SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549


FORM 10-KSB/A


(Amendment
No. 2 )




(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, 2007




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 he
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


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 o  No x




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

















The
issuer's revenues for the fiscal year ended December 31, 2007 were
$-0-.





The
aggregate market value of voting common equity held by non-affiliates as of
March 19, 2008 was approximately $413,132 based on a closing stock price of
$0.20 per share as reported on finance.yahoo.com and 2,439,300 non-affiliate
shares issued and outstanding.


As of
March 17, 2008, there were 4,504,962 shares of Common Stock issued and
outstanding.


Transitional
Small Business Disclosure Format:  Yes o  No x




Explanatory
Note
 
 This
Annual Report on Form 10-KSB/A is filed as an amendment to the Annual Report on
Form 10-KSB /A filed by Signet International Holdings, Inc. (the
“Company”) on July 29 , 2008 (the “Original 10-KSB”). The Company is
amending Item 8(a) (Controls and Procedures) to conclude that our disclosure
controls and procedures are not effective because we failed to include our
Management’s Report on Internal Control over Financial Reporting which was a
failure to comply with the required disclosures under provisions of Item 308
in Regulation S-K.













Signet
International Holdings, Inc.
  Index
to Contents






Page
      NumberPart
      IItem
      1
              Description
      of Business
              1Item
      2
              Description
      of Property
              7Item
      3
              Legal
      Proceedings
              7Item
      4
              Submission
      of Matters to a Vote of Security Holders
              8Part
      IIItem
      5
              Market
      for Company’s Common Equity, Related Stockholders
  Mattersand
      Small Business Issuer Purchasers of Equity Securities
              8Item
      6
              Management’s
      Discussion and Analysis or Plan of Operation
              10Item
      7
              Financial
      Statements
              F-1Item
      8
              Changes
      in and Disagreements with Accountantson
      Accounting and Financial Disclosure
              13Item
      8A
              Controls
      and Procedures
              13Part
      IIIItem
      9
              Directors,
      Executive Officers, Promoters and Control Persons;Compliance
      with Section 16(a) of the Exchange Act
              15Item
      10
              Executive
      Compensation
              16Item
      11
              Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters
              17Item
      12
              Certain
      Relationships and Related Transactions
              17Item
      13
              Exhibits
              18Item
      14
              Principal
      Accountant Fees and Services
              19Signatures

















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-KSB 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.
 
 Plan of
Operation
 
 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.
 
 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.
 
 General
 
 In order
to implement its purpose of launching a gaming and entertainment television
network, SIG entered into agreements with Triple Play Media Management, Inc.
(“Triple Play”) and Big Vision, Inc. (“Big Vision”).  Pursuant to the
agreements, Triple Play will operate our facilities and provide programming
content. Triple Play will produce television shows (programs) in the gaming and
entertainment genre.  Triple Play will also negotiate with
rights-holders of old re-run television shows and provide these
shows  for additional programming. Big Vision will provide the
equipment and technology to establish the facility.
 
 Pursuant
to our Management Agreement with Triple Play, Triple Play has agreed to manage
and operate our facility in exchange for financial and administrative support of
its ready-to-launch, new television network, “The Gaming & Entertainment
Network.”  In essence, we will provide the facilities, while Triple
Play will provide the management of such facilities as well as programming
content.  We will pay Triple Play a management fee of 12% each year,
provided we realize a minimum pre-tax net profit of 25%.  In addition,
we will provide an allowance for costs related to licensing, permits, and other
fees related to broadcasting equal to one-half percent of total gross
revenues.  In exchange, we will receive 87.5% of Triple Play’s gross
revenues less operating expenses.
 
 Our
Management Agreement with Big Vision provides for the use by us of Big Vision’s
equipment and property for the staging of our facility. In exchange for use of
the facilities, we will pay a service fee to Big Vision on a “most favored
nation” basis for the  first year of our operations.  “Most
favored nation” basis is a term used in the TV Production Industry to indicate
that the rates  charged by producers (in this case Big Vision) will be
below fair-market rates, or at “wholesale” costs.  In essence, in our
first  year, we will pay Big Vision a fee equal to its costs in
providing the equipment and facilities.  After the initial year, we
will pay  Big Vision industry standard rates plus an additional
15%.
 
 In
addition, to further the launch of our gaming and entertainment television
network we purchased the exclusive rights to 20 titled half hour screen plays
representing original programming from FreeHawk Productions, Inc.  The
Company's agreement with FreeHawk dated April 13, 2006 provides for the purchase
by Signet of the exclusive rights to 20 half-hour TV screen plays each with an
additional 13 episodes.  FreeHawk was to receive $450,000 in cash and
550,000 shares of Signet common stock over a minimum of 36 months payments to be
made subject to delivery of the screen plays as scheduled by
Signet.  On August 19, 2006, by mutual agreement, Signet and FreeHawk
rescinded this agreement because the agreement called for the payment of funds
and stock which we can not pay until such time as our shares are trading and we
can receive additional financing.  Therefore, the parties mutually
agreed that the agreement was premature and therefore the agreement was
rescinded without the payment of any cash or stock to FreeHawk by
us.  We intend to enter into a restructured agreement, at such time as
we are a public company and  can raise the necessary
capital.  At this time, there are no discussions to restructure the
agreement.
 
 Furthermore,
we intend to acquire Low-Powered Television (LPTV) stations as a means for
distributing our programming to viewers.  Currently, we do not own any
LPTV stations or other broadcast properties, nor do we own or have control over
an FCC licenses to operate any LPTV stations.  We believe that LPTV
affords an opportunity for entry into television broadcasting and
has  permitted fuller use of the broadcast spectrum. LPTV stations
offer national advertisers highly defined audiences.  As advertisers
search for ways to reach targeted demographic groups, we believe LPTV stations
will become an increasingly important part of  their advertising
strategy.  We plan on targeting LPTV stations that are sanctioned by
the Federal Communication Commission with current and clear license to operate
and feature: Class A rating, high-distribution (high number of TV households),
favorable market location, up-to-date equipment, tower delivery systems, and
studio properties.
   2
  Programming
 
 Triple Play Media
Management, Inc.
 
