                          
                                                                          
                                                                          4,007,249Total
      Assets
                                                                          
                                                                          $
                                                                          4,152,245
                                                                          
                                                                          
                                                                          $
                                                                          4,049,683LIABILITIES
      AND SHAREHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      payable - trade
                                                                          
                                                                          $
                                                                          137,520
                                                                          
                                                                          
                                                                          $
                                                                          87,128Other
      accrued liabilities
                                                                          
                                                                          
                                                                          343,375
                                                                          
                                                                          
                                                                          
                                                                          209,175Accrued
      officer compensation
                                                                          
                                                                          
                                                                          355,920
                                                                          
                                                                          
                                                                          
                                                                          286,170Total
      Current Liabilities
                                                                          
                                                                          
                                                                          836,815
                                                                          
                                                                          
                                                                          
                                                                          582,423Commitments
      and ContingenciesShareholders’
      Equity (Deficit)Preferred stock -
      $0.001 par value50,000,000
      shares authorized5,000,000
      shares designated,issued
      and outstanding, respectively
                                                                          
                                                                          
                                                                          5,000
                                                                          
                                                                          
                                                                          
                                                                          5,000Common stock -
      $0.001 par value.100,000,000
      shares authorized.4,706,962 and
      4,504,962 sharesissued
      and outstanding, respectively
                                                                          
                                                                          
                                                                          4,707
                                                                          
                                                                          
                                                                          
                                                                          4,505Additional paid-in
      capital
                                                                          
                                                                          
                                                                          4,847,339
                                                                          
                                                                          
                                                                          
                                                                          4,688,741Deficit accumulated
      during the development stage
                                                                          
                                                                          
                                                                          (1,541,616
                                                                          )
                                                                          
                                                                          
                                                                          (1,230,986
                                                                          )Total Shareholders’
      Equity (Deficit)
                                                                          
                                                                          
                                                                          3,315,430
                                                                          
                                                                          
                                                                          
                                                                          3,467,260Total Liabilities
      and Shareholders’ Equity
                                                                          
                                                                          $
                                                                          4,152,245
                                                                          
                                                                          
                                                                          $
                                                                          4,049,683
   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, 2008 and 2007 and
                                Period
      from October 17, 2003 (date of inception) through December 31,
      2008Year
      ended December 31,
                              
                              
                              Year
      ended December 31,
                              
                              
                              Period
      from October 17, 2003 (date of inception) through December
    31,2008
                              
                              
                              2007
                              
                              
                              2008Revenues
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -ExpensesOrganizational and
      formation expenses
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              89,801Officer
      compensation
                              
                              
                              70,000
                              
                              
                              
                              70,000
                              
                              
                              
                              361,670Other
      salaries
                              
                              
                              123,500
                              
                              
                              
                              113,000
                              
                              
                              
                              307,125Other general and
      administrative expenses
                              
                              
                              117,130
                              
                              
                              
                              124,051
                              
                              
                              
                              774,020Total
      expenses
                              
                              
                              310,630
                              
                              
                              
                              307,051
                              
                              
                              
                              1,532,616Loss
      from operations
                              
                              
                              (310,630
                              )
                              
                              
                              (307,051
                              )
                              
                              
                              (1,532,616
                              )Other
      income (expense)Interest
      expense
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (9,000
                              )Loss
      before provision for income taxes
                              
                              
                              (310,630
                              )
                              
                              
                              (307,051
                              )
                              
                              
                              (1,541,616
                              )Provision
      for income taxes
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Net
      Loss
                              
                              
                              (310,630
                              )
                              
                              
                              (307,051
                              )
                              
                              
                              (1,541,616
                              )Other
      Comprehensive Income
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Comprehensive
      Loss
                              
                              $
                              (310,630
                              )
                              
                              $
                              (307,051
                              )
                              
                              $
                              (1,541,616
                              )Loss
      per share of common stockoutstanding
      computed on net loss -basic and fully
      diluted
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.07
                              )
                              
                              $
                              (0.39
                              )Weighted-average
      number of sharesoutstanding - basic
      and fully diluted
                              
                              
                              4,572,724
                              
                              
                              
                              4,372,875
                              
                              
                              