 Triple
Play’s programming niche is “gaming.”  Presently, there are no
channels formatted exclusively for the gaming customer  whose interest
is focused on the vast variety of gaming activities, domestically as well as
internationally, including “sports and entertainment.”  This type of
network is unique to the television industry.
 
 The
Gaming & Entertainment Network will cover major poker and blackjack
tournaments and high stakes major table games, especially those from Hong Kong,
South America and the Outback of Australia.  The activities in the Las
Vegas, Reno and  Laughlin, Nevada areas, and various Florida venues
alone, host high stakes tournaments on a daily basis. Triple Play will produce
domestic and international feeds covering thoroughbred and quarter-horse racing;
coverage of fluctuation and trends within sports  books from selected
locations around the world; scheduled hourly updating of betting lines on
sporting events; and a remote  coverage of all betting sports, to
delivering our personal insight and commentary, live from the sites of
origination. Handicapping shows will feature the “how-to” of betting, who’s
betting, and why.
 
 Along
with, and part of, the gaming and sports coverage, Triple Play will offer shows
exploring the insights of the hotel and  casino business; offer
original formatted airing of special events taking place in the hotels and
casinos around the world, including profiles of the shows and headliners, their
acts and silhouetting behind the scenes action. Triple Play will feature a newly
developed format called “Dialing for Dollars, Satellite Pay Per View
Bingo.”
 
 Our
agreement with Triple Play provides that we will pay management fees in the
amount of 12% provided that we realize a  minimum pre tax net profit
of 25%.  We also will provide an allowance for costs of licenses and
permits for international airwaves and feeds, duties and taxes, satellite
transmission links, down links, including earth stations in the amount of 0.05%
(one-half of one percent) of the total gross revenues.  In addition,
as further consideration for Richard Grad’s agreement for Triple Play’s
exclusive  services, we paid Mr. Grad a signing bonus of $50,000 upon
funding of the our offering.  We are also obligated to pay the
following compensation each year during the entire term of the agreement,
including extensions thereto: guaranteed payment of $200,000 per year payable to
Richard Grad.  This amount will be payable at the beginning of each
month at the rate of twelve  equal installments.  We will
also provide Mr. Grad with an allowance of $1,500 for moving and relocating
expenses.  In addition, we will provide Mr. Grad with personal life,
health dental, vision and accident insurance.  Mr. Grad owns
approximately 401,000  shares (or 10%) of our common
stock.
 
 Other
Programming
 
 In
addition to the programs produced by Triple Play, we intend to produce our own
original programming and air infomercials during off-peak hours.
 
 On April
13, 2006, we purchased the exclusive rights to 20 titled half hour screen plays
representing original programming. This contract was later rescinded on August
19, 2006 by mutual agreement of the parties.
 
 Big Vision,
Inc.
 
 In
addition to the exclusive contract with Triple Play whose primary purpose is
creating original programming, distribution and international sales and
satellite delivery systems, we executed a long-term contract on July 22, 2005
with Big Vision, Inc. whose primary purpose is television production,
transmitting and ground crew pick up.  Big Vision is a Las Vegas,
Nevada based video production company offers all TV production amenities
required of any variety of television programming.  Big Vision also
owns a 12,000 square feet  facility in Burbank, CA serving clients
nationwide and abroad.
   3
 
 Big
Vision is best known for its production mobile facilities which will be used to
support Triple Play.  Big Visions’ services range from original video
production to providing the technical management, professional crewing and
equipment for major broadcast series and events.  It has recently
added a sophisticated sound delivery system and a complete line of High
Definition delivery  techniques with new cameras, recorders, and
monitors.
 
 We expect
a lot of our live programming will be originating from Las Vegas.  Big
Vision will assure continuous local  programming from Las Vegas, with
on site editing facilities and distribution capabilities.  Our access
to Big Vision’s studio and  portable television equipment enables us
to deliver the news-worthy Las Vegas events soon after their
occurrence.  The affiliation assures uninterrupted local programming
coverage by Big Vision and at the same time gives Triple Play the flexibility to
initiate  its broadcast and programming schedules in the European,
Asian, North and South American markets.
 Our
agreement with Big Vision provides for the payment of a service fee to Big
Vision on a “most favored nation basis” for the first year of our
operations.  “Most favored nation” basis is a term used in the TV
Production Industry to indicate that the rates charged by producers (in this
case Big Vision) will be below fair-market rates, or at “wholesale” costs. After
the initial year, we will pay Big Vision service fees at the industry standard
rates plus an additional 15% in consideration for Big Vision’s
concession  in rates during the first year.  We agree to
continue paying the industry rates plus 15% for as long as this agreement is in
place.  It is understood that all fees will be paid as they become due
and payable according to Big Vision’s requirements.
 
 The
combination of contracting with Triple Play and Big Vision will provide us the
unique opportunity to at once inaugurate not only the infomercial scheduled
segments but also the on-going programming operations.
 
 Distribution
 
 We plan
to distribute our programming via in-home satellite services, digital cable
companies, and LPTV stations. Although we  have not entered into any
formal agreements with any such companies, we received a non-binding pricing
proposal from a satellite  delivery system.
 
 Low Power Television
Stations.
 
 We intend
to acquire Low-Powered Television (LPTV) stations as another means for
distributing our programming to viewers.  We intend acquiring LPTV
stations initially on a stock swap basis.  With additional funding
from a secondary offering we will  begin offering cash instead of or
in addition to stock, for some of the stations we purchase.  We
believe that LPTV affords an  opportunity for entry into television
broadcasting and has permitted fuller use of the broadcast
spectrum.  LPTV stations transmit on one of the standard VHF or UHF
television channels.  The distance at which a station can be viewed
depends on a variety of factors such as antenna height, transmitter powers,
transmitting antenna and the nature of the terrain.  Generally LPTV
stations span approximately 20 miles from their tower in all
directions.
 
 The LPTV
services were established by the Federal Communications Commission (FCC) in
1992.  It was primarily intended to provide opportunities for locally
oriented television service in small communities within larger urban
areas.
 
 We have
taken preliminary steps in the acquisition process.  These steps
include: learning more about the LPTV industry,  researching the fit
of a number of opportunities with the Signet business plan, retaining counsel,
developing and getting approvals for a suitable stock swap agreement and
ascertaining the value of potential LPTV stations for sale.  However,
we have not entered  into any negotiations with any specific LPTV
stations.
 
 Digital Terrestrial
Broadcasting Network
 
 We
believe that digital television is becoming an integral television broadcasting
distribution channel.  Digital television can deliver a large amount
of information at low cost to a high number of viewers.  Digital
television can also deliver more programs  than traditional analog
television over any transmission mediums.
   4
 
 Through
our management agreement with Triple Play, we intend to operate a 36 MHZ C-band
North American and Eutelsat DTH digital platform information
system.
 
 Hi-Definition
Television
 
 We have
received a confidential, non-binding proposal from a major satellite provider
for a long term lease without change in costs for the next twelve
months.  The proposal offers features that we could make available as
a new delivery system.  Although we anticipate that this system will
enable us to deliver HDTV (High Definition Television) to our viewers throughout
the world, we have not entered into a definitive agreement or commitment to
retain these services. Therefore, we do not have viewers  throughout
the world at this stage.  Please note that there is no guarantee that
we will be able to enter into a definitive agreement and no guarantee that we
will be able to offer HDTV.
 
 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.
    5
 
 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.
 
 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.
   6
 
 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, 2007 and 2006, the Company paid or accrued
an aggregate of $19,325 and $34,755 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.  In consideration, the Company granted this founding
shareholder the right to sell up to 100% of the 30,000 retained shares, pursuant
to Rule 144, as follows:
 
 •
              5,000
      shares to be sold after November 1, 2007 AND limited to no more than 100
      shares sold per week;
 •
              5,000
      shares to be sold after July 1, 2008 AND limited to no more than 250
      shares sold in each successive 20 day
period;
 •
              10,000
      shares to be sold after July 1, 2009 with NO restrictions on either volume
      or frequency; and
 •
              10,000
      shares to be sold only after the Company’s closing stock price remains at
      or above $5.00 per share for 30 consecutive
  days.
  7
  The
October 1, 2007 judgment also provides that the founding stockholder will
continue to honor a Nondisclosure Agreement executed in June 2006.
 
 As of
this filing, the founding stockholder has continued to appeal to higher courts,
without success, the results of the arbitration and the affirming decisions of
the Dallas County, Texas District Court and has not returned the aforementioned
116,000 shares of common stock.  Accordingly, until returned, the
Company continues to reflect these shares as “issued and
outstanding”.  We have notified our independent stock transfer agent
of this matter and have placed a trading block on these 116,000
shares.
 
 
 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, 2007.
 
 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, 2006First
      quarter 2006 (January 1, 2006 - March 31, 2006)
                
                not
      authorized for tradingSecond
      quarter 2006 (April 1, 2006 - June 30, 2006
                
                not
      authorized for tradingThird
      quarter 2006 (July 1, 2006 - September 30, 2006
                
                not
      authorized for tradingFourth
      quarter 2006 (October 1, 2006 - December 31, 2006)
                
                not
      authorized for tradingFiscal 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 2007 (January 1, 2007 - March 14, 2007)
                
                $
                0.30
                
                
                $
                1.25
   8
  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:
 
 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
 
 As
previously disclosed, on April 16, 2007, we 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, we 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.
 
 As
previously disclosed, 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.
 
 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.
  
 9
 
 Item
6 - 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.
 
 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-KSB 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, 2007 or 2006,
respectively.
 
 General
and administrative expenses for each of the years ended December 31, 2007 and
2006 were approximately $$307,000 and $517,000,
respectively.  Included in these expenses is approximately $70,000 per
year for executive salaries accrued or paid during each of the years ended
December 31, 2007 and 2006.  We also paid or accrued approximately
$113,000 and $35,000 for administrative and other non-executive compensation
during the same comparable periods.  All of the above expenses relate
to the consistent design, development, refinement and implementation of our
business plan, the maintenance of the corporate entity and the preparation and
filing of various Registration Statements and other periodic reports pursuant to
either the Securities Act of 1933, as amended, or 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, 2007 and
2006  were $(0.07) and $(0.13) 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, 2007 and 2006, respectively, the Company had working capital of
approximately $(540,000) and $(177,000), respectively.
 
 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.
   10
 
 (3)
              Plan
      of Business
 
 In March
2007, we began implementation of that part of our business plan relating to the
acquisition of LPTV stations by executing by executing Sale & Share Exchange
Contracts with the LPTV Stations.  Although we have had no revenues
generated to date, we expect to realize revenues from operations of the LPTV
stations once an agreement is finalized and executed and we take control of an
LPTV Station.  Ernie Letiziano, our sole officer, director will not
relinquish control of the company to any of the  acquired LPTV
stations resulting from any of the agreement.  In addition, since the
acquisition of the LPTV stations will be based upon issuing our stock in
exchange for the LPTV station’s stock, we anticipate that we will not incur any
cash expenditures other than incidental expenses such as telephone, travel and
general and administrative expenses.  The expenses that we will incur
related to the LPTV acquisition have been anticipated and are part of our
monthly budget of cash-based expenses of approximately $10,500.00
per  month as set forth below.  The funds provided for the
budgeted monthly expenses, including the expenses for acquisition of the LPTV
stations, came from the issuance of shares raised by us in our private placement
which commenced in September 2005 and was completed in January
2006.  Our current cash budget requirements of $10,500.00 per month
will be accommodated by our current cash balance of $42,000.  Cash
requirements in excess of this amount 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 LPTV station(s).
 
 We do not
anticipate significant expenses for the negotiating and finalizing of the
agreements since we will undertake the due diligence ourselves and do not have
to incur travel expenses to visit the stations.  In addition, we have
already anticipated these expenses as part of monthly budget.
 
 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.  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, private
offerings of securities.
 