                              3,968,902
   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,
      2008Preferred Stock
                                      
                                      
                                      Common Stock
                                      
                                      
                                      Additional
      paid-in
                                      
                                      
                                      Deficit
      accumulated
                                        during
      the development
                                      
                                      
                                      Stock
      subscriptionShares
                                      
                                      
                                      Amount
                                      
                                      
                                      Shares
                                      
                                      
                                      Amount
                                      
                                      
                                      capital
                                      
                                      
                                      stage
                                      
                                      
                                      receivable
                                      
                                      
                                      TotalStock
      issued at formation ofSignet InternationalHoldings, Inc
                                      
                                      
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      
                                      100,000
                                      
                                      
                                      $
                                      100
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      100Effect
      of reverse mergertransaction with SignetEntertainment 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
      atDecember 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
      atDecember 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 memorandum
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      366,000
                                      
                                      
                                      
                                      366
                                      
                                      
                                      
                                      365,634
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      366,000Cost of obtaining capital
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (10,446
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (10,446
                                      )
  -Continued-
  The
accompanying notes are an integral part of these financial
statements.
 F-5
    Signet
      International Holdings, Inc. and Subsidiary
                                                  (a
      development stage company)
                                                  Consolidated
      Statement of Changes in Shareholders’ Equity (Deficit) -
      Continued
                                                  Period
      from October 17, 2003 (date of inception) through December 31,
      2007Preferred Stock
                                                
                                                
                                                Common Stock
                                                
                                                
                                                Additional
      paid-in
                                                
                                                
                                                Deficit
      accumulated
                                                  during
      the development
                                                
                                                
                                                Stock
      subscriptionShares
                                                
                                                
                                                Amount
                                                
                                                
                                                Shares
                                                
                                                
                                                Amount
                                                
                                                
                                                capital
                                                
                                                
                                                stage
                                                
                                                
                                                receivable
                                                
                                                
                                                TotalCollections
      on stocksubscription receivable
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                35,000
                                                
                                                
                                                
                                                35,000Capital
      contributed tosupport operations
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                9,875
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                9,875Net
      loss for the period
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (231,767
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (231,767
                                                )Balances
      atDecember 31, 2005
                                                
                                                
                                                5,000,000
                                                
                                                
                                                
                                                5,000
                                                
                                                
                                                
                                                3,887,000
                                                
                                                
                                                
                                                3,887
                                                
                                                
                                                
                                                522,807
                                                
                                                
                                                
                                                (402,683
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                129,011Common
      stock sold pursuantto a September 2005 privateplacement memorandum
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                15,000
                                                
                                                
                                                
                                                15
                                                
                                                
                                                
                                                14,985
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                15,000Purchase
      of treasury stock
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (50,000
                                                )
                                                
                                                
                                                (50
                                                )
                                                
                                                
                                                (49,950
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (50,000
                                                )Common
      stock issued forconsulting services
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                250,000
                                                
                                                
                                                
                                                250
                                                
                                                
                                                
                                                249,750
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                250,000Net
      loss for the year
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (521,252
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (521,252
                                                )Balances
      atDecember 31, 2006
                                                
                                                
                                                5,000,000
                                                
                                                
                                                
                                                5,000
                                                
                                                
                                                
                                                4,102,000
                                                
                                                
                                                
                                                4,102
                                                
                                                
                                                
                                                737,592
                                                
                                                
                                                
                                                (923,935
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (177,2410Common
      stock sold pursuantto a September 2005 privateplacement memorandum
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                19,300
                                                
                                                
                                                
                                                19
                                                
                                                
                                                
                                                19,284
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                19,303Issuance
      of common stockfor broadcast and intellectualproperties
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                383,662
                                                
                                                
                                                
                                                384
                                                
                                                
                                                
                                                3,931,865
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                3,932,249Net
      loss for the year
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (307,051
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (307,051
                                                )Balances
      atDecember 31, 2007
                                                
                                                
                                                5,000,000
                                                
                                                
                                                
                                                5,000
                                                
                                                
                                                
                                                4,504,962
                                                
                                                
                                                
                                                4,505
                                                
                                                
                                                
                                                4,688,741
                                                
                                                
                                                