 Concurrent
with our activities to acquire LPTV stations for stock, which commenced in the
first quarter of 2007, we intend to seek additional equity or debt
financing.  To date, we have been able to raise funds in two funding
rounds through both debt and equity offerings.  We anticipate that the
funds we secure from our next round of financing will enable us to purchase
additional LPTV stations,  some with a cash consideration, and provide
additional working capital to enable us to possibly acquire some stations making
losses, purchase programming and initiate Triple Play Media
operations.  Cash costs for this phase of our plan will include
approximately $25,000 related to the funding round plus up to $30 million to
support the acquisitions of more LPTV stations, plus up to $15 million to
support Triple Play.  This phase of our plan will continue throughout
2008.  Currently, we have specific plans to raise additional
financing; however, we do not have any specifically identified source(s) of such
potential financing.
 
 We have
already begun to identify the LPTV stations we would like to acquire by visiting
the online site,  www.LPTV.com, to
identify stations that are for sale.  To date, we have not identified
any specific station that we plan to negotiate  with but have visited
the website to determine what is available.  Based upon our review of
the market, we believe that we will be able to take the following steps to
effectuate the acquisition of LPTV stations in the time periods set forth
below.  However, the dates set forth below are only based upon
our  limited research of the market and may not be effectuated in the
timely manner set forth below since our registration statement
has  not been deemed effective and since we have not commenced
negotiations or due diligence on any station
   11
 
 We have
already commenced the first step in the acquisition process of reviewing those
markets of dominant influence (the ratings of TV households in each market.) and
will continue doing so.  We expect the expenses for our review of the
markets to be limited to the time spent by Mr. Letiziano, our sole officer and
director.  We anticipate that any additional expenses will be under
$1,000 can be paid from our current cash in hand.
 
 Our
current monthly cash requirement budget of approximately $10,500 does not
include any post-acquisition costs of operating the LPTV stations.  We
are unsure of the expenses to be required for operating the stations since we
have not identified any specific station, their current operating status and
expenditure levels.  However, in the event that
the  stations do not generate the anticipated revenues, we may be
unable to pay any shortfall from our current cash on hand.  We may
have to rely on shareholder loans to cover such costs until the station
generates sufficient revenues or until we can obtain additional debt or equity
financing.  The fees and expenses for the due diligence, negotiations
and expenses for the additional stations will be paid from current cash on hand,
revenues or stockholder loans.
 
 There
will be no costs associated with Big Vision until services have been provided by
Big Vision at which time we will be generating revenues to cover these
costs.  Until such time we are public, receive additional financing
and proceed with our  business we have no other contractually
obligated expenses.  We cannot assure investors that we will be able
to raise sufficient capital. In the absence of additional funding, we may not be
able to purchase some of the stations we have identified.  Even
without significant new funding later this year or early 2007, we still
anticipate being able to acquire some profitable LPTV  stations for
stock and consolidate both their revenues and earnings.
 
 The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions.  The exact allocation, purposes and
timing of any monies raised in subsequent funding rounds may vary significantly
depending upon the exact amount of funds raised and status of the implementation
of our business plan when these funds are raised.
 
 Apart
from building the board of directors, and employees of LPTV stations we acquire
as subsidiaries we do not expect any  significant changes in the
number of employees.
 
 (4)
Capital Resources and Liquidity
 
 As of
December 31, 2007, we had approximately $42,000 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.
   12
 
 Our need
for capital may change dramatically as a result of any business acquisition or
combination transaction.  There can be no assurance that we will
identify any such business, product, technology or company suitable for
acquisition in the future.  Further, there can be no assurance that we
would be successful in consummating any acquisition on favorable terms or that
it will be able  to profitably manage the business, product,
technology or company it acquires.
 
 Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for us to continue as a
going concern.  The Company is still in the process of developing and
implementing it’s business plan and raising additional capital.  As
such, the Company is considered to be a development stage company.
 
 (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
7 - Index to Financial Statements
 
 The
required financial statements begin on page F-1 of this document.
 
 
 Item
8 - Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
 
 None
 
 
 Item
8A - Controls and Procedures
 
 Evaluation
of Disclosure Controls and Procedures
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (Exchange Act), as of December 31, 2007.  Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures are not
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules based on the material weakness described
below: 
 -
                We
      failed to include the Management’s Report on Internal Control Over
      Financial Reporting in our Form 10-KSB filed on March 20,
      2008.
 
 We are
developing a plan to ensure that all information will be recorded, processed,
summarized and reported accurately, and as of the date of this report, we have
taken the following steps to address the above-referenced material weaknesses in
our internal control over financial reporting:
 
 1.
                We
      have amended the Form 10-KSB to include the Management’s Report on
      Internal Controls Over Financial
Reporting;
 
 2.
                We
      will continue to educate our management personnel to comply with the
      disclosure requirements of Securities Exchange Act of 1934 and Regulation
      S-K; and3.
                increase
      management oversight of accounting and reporting functions in the
      future.
 MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
 Management of the Company is
responsible for establishing and maintaining effective internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange
Act.  The Company’s internal control over financial reporting is
designed to provide reasonable assurance to the Company’s management and Board
of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
   13
   Management conducted an evaluation of
the effectiveness of internal control over financial reporting based on the
framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.  Management’s
assessment included an evaluation of the design of our internal control over
financial reporting and testing of the operational effectiveness of our internal
control over financial reporting.  Based on this assessment,
Management concluded the Company maintained effective internal control over
financial reporting as of December 31, 2007.
  Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.  Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
  This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding
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 Securities and Exchange Commission that permit the
Company to provide only management’s report in this Annual
Report .
   14
 
 PART
III
 
 Item
9 - 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
 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.
   15
 
 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
10 - 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 has 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
                2006
                2005
              $70,000
                $70,000
                $70,000
              $-0-
                $-0-
                $-0-
              $-0-
                $-0-
                $-0-
              $-0-
                $-0-
                $-0-
              $-0-
                $-0-
                $-0-
              $-0-
                $-0-
                $-0-
              $-0-
                $-0-
                $-0-
              $70,000$70,000
                $70,000
    16
  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
11 - 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)
                
                
                987,000
                
                
                
                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,
  2007.
 (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
12 - Certain Relationships and Related Transactions
 