                                                (1,230,986
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                3,467,260
  -Continued-
  The
accompanying notes are an integral part of these financial
statements.
 F-6
   Signet
      International Holdings, Inc. and Subsidiary
                                      (a
      development stage company)
                                      Consolidated
      Statement of Changes in Shareholders’ Equity (Deficit) -
      Continued
                                      Period
      from October 17, 2003 (date of inception) through December 31,
      2007Preferred Stock
                                    
                                    
                                    Common Stock
                                    
                                    
                                    Additional
      paid-in
                                    
                                    
                                    Deficit
      accumulated
                                      during
      the development
                                    
                                    
                                    Stock
      subscriptionShares
                                    
                                    
                                    Amount
                                    
                                    
                                    Shares
                                    
                                    
                                    Amount
                                    
                                    
                                    capital
                                    
                                    
                                    stage
                                    
                                    
                                    receivable
                                    
                                    
                                    TotalBalances
      atDecember 31, 2007
                                    
                                    
                                    5,000,000
                                    
                                    
                                    $
                                    5,000
                                    
                                    
                                    
                                    4,504,962
                                    
                                    
                                    $
                                    4,505
                                    
                                    
                                    $
                                    4,688,741
                                    
                                    
                                    $
                                    (1,230,986
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    3,467,260Issuance
      of common stockfor servicesCommon
      stock sold pursuant toa June 2008 privateplacement memorandum
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,000
                                    
                                    
                                    
                                    3
                                    
                                    
                                    
                                    797
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    800an August 2008 privateplacement memorandum
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,000
                                    
                                    
                                    
                                    5
                                    
                                    
                                    
                                    2,995
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,000an August 2008 privateplacement
      memorandum
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    174,000
                                    
                                    
                                    
                                    174
                                    
                                    
                                    
                                    54,826
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    55,000Common
      stock issued forPurchase Option Agreement
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    20,000
                                    
                                    
                                    
                                    20
                                    
                                    
                                    
                                    99,980
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100,000Net
      loss for the year
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (310,630
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (310,630
                                    )Balances
      atDecember 31, 2008
                                    
                                    
                                    5,000,000
                                    
                                    
                                    $
                                    5,000
                                    
                                    
                                    
                                    4,706,962
                                    
                                    
                                    $
                                    4,707
                                    
                                    
                                    $
                                    4,847,339
                                    
                                    
                                    $
                                    (1,541,616
                                    )
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    3,315,430
   The
accompanying notes are an integral part of these financial
statements.
 F-7
   Signet
      International Holdings, Inc. and Subsidiary
                                                        (a
      development stage company)
                                                        Consolidated
      Statements of Cash Flows
                                                        Years
      ended December 31, 2008 and 2007 and
                                                        Period
      from October 17, 2003 (date of inception) through December 31,
      2008Year
      ended
                                                        December
      31,
                                                        2008
                                                      
                                                      
                                                      Year
      ended
                                                        December
      31,
                                                        2007
                                                      
                                                      
                                                      Period
      from
                                                        October
      17, 2003
                                                        (date
      of inception)
                                                        through
                                                        December
      31,
                                                        2008Cash
      Flows from Operating ActivitiesNet loss for the
      period
                                                      
                                                      $
                                                      (310,630
                                                      )
                                                      
                                                      $
                                                      (307,051
                                                      )
                                                      
                                                      $
                                                      (1,541,616
                                                      )Adjustments to
      reconcile net lossto
      net cash provided by operating activitiesDepreciation
      and amortization
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Organizational
      expenses paid with issuance of common stock
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      50,810Expenses paid
      with issuance of common stock
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      306,430Increase
      (Decrease) inAccounts payable -
      trade
                                                      
                                                      
                                                      50,392
                                                      
                                                      
                                                      
                                                      (14,415
                                                      )
                                                      
                                                      
                                                      62,520Accrued
      liabilities
                                                      
                                                      
                                                      134,250
                                                      
                                                      
                                                      
                                                      120,750
                                                      
                                                      
                                                      
                                                      343,375Accrued officers
      compensation
                                                      
                                                      
                                                      69,750
                                                      
                                                      
                                                      
                                                      70,000
                                                      
                                                      
                                                      