 Pursuant
to a Management Contract between our wholly owned subsidiary, Signet
Entertainment Corporation, and Triple Play Media, Inc. dated October 23, 2003,
Triple Play agreed to manage and operate our facility in exchange for financial
and administrative support of its ready-to-launch, new television network, “The
Gaming & Entertainment Network.” Richard Grad, who holds 401,000 shares of
our common stock, which represents approximately 8.9% of our common shares
issued and outstanding, is the Chief Executive Officer of Triple
Play.  Pursuant to the Management Agreement, we will also pay to Mr.
Grad a signing bonus of $50,000.  We will also pay the following
compensation each year during the entire term of the Management Agreement,
including extensions thereto and Mr. Grad shall be entitled to receive: a
guaranteed $200,000, per year payable to Richard Grad.  This amount
will be payable at the beginning of each month at the rate of twelve equal
installments; Allowance of $1,500 for moving and relocating expenses; and
personal life, health dental, vision and accident insurance.  In
addition, Mr. Grad received 400,000 of his 401,000 shares pursuant to this
transaction.  All amounts due to Mr. Grad under this agreement will
become payable upon the successful conclusion of a public offering of our common
stock.
   17
  PART IV
  Item
13 - 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
   18
   Item
14 - Principal Accountant Fees and Services
 
 The
Company paid or accrued the following fees in each of the prior two fiscal years
to it’s principal accountant, S. W. Hatfield, CPA of Dallas, Texas.
  Year
      ended
                  December
      31,
                
                Year
      ended
                  December
      31,2007
                
                2006(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.
 
 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 Independence Standards Board Standard No.
1, "Independence Discussions
with Audit Committees."  The Board discussed with the auditors
any relationships that may impact their objectivity and independence, including
fees for non-audit services, and satisfied itself as to the auditors'
independence. The Board also discussed with management, the internal auditors
and the independent auditors the quality and adequacy of the Company's internal
controls.
 
 The
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)








19




Signet
International Holdings, Inc.
 (a
development stage company)
   Contents
    PageReport
      of Independent Registered Certified Public Accounting Firm
                F-2Consolidated
      Financial StatementsConsolidated Balance
      Sheetsas of December 31, 2007 and
      2006
                F-3Consolidated Statements of
      Operations and Comprehensive Lossfor the years ended December 31,
      2007 and 2006 andfor the period from October 17,
      2003 (date of inception) through December 31, 2007
                F-4Consolidated Statement of Changes
      in Shareholders' Equityfor the period from October 17,
      2003 (date of inception) through December 31, 2007
                F-5/F-6Consolidated Statements of Cash
      Flowsfor the years ended December 31,
      2007 and 2006 andfor the period from October 17,
      2003 (date of inception) through December 31, 2007
                F-7Notes to Consolidated Financial
      Statements
                F-8
      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, 2007 and 2006 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, 2007 and 2006 and for the
period from October 17, 2003 (date of inception) through December 31, 2007,
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, 2007 and 2006 and
the results of its consolidated operations and its consolidated cash flows each
of the years ended December 31, 2007 and 2006 and for the period from October
17, 2003 (date of inception) through December 31, 2007, 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 6,
2008
       F-2
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Consolidated
Balance Sheets
 December
31, 2007 and 2006
   December
      31,
                
                
                December
      31,2007
                
                
                2006ASSETSCurrent
      AssetsCash in
      bank
                
                $
                42,434
                
                
                $
                153,847Other
      AssetsBroadcast and
      intellectual properties,net of accumulated amortization of $-0-
                
                
                4,007,249
                
                
                
                -Total
      Assets
                
                $
                4,049,683
                
                
                $
                153,847LIABILITIES AND
      SHAREHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent
      LiabilitiesAccounts
      payable - trade
                
                $
                87,128
                
                
                $
                26,543Other
      accrued liabilities
                
                
                209,175
                
                
                
                88,375Accrued
      officer compensation
                
                
                286,170
                
                
                
                216,170582,423
                
                
                
                331,088Commitments
      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.4,504,962 and 4,102,000 sharesissued and outstanding, respectively
                
                
                4,505
                
                
                
                4,102Additional
      paid-in capital
                
                
                4,688,741
                
                
                
                737,592Deficit
      accumulated during the development stage
                
                
                (1,230,986
                )
                
                
                (923,935
                )Total
      Shareholders’ Equity (Deficit)
                
                
                3,467,260
                
                
                
                (177,241
                )Total
      Liabilities and Shareholders’ Equity
                
                $
                4,049,683
                
                
                $
                153,847
    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, 2007 and 2006 and
 Period
from October 17, 2003 (date of inception) through December 31,
2007
      Period
      fromOctober
      17, 2003(date
      of inception)Year
      ended
                
                
                Year
      ended
                
                
                throughDecember
      31,
                
                
                December
      31,
                
                
                December
      31,2007
                
                
                2006
                
                
                2007Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -ExpensesOrganizational
      and formation expenses
                
                
                -
                
                
                
                -
                
                
                
                89,801Officer
      compensation
                
                
                70,000
                
                
                
                70,000
                
                
                
                291,670Other
      salaries
                
                
                113,000
                
                
                
                35,375
                
                
                
                183,625Other
      general and administrative expenses
                
                
                124,051
                
                
                
                411,441
                
                
                
                656,890Total
      expenses
                
                
                307,051
                
                
                
                516,816
                
                
                
                1,221,986Loss
      from operations
                
                
                (307,051
                )
                
                
                (516,816
                )
                
                
                (1,221,986
                )Other
      income (expense)Interest
      expense
                
                
                -
                
                
                
                (4,436
                )
                
                
                (9,000
                )Loss
      before provision for income taxes
                
                
                (307,051
                )
                
                
                (521,252
                )
                
                
                (1,230,986
                )Provision
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Loss
                
                
                (307,051
                )
                
                
                (521,252
                )
                
                
                (1,230,986
                )Other
      Comprehensive Income
                
                
                -
                
                
                
                -
                
                
                
                -Comprehensive
      Loss
                
                $
                (307,051
                )
                
                $
                (521,252
                )
                
                $
                (1,230,986
                )Loss
      per share of common stockoutstanding
      computed on net loss -basic
      and fully diluted
                
                $
                (0.07
                )
                
                $
                (0.13
                )
                
                $
                (0.32
                )Weighted-average
      number of sharesoutstanding -
      basic and fully diluted
                
                
                4,372,875
                
                
                
                3,992,863
                
                
                
                3,825,116
  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,
2007
   DeficitaccumulatedAdditional
                
                
                during
      the
                
                
                StockPreferred Stock
                
                
                Common Stock
                
                
                paid-in
                
                
                development
                
                
                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,
2007
  DeficitaccumulatedAdditional
                
                
                during
      the
                
                
                StockPreferred Stock
                
                
                Common Stock
                
                
                paid-in
                
                
                development
                
                
                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
                )
                
                
                -
                
                
                
                (177,241
                )Common
      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
   The
accompanying notes are an integral part of these financial
statements.
    F-6
   Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Consolidated
Statements of Cash Flows
 Years
ended December 31, 2007 and 2006 and
 Period
from October 17, 2003 (date of inception) through December 31,
2007
    Period
      fromOctober
      17, 2003(date
      of inception)Year
      ended
                
                
                Year
      ended
                
                
                throughDecember
      31,
                
                
                December
      31,
                
                
                December
      31,2007
                
                
                2006
                
                
                2007Cash
      Flows from Operating ActivitiesNet loss for the period
                
                $
                (307,051
                )
                
                $
                (521,252
                )
                
                $
                (1,230,986
                )Adjustments to reconcile net lossto net cash provided by operating activitiesDepreciation and amortization
                
                
                -
                
                
                
                -
                
                
                
                -Organizational expenses paidwith issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                50,810Expenses paid with issuance of common stock
                
                
                -
                
                
                
                250,000
                
                
                
                306,430Increase (Decrease) inAccounts payable - trade
                
                
                (14,415
                )
                
                
                26,543
                
                
                
                12,128Accrued liabilities
                
                
                50,750
                
                
                
                54,436
                
                
                
                139,125Accrued officers compensation
                
                
                140,000
                
                
                
                67,750
                
                
                
                356,170Net
      cash used in operating activities
                
                
                (130,716
                )
                
                
                (122,523
                )
                
                
                (366,323
                )Cash
      Flows from Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      Flows from Financing ActivitiesProceeds from note payable
                
                
                -
                
                
                
                -
                
                
                
                90,000Repayment of note payable
                
                
                -
                
                
                
                (90,000
                )
                
                
                (90,000
                )Proceeds from sale of common stock
                
                
                19,303
                
                
                
                15,000
                
                
                
                435,389Cash paid to acquire capital
                
                
                -
                
                
                
                -
                
                
                
                (10,447
                )Purchase of treasury stock
                
                
                -
                
                
                
                (50,000
                )
                
                
                (50,000
                )Capital contributed to support operations
                
                
                -
                
                
                
                -
                
                
                
                33,812Net cash (used in) financing activities
                
                
                19,303
                
                
                
                (125,000
                )
                
                
                408,757Increase
      (Decrease) in Cash
                
                
                (111,413
                )
                
                
                (247,523
                )
                
                
                42,434Cash
      at beginning of period
                
                
                153,847
                
                
                
                401,370
                
                
                
                -Cash
      at end of period
                
                $
                42,434
                
                
                $
                153,847
                
                
                $
                42,434Supplemental
      Disclosure ofInterest and Income Taxes PaidInterest paid for the year
                
                $
                9,000
                
                
                $
                9,000
                
                
                $
                9,000Income taxes paid for the year
                
                $
                -
                
                
                $
                -
                
                
                $
                -
  The
accompanying notes are an integral part of these financial
statements.
    F-7
   Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements
 December
31, 2007 and 2006
   Note
A - Organization and Description of Business
 
 Signet
International Holdings, Inc. was incorporated on February 2, 2005 in accordance
with the Laws of the State of Delaware as 51142, Inc.
 
 On
September 8, 2005, pursuant to a Stock Purchase Agreement and Share Exchange
(Agreement) by and among Signet International Holdings, Inc. (Signet); Signet
Entertainment Corporation (SIG) and the shareholders of SIG (Shareholders)
(collectively SIG and the SIG shareholders shall be known as the “SIG Group”),
Signet acquired 100.0% of the then issued and outstanding preferred and common
stock of SIG for a total of 3,421,000 common shares and 5,000,000 preferred
shares of Signet’s stock issued to the SIG 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”.
 
 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 $1,231,000.
 
 
 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.
 
 The
Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.
    F-8
   Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
   Note
C - Going Concern Uncertainty - Continued
 
 The
Company anticipates that future sales of equity securities to fully implement
it’s business plan or to raise working capital to support and preserve the
integrity of the corporate entity may be necessary.  There is no
assurance that the Company will be able to obtain additional funding through the
sales of additional equity securities or, that such funding, if available, will
be obtained on terms favorable to or affordable by the Company.
 
 If no
additional capital is received to successfully implement the Company’s business
plan, the Company will be forced to rely on existing cash in the bank and upon
additional funds which may or may not be loaned by management and/or significant
stockholders to preserve the integrity of the corporate entity at this
time.  In the event, the Company is unable to acquire sufficient
capital, the Company’s ongoing operations would be negatively
impacted.
 
 It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, no formal commitments or arrangements to advance or
loan funds to the Company or repay any such advances or loans
exist.  There is no legal obligation for either management or
significant stockholders to provide additional future funding.
 
 While the
Company is of the opinion that good faith estimates of the Company’s ability to
secure additional capital in the future to reach our goals have been made, there
is no guarantee that the Company will receive sufficient funding to sustain
operations or implement any future business plan steps.
 
 
 Note
D - Summary of Significant Accounting Policies
 
 1.      Cash and cash
equivalents
 
 For
Statement of Cash Flows purposes, the Company considers all cash on hand and in
banks, certificates of deposit and other highly-liquid investments with
maturities of three months or less, when purchased, to be cash and cash
equivalents.
 