                                                      355,920Net
      cash used in operating activities
                                                      
                                                      
                                                      (56,238
                                                      )
                                                      
                                                      
                                                      (130,716
                                                      )
                                                      
                                                      
                                                      (422,561
                                                      )Cash
      Flows from Investing Activities
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Cash
      Flows from Financing ActivitiesProceeds from note
      payable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      90,000Repayment of note
      payable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (90,000
                                                      )Proceeds from sale
      of common stock
                                                      
                                                      
                                                      58,800
                                                      
                                                      
                                                      
                                                      19,303
                                                      
                                                      
                                                      
                                                      494,189Cash paid to
      acquire capital
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (10,447
                                                      )Purchase of
      treasury stock
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (50,000
                                                      )Capital contributed
      to support operations
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      33,815Net
      cash (used in) financing activities
                                                      
                                                      
                                                      58,800
                                                      
                                                      
                                                      
                                                      19,303
                                                      
                                                      
                                                      
                                                      467,557Increase
      (Decrease) in Cash
                                                      
                                                      
                                                      2,562
                                                      
                                                      
                                                      
                                                      (111,413
                                                      )
                                                      
                                                      
                                                      44,996Cash
      at beginning of period
                                                      
                                                      
                                                      42,434
                                                      
                                                      
                                                      
                                                      153,847
                                                      
                                                      
                                                      
                                                      -Cash
      at end of period
                                                      
                                                      $
                                                      44,996
                                                      
                                                      
                                                      $
                                                      42,434
                                                      
                                                      
                                                      $
                                                      44,996Supplemental
      Disclosure ofInterest
      and Income Taxes PaidInterest
      paid for the year
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      9,000Income
      taxes paid for the year
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
   The
accompanying notes are an integral part of these financial
statements.
 F-8
    Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements
 December
31, 2008 and 2007
 
 
 
 Note
A - Organization and Description of Business
 
 Signet
International Holdings, Inc. (Company) was incorporated on February 2, 2005 in
accordance with the Laws of the State of Delaware as 51142, Inc.  The
Company changed its corporate name to Signet International Holdings, Inc. in
conjunction with the September 8, 2005 transaction discussed below.
 
 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 Group.  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”.  To date,
this effort has been incomplete.
 
 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 $1,542,000.
 
 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 acquirer 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.
 
 The
accompanying consolidated financial statements contain the accounts of Signet
International Holdings, Inc. and its wholly-owned subsidiary, Signet
Entertainment Corporation.  All significant intercompany transactions
have been eliminated.  The consolidated entities are collectively
referred to as “Company”.
 
 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.
 
 
 F-9
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
C - Going Concern Uncertainty - Continued
 
 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.
 
 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 files income tax returns in the United States of America and may file,
as applicable and appropriate, various state(s).  With few exceptions,
the Company is no longer subject to U.S. federal, state and local, as
applicable, income tax examinations by regulatory taxing authorities for years
before 2005.  The Company does not anticipate any examinations of
returns filed since 2005.
   F-10
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
D - Summary of Significant Accounting Policies - Continued
 
 5. Income Taxes -
continued
 
 The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2008 and 2007, 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 generally 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.
 
 The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes”, on January 1, 2007.  FASB Interpretation
No. 48 requires the recognition of potential liabilities as a result of
management’s acceptance of potentially uncertain positions for income tax
treatment on a “more-likely-than-not” probability of an assessment upon
examination by a respective taxing authority.  As a result of the
implementation of Interpretation 48, the Company did not incur any liability for
unrecognized tax benefits.
 
 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, 2008 and 2007, and subsequent thereto, the Company’s issued and
outstanding preferred stock is considered anti-dilutive due to the Company’s net
operating loss position.
 
 7. Pending and/or New
Accounting Pronouncements
 
 The
Company is of the opinion that any pending accounting pronouncements, either in
the adoption phase or not yet required to be adopted, will not have a
significant impact on the Company's financial position or results of
operations.
 