 2.
                Organization
      costs
 
 The
Company has adopted the provisions of AICPA Statement of Position 98-5,
“Reporting on the Costs of Start-Up Activities” whereby all organizational and
initial costs incurred with the incorporation and initial capitalization of the
Company were charged to operations as incurred.
 
 3.
                Research and
      development expenses
 
 Research
and development expenses are charged to operations as incurred.
 
 4.
                Advertising
      expenses
 
 The
Company does not utilize direct solicitation advertising.  All other
advertising and marketing expenses are charged to operations as
incurred.
 
 5.
                Income
      Taxes
 
 The
Company uses the asset and liability method of accounting for income
taxes.  At December 31, 2007 and 2006, respectively, the deferred tax
asset and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary
differences.  Temporary differences represent differences in the
recognition of assets and liabilities for tax and financial reporting purposes,
primarily accumulated depreciation and amortization, allowance for doubtful
accounts and vacation accruals.
   F-9
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
  Note
D - Summary of Significant Accounting Policies - Continued
 
 5.
                Income Taxes -
      continued
 
 As of
December 31, 2007 and 2006, the deferred tax asset related to the Company’s net
operating loss carryforward is fully reserved.  Due to the provisions
of Internal Revenue Code Section 338, the Company may have no net operating loss
carryforwards available to offset financial statement or tax return taxable
income in future periods as a result of a change in control involving 50
percentage points or more of the issued and outstanding securities of the
Company.
 
 6.
                Earnings (loss) per
      share
 
 Basic
earnings (loss) per share is computed by dividing the net income (loss)
available to common shareholders by the weighted-average number of common shares
outstanding during the respective period presented in our accompanying financial
statements.
 
 Fully
diluted earnings (loss) per share is computed similar to basic income (loss) per
share except that the denominator is increased to include the number of common
stock equivalents (primarily outstanding options and warrants).
 
 Common
stock equivalents represent the dilutive effect of the assumed exercise of the
outstanding stock options and warrants, using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever is later, and only if the common stock equivalents are considered
dilutive based upon the Company’s net income (loss) position at the calculation
date.
 
 At
December 31, 2007 and 2006, and subsequent thereto, the Company’s issued and
outstanding preferred stock is considered anti-dilutive due to the Company’s net
operating loss position.
 
 
 Note
E - Fair Value of Financial Instruments
 
 The
carrying amount of cash, accounts receivable, accounts payable and notes
payable, as applicable, approximates fair value due to the short term nature of
these items and/or the current interest rates payable in relation to current
market conditions.
 
 Interest
rate risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates on either investments or on debt and is fully dependent upon the
volatility of these rates.  The Company does not use derivative
instruments to moderate its exposure to interest rate risk, if any.
 
 Financial
risk is the risk that the Company’s earnings are subject to fluctuations in
interest rates or foreign exchange rates and are fully dependent upon the
volatility of these rates.  The company does not use derivative
instruments to moderate its exposure to financial risk, if any.
 
 
 Note
F - 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.
   F-10
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
  Note
F - Broadcast and Intellectual Properties - Continued
 
 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
G - Income Taxes
 
 The
components of income tax (benefit) expense each of the years ended December 31,
2007 and 2006 and for the period from October 17, 2003 (date of inception)
through December 31, 2007, are as follows:
  Year
      ended
                
                Year
      ended
                
                Period
      from
                  October
      17, 2003
                  (date
      of inception)
                  throughDecember
      31,
                
                December
      31,
                
                December
      31,2007
                
                2006
                
                2007Federal:Current
                
                $
                -
                
                $
                -
                
                $
                -Deferred
                
                
                -
                
                
                -
                
                
                --
                
                
                -
                
                
                -State:Current
                
                
                -
                
                
                -
                
                
                -Deferred
                
                
                -
                
                
                -
                
                
                --
                
                
                -
                
                
                -Total
                
                $
                -
                
                $
                -
                
                $
                -
  As of
December 31, 2007, the Company has a net operating loss carryforward of
approximately $571,000 for Federal and approximately $466,000 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,
2007 and 2006 and for the period from October 17, 2003 (date of inception)
through December 31, 2007, respectively, differed from the statutory federal
rate of 34 percent as follows:
  Year
      ended
                    
                    Year
      ended
                    
                    Period
      from
                      October
      17, 2003
                      (date
      of inception)
                      throughDecember
      31,
                    
                    December
      31,
                    
                    December
      31,2007
                    
                    2006
                    
                    2007Statutory
      rate applied to income before income taxes
                    
                    $
                    (104,400
                    )
                    $
                    (177,000
                    )
                    $
                    (241,400
                    )Increase
      (decrease) in income taxes resulting from:State income taxes
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -Non-deductible officers compensation
                    
                    
                    47,600
                    
                    
                    23,000
                    
                    
                    122,200Non-deductible
      consulting fees related to issuanceof
      common stock at less than “fair value”
                    
                    
                    -
                    
                    
                    42,500
                    
                    
                    61,700Other, including reserve for deferred taxasset and application of net operating loss carryforward
                    
                    
                    56,800
                    
                    
                    111,500
                    
                    
                    57,500Income
      tax expense
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
 
 F-11
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
 Note
G - Income Taxes - Continued
 
 Temporary
differences, consisting primarily of the prospective usage of net operating loss
carryforwards give rise to deferred tax assets and liabilities as of December
31, 2007 and 2006, respectively:
  December
      31,
                
                
                December
      31,2007
                
                
                2006Deferred
      tax assetsNet
      operating loss carryforwards
                
                $
                194,000
                
                
                $
                150,000Officer
      compensation deductible when paid
                
                
                122,000
                
                
                
                74,600Less
      valuation allowance
                
                
                (316,000
                )
                
                
                (224,600
                )Net
      Deferred Tax Asset
                
                $
                -
                
                
                $
                -
  Note
H - 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:
 
 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.
    F-12
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
  Note
H - Preferred Stock - Continued
 
 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
I - 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.
 
 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.
 
 F-13
   Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
  Note
I - Common Stock Transactions - Continued
 
 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.
 
 
 Note
J - Commitments
 
 Leased office
space
 
 The
Company operates from leased office facilities at 205 Worth Avenue, Suite 316
Palm Beach, FL 33480 under an operating lease.  The lease agreement
was originally expired to expire in July 2009 and has been subsequently amended
to a month-to-month basis.  The lease requires monthly payments of
approximately $965.  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, 2007 and 2006, the Company paid an aggregate
of $19,325 and $34,755 for rent under these agreements.
 
 Triple Play Management
Agreement
 
 On
October 23, 2003, Signet Entertainment entered into a Management Agreement with
Triple Play Media Management (Triple Play) of Peoria, Arizona.  Triple
Play is engaged to be the management company to manage and operate any acquired
Signet facility (facilities) on a permanent basis for Signet for a period of ten
years (the initial period) with an automatic extension of an additional ten
years unless the dissenting party gives proper notice.
 
 To
facilitate this Management Agreement, Signet will endeavor to raise capital
contributions through a Private Placement Offering, Regulation 506 and /or a
Public Offering and show evidence of the total capital funds required for the
establishment of the Network including providing funds for the budgeted
operations of the business for the term of this agreement plus extensions.
Signet will also provide a minimum of 17,500 square feet of permanent structure
(connector facility), fully equipped to accommodate full- service television
studios, sound stages and various production equipment within completely
air-conditioned and heated work places and mobile modular production unit (s)
fully equipped and a Eutelsat satellite Hot Bird and delivery
system.  Triple Play will, in turn, perform the following
actions:  a) acquire and maintain various licenses; b) compliance with
local ordinances and state laws; c) maintain complete books of account, which
shall comply with requirements of any governmental agency including all Federal
Communications commission (FCC) regulations; d),provide an annual budget to
Signet, addressing all operating activities, including a reserve for repairs,
refurbishment, and replacements to maintain the premises and equipment in good
condition; e) make no expenditures other than those items provided in an annual
budget; f) maintain books and records to be made available to Signet
representatives; g) have complete creative control and authority to determine
all matters concerning decor, design, arrangement, format and all production
presentations including creative design, absolute control and
discretion.
 
 F-14
  Signet
International Holdings, Inc. and Subsidiary
 (a
development stage company)
 Notes
to Consolidated Financial Statements - Continued
 December
31, 2007 and 2006
  Note
J - Commitments - Continued
 
 Triple Play Management
Agreement - continued
 
 with
respect to the operation of the premises; and h) be responsible for all
necessary and proper insurances safeguarding against all reasonably foreseeable
risks on a replacement cost basis of coverage to both parties , the business and
its assets.
 
 Upon
Signet’s raising the necessary required funding through a secondary offering,
Signet will begin funding the working capital requirements of Triple Play for a
share of Triple Play’s profit.  The working capital commitment is
based on mutually agreed budgets and is projected to amount approximately $15
million, inclusive of management fees.  This advance of management
fees would be drawn down by Triple Play over approximately the first 12 months
of its operations which would begin once Signet has access to the secondary
offering funding.  This advance will be recovered by Signet from
Triple Play’s future cash flows.  In return, Signet will receive 87.5
% of Triple Play’s monthly gross revenues less Triple Play’s  monthly
operating expenses.
 
 For the
services, Triple Play shall render to Signet, Signet shall pay management fees
to Triple Play based upon Triple Play’s gross revenues, as follows: a) 12% of
Triple Play’s gross revenues, provided that Triple Play realizes a minimum pre
tax net profit of 25%, plus b) 1⁄2% (one half percent) of Triple Play’s gross
revenues for Triple Play’s costs of licenses and permits for international air
waves and feeds duties and taxes, satellite transmission links, down links,
including earth stations.  The fees in a) and b), noted above, shall
become due from Signet within 90 days after the close of each calendar year
based on a determination by independently prepared Certified Public Accountants’
reports. These reports will account for advances Signet has made.
 
 Triple
Play’s Chief Executive Officer, Richard Grad, one of Signet’s founding
shareholders, will be paid by Signet, a signing bonus of $50,000 upon the
funding of a future Signet offering.  Signet will also pay to Mr. Grad
the following annual compensation during the entire term of this agreement,
including extensions thereto:  1) a guaranteed annual salary of
$200,000.(Two Hundred Thousand), per year payable at the beginning of each month
at the rate of twelve equal installments and will be subsequently deducted from
each annual management fee settlement noted above; 2) an allowance of $1,500 for
moving and relocation expenses and 3) ordinary and reasonable employee benefits
related to health insurance.  It is specifically noted that Mr. Grad
will function solely as an independent contractor representing Triple Play and
will not be construed as a Signet employee.
 
 Big Vision Management
Contract
 
 On July
22, 2005, Signet Entertainment entered into a Management Agreement with Big
Vision Studios,  a Nevada Limited Liability Company (Big Vision)
located in both Las Vegas, Nevada and Burbank, California whereby Big Vision
will be the exclusive supplier of High Definition Equipment and Studio rental
for Signet.  This agreement is for a period of one (1) year,
commencing with the submission by Signet’s of evidence of the total capital
funds required for the establishment of Signet’s Network including providing
funds for the budgeted operations of the business for the term of this agreement
plus extensions to Big Vision, with an automatic extension of an additional five
years unless the dissenting parry gives proper notice.  Signet has
agreed to pay a reduced fee to Big Vision, at a discount negotiated off of Big
Vision’s published standard rate card, for the first year of Signer’s
operations.  After the initial year, Signet has agreed to pay Big
Vision based on Big Vision’s published standard rate card  at that
point in time  plus an additional 15% in consideration of Big Vision’s
concession in rates for the first year.  Signet has agreed to continue
paying pursuant to Big Vision’s published standard rate card plus 15% for as
long as this agreement is in place.  All fees will be paid as they
become due and payable according to Big Vision’s
requirements.
    F-15




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:
              September
      16 , 2008
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  Name
              Title
              Date/s/ Ernest W.
      Letiziano
                Ernest W.
      Letiziano
              Chief
      Executive Officer
                Chief
      Financial Officer,
                and
      Director
              September
      16 , 2008