 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.
   F-11
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
F - Option Agreement
 
 On July
23, 2008, we executed an Option to Purchase Asset Agreement (Agreement) with
Access Media Group, Inc. (a Florida Corporation) dba AMG TV, headquartered in
Jensen Beach, FL, to acquire 100% of the assets, satellite delivery service
contracts, customer service agreements in the USA and the Caribbean, including
the business operations located in Pittsburgh and North New Jersey for an agreed
purchase price is $3 million, payable as set forth in the Agreement, and the
issuance of 100,000 shares of our restricted, unregistered common
stock.  The term of our option is one (1) year and expires on July 22,
2009.  As consideration for the Agreement, the Company issued 20,000
shares of restricted, unregistered common stock to Access Media Group, Inc. with
a mutually agreed-upon value of $100,000.
 
 The
Company has 180 days to complete the acquisition after serving notice to AMG TV
that the Company intends to exercise the option and is actively pursuing capital
resources in order to exercise the option and integrate these operations
according to the Company’s Business Plan.
 
 Note
G - Broadcast and Intellectual Properties
 
 On April
20, 2007, the Company entered into a new purchase agreement with Freehawk for
100% of the rights to 21 television series to be produced by Freehawk
exclusively for Signet.  The total consideration paid by the Company
for these rights was 270,000 shares of restricted, unregistered common stock and
a $50,000 open account payable.  Based on an independent third-party
appraisal, the Company valued this transaction at approximately
$2,870,625.  The common stock was issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, and
no underwriter was used in this transaction.
 
 On May
22, 2007, the Company acquired the exclusive television rights to “Tales From
The moe.Republic”, by John E. Derhak.  This full-length novel is in
the process of being published and is currently being sold in an abridged,
autographed limited edition through the website
www.moerepublic.org.  Total consideration paid by the Company for
these rights was 113,662 shares of restricted, unregistered common stock and a
$25,000 promissory note.  Based on an independent third-party
appraisal, the Company valued this transaction at approximately
$1,136,600.  The common stock was issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended, and
no underwriter was used in this transaction.
 
 Note
H - Income Taxes
 
 The
components of income tax (benefit) expense each of the years ended December 31,
2008 and 2007 and for the period from October 17, 2003 (date of inception)
through December 31, 2008, are as follows:
  Year
      ended
                                                                                                                        December
      31,
                                                                                                                        2008
                                                                                                                      
                                                                                                                      
                                                                                                                      Year
      ended
                                                                                                                        December
      31,
                                                                                                                        2007
                                                                                                                      
                                                                                                                      
                                                                                                                      Period
      from
                                                                                                                          October
      17, 2003
                                                                                                                          (date
      of inception)Year ended
                                                                                                                        December
      31,
                                                                                                                        2008Federal:
                                                                                                                      
                                                                                                                      $
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      -Current
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Deferred
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -State:
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Current
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Deferred
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Total
                                                                                                                      
                                                                                                                      $
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      -
   F-12
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
H - Income Taxes - Continued
 
 As of
December 31, 2008, the Company has a net operating loss carryforward of
approximately $695,000 for Federal income tax purposes and approximately
$590,000 for 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,
2008 and 2007 and for the period from October 17, 2003 (date of inception)
through December 31, 2008, respectively, differed from the statutory federal
rate of 34 percent as follows:
  Year
      ended
                            December
      31,
                            2008
                          
                          
                          Year
      ended
                            December
      31,
                            2007
                          
                          
                          Period
      from
                            October
      17, 2003
                            (date
      of inception)
                            through
                            December
      31,
                            2008Statutory
      rate applied to income before income taxes
                          
                          $
                          (105,600
                          )
                          
                          $
                          (104,400
                          )
                          
                          $
                          (524,000
                          )Increase
      (decrease) in income taxes resulting from:State income
      taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Non-deductible
      officers compensation
                          
                          
                          65,700
                          
                          
                          
                          47,600
                          
                          
                          
                          223,000Non-deductible
      consulting fees related to issuance of common stock at less than “fair
      value”
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          61,700Other, including
      reserve for deferred tax asset and application of net operating loss
      carryforward
                          
                          
                          39,900
                          
                          
                          
                          56,800
                          
                          
                          
                          239,300Income
      tax expense
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
 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, 2008 and 2007, respectively:
 
 December
      31,
                                                      2008
                                                    
                                                    
                                                    December
      31,
                                                      2007Deferred
      tax assetsNet
      operating loss
      carryforwards
                                                    
                                                    $
                                                    236,000
                                                    
                                                    
                                                    $
                                                    194,000Officer
      compensation deductible when paid
                                                    
                                                    
                                                    224,000
                                                    
                                                    
                                                    
                                                    122,000Less
      valuation allowance
                                                    
                                                    
                                                    (460,000
                                                    )
                                                    
                                                    
                                                    (316,000
                                                    )Net
      Deferred Tax Asset
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
 During
each of the years ended December 31, 2008 and 2007, respectively, the valuation
allowance for the deferred tax asset increased by approximately $144,000 and
$91,400.
  Note
I - Preferred Stock
 
 On March
14, 2007, the Company formally designated a series of Super Preferred Stock of
the Company’s 50,000,000 authorized shares of the capital preferred stock of the
Corporation.  The designated Series A Convertible Super Preferred
Stock (the "Series A Super Preferred Stock"), to consist of 5,000,00 shares, par
value $.001 per share, which shall have the following preferences, powers,
designations and other special rights:
  F-13
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
I - Preferred Stock - Continued
 
 Voting:
                  Holders
      of the Series A Super Preferred Stock shall have ten votes per share held
      on all matters submitted to the shareholders of the Company for a vote
      thereon.  Each holder of these shares shall have the option to
      appoint two additional members to the Board of Directors.  Each
      share shall be convertible into ten (10) shares of common
      stock.
 
 Dividends:
                  The
      holders of Series A Super Preferred Stock shall be entitled to receive
      dividends or distributions on a pro rata basis with the holders of common
      stock when and if declared by the Board of Directors of the
      Company.  Dividends shall not be cumulative.  No
      dividends or distributions shall be declared or paid or set apart for
      payment on the Common Stock in any calendar year unless dividends or
      distributions on the Series A Preferred Stock for such calendar year are
      likewise declared and paid or set apart for payment.  No
      declared and unpaid dividends shall bear or accrue
    interest.
  Liquidation
                    Preference
                  Upon
      the liquidation, dissolution and winding up of the Company, whether
      voluntary or involuntary, the holders of the Series A Super Preferred
      Stock then outstanding shall be entitled to, on a pro-rata basis with the
      holders of common stock, distributions of the assets of the Corporation,
      whether from capital or from earnings available for distribution to its
      stockholders.
 
 The Board
of Directors has the authority, without further action by the shareholders, to
issue, from time to time, 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. Series A Super Preferred stock, as described
above.
 
 Note
J - Common Stock Transactions
 
 On
October 17, 2003 and November 1, 2003, in connection with the incorporation and
formation of the Company, 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.
 
 On June
16, 2004 and December 3, 2004, the Company 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.
  
 F-14
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
J - Common Stock Transactions - Continued
 
 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 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 December 31, 2006, the
Company has sold an aggregate 381,000 shares for gross proceeds of $381,000
under this Memorandum.
 
 On March
31, 2006, the Company repurchased 50,000 shares of common stock from the estate
of a deceased shareholder which purchased said shares for $50,000 cash pursuant
to the aforementioned September 2005 Private Placement Memorandum for $50,000
cash.  In June 2006, the Company’s Board of Directors cancelled these
shares and returned them to unissued status.
 
 On June
22, 2006, the Company issued 250,000 shares of unregistered, restricted common
stock, valued at $0.50 per share or $125,000,  in payment of
consulting fees.  As the  agreed-upon value of the services
provided was less than the “fair value” of comparable transactions, the Company
has recognized an additional charge to Consulting Fees 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 agreed-upon value of $0.50 per share in the corresponding line item in
the Company’s Statement of Operations.
 
 On April
16, 2007, the Company issued 270,000 shares of unregistered, restricted common
stock for the acquisition of certain broadcast and other production
rights.  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 in this transaction.
 
 On May 2,
2007, the Company sold, in a private transaction, 6,800 shares of unregistered,
restricted common stock at a price of $1.00 per share for 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 in this
transaction.
 
 On May
22, 2007, the Company issued 113,662 shares of unregistered, restricted common
stock for the acquisition of intellectual properties related to literary
works.  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 in this transaction.
 
 On August
30, 2007, the Company sold, in a private transaction, 12,500 shares of
unregistered, restricted common stock at a price of $1.00 per share for
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 in this transaction.
 
 On June
5, 2008, the Company sold, in a private transaction, 3,000 shares of
unregistered, restricted common stock for cash proceeds of $800, which
approximated the fair value and closing quoted price of the Company’s common
stock on the transaction date.  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 in this transaction.
 
 F-15
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
J - Common Stock Transactions - Continued
 
 On July
24, 2008 the Company issued 20,000 shares of unregistered, restricted common
stock as a deposit on and in consideration for a Purchase Option Agreement
executed on July 23, 2008 with a TV distribution and syndication
company.  The deposit/option fee will be deducted from the total
100,000 shares of unregistered, restricted common stock to be issued upon
closing of the transaction upon exercise of the option.   The
total shares issued and to be issued are part of the terms of the Purchase
Option Agreement that specifies a total purchase price of $3.0 million plus a
management contract to be in place shortly after closing.  Terms of
the management contract requires a payment of $20,000 per month to the present
manager/owner.  The term of Purchase Option Agreement is one year from
date of execution.
 
 On August
19, 2008, the Company sold, in a private transaction, 5,000 shares of
unregistered, restricted common stock for cash proceeds of $3,000, which
approximated the fair value and closing quoted price of the Company's common
stock on the transaction date. 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 in this transaction.
 
 On August
22, 2008, the Company sold, in a private transaction, 174,000 shares of
unregistered, restricted common stock for cash proceeds of $55,000, which
approximated the fair value and closing quoted price of the Company's common
stock on the transaction date. 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 in this transaction.
 
 Note
K - 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 currently requires monthly
payments of approximately $1,000.  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, 2008 and 2007, respectively, the Company
paid or accrued an aggregate of approximately $21,068 and $19,325 for rent under
all of these agreements.
 
 Triple Play Management
Agreement
 
 On
October 23, 2003, Signet Entertainment Corporation, the wholly-owned subsidiary
of the Company, 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
in the TV and other Media operations market on a permanent basis for Signet for
a period often years (the initial period) with an automatic extension of an
additional ten years unless the dissenting party gives proper
notice.
 
 Upon
Signet's successfully 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 will be based on mutually agreed budgets and, at the present time,
the company has no requirements for these services.
  
 F-16
 
 Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2008 and 2007
 
 
 
 Note
K - Commitments - Continued
 
 Big Vision Management
Contract
 
 On July
22, 2005, Signet Entertainment Corporation, the wholly-owned subsidiary of the
Company, 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 in future periods after the
completion of a successful secondary public offering of the Company’s securities
to provide sufficient operating capital for the establishment of the Company’s
network.  At the present time, the Company has no requirements for
these services.
 
 Option
Agreement
 
 On July
23, 2008, we executed an Option to Purchase Asset Agreement (Agreement) with
Access Media Group, Inc. (a Florida Corporation) dba AMG TV, headquartered in
Jensen Beach, FL, to acquire 100% of the assets, satellite delivery service
contracts, customer service agreements in the USA and the Caribbean, including
the business operations located in Pittsburgh and North New Jersey for an agreed
purchase price is $3 million, payable as set forth in the Agreement, and the
issuance of 100,000 shares of our restricted, unregistered common
stock.  The term of our option is one (1) year and expires on July 22,
2009.  As consideration for the Agreement, the Company issued 20,000
shares of restricted, unregistered common stock to Access Media Group, Inc. with
a mutually agreed-upon value of $100,000.
 
 The
Company has 180 days to complete the acquisition after serving notice to AMG TV
that the Company intends to exercise the option and is actively pursuing capital
resources in order to exercise the option and integrate these operations
according to the Company’s Business Plan.
 
 
 
 
 (Remainder
of this page left blank intentionally)
   F-17
  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.
      LetizianoERNEST
      W. LETIZIANOChief
      Executive Officer
                  Chief
      Financial Officer
   Dated:
              April
      7, 2009
  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
                        
                        Chief
      Executive Officer
                        April
      7, 2009Ernest W.
      Letiziano
                        
                        Chief
      Financial Officer,
                          and
      Director