**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-KSB**




(Mark
      One)


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




**For
      the fiscal year ended December 31, 2006**




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




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      he
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


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




Revenues
      for year ended December 31, 2006: $0





Aggregate
      market value of the voting common stock held by non-affiliates of the registrant
      as of March 26, 2007, was: $1,594,000





Number
      of
      shares of the registrant’s common stock outstanding as of March 26, 2007 was:
      4,102,000





Transitional
      Small Business Disclosure Format:  Yes o  No x










**PART
      I**




**Item
      1.**  **Description
      of Business**




**Business
      Development**





We
      were
      incorporated in the State of Delaware under the name 51142 Inc. on February
      2,
      2005 as a blank check company to engage in any lawful corporate undertaking,
      including, but not limited to, selected mergers and acquisitions. On July 8,
      2005, pursuant to the terms of a Stock Purchase Agreement, Signet Entertainment
      Corporation, a Florida corporation, purchased all of our issued and outstanding
      common stock for cash consideration of $36,000. Subsequently, we changed our
      name to Signet International Holdings, Inc.





On
      September 8, 2005, pursuant to a Stock Purchase Agreement and Share Exchange
      by
      and among us, Signet Entertainment Corporation, and the shareholders of Signet
      Entertainment Corporation (“Shareholders”), we acquired all of the then issued
      and outstanding preferred and common shares of Signet Entertainment Corporation
      for a total of 3,421,000 common shares and 5,000,000 preferred shares of our
      stock which was issued to the Signet Entertainment Corporation shareholders.
      Pursuant to the agreement Signet Entertainment Corporation became our wholly
      owned subsidiary.





**Business
      of Issuer**





Our
      wholly owned subsidiary, Signet Entertainment Corporation (“SIG”), was
      incorporated on October 17, 2003 for the purpose of launching a “gaming and
      entertainment” television network. We will purchase, lease, and employ the
      apparatus, equipment, and personnel necessary to establish the network. The
      network will cover major Poker and Blackjack tournaments as well as other major
      high stakes casino games. The network will also cover via satellite and cable
      other sports events such as horse racing and selected global events which have
      a
      sports and entertainment format. SIG’s largest source of revenue will come from
      advertising, specifically from various resorts and casinos, and sporting sites
      in North and South America, Europe, Asia and Africa. SIG will realize income
      from infomercials and sports and entertainment programming that offer subject
      matter that are all-encompassing to the network’s format. Signet International
      Holdings, Inc. does not have international operations.




It
      is our
      opinion that we are not a blank check company as defined in Rule 419 under
      the
      Securities Act of 1933 (as amended) since we have conducted operating activities
      and have taken affirmative steps in the operation of our business. Our primary
      business plan is that of a television broadcasting company. Part of our business
      plan includes the acquisition of other LPTV stations, however, any such
      acquisition would be contemplated only so far as such acquisition would further
      our business plan to launch a television broadcasting company. Please note
      that
      the only business acquisitions will be solely of LPTV stations or other
      broadcast properties and that we will not enter into any agreement that will
      result in a change of control. We will not enter into any acquisition that
      requires Mr. Letiziano, our sole officer and director, to give up voting
      control of our stock or requires his resignation as our officer or director.
      In
      the event we acquire other entities in the future, Mr. Letiziano will
      maintain his ownership interest as well as his positions with us as full-time
      Chief Executive Officer and majority stockholder.





**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.





**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 .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 with over 22,000
      square feet in the heart of Las Vegas which offers all TV production amenities
      required of any variety of television programming. Big Visions also owns a
      12,000 square feet facility in Burbank, CA serving clients nationwide and
      abroad.





Big
      Vision is best known for its production mobile facilities which will be used
      to
      support Triple Play. Big Visions’ services range from original video production
      to providing the technical management, professional crewing and equipment for
      major broadcast series and events. It has recently added a sophisticated sound
      delivery system and a complete line of High Definition delivery techniques
      with
      new cameras, recorders, and monitors.





We
      expect
      a lot of our live programming will be originating from Las Vegas. Big Vision
      will assure continuous local programming from Las Vegas, with on site editing
      facilities and distribution capabilities. Our access to Big Vision’s studio and
      portable television equipment enables us to deliver the news-worthy Las Vegas
      events soon after their occurrence. The affiliation assures uninterrupted local
      programming coverage by Big Vision and at the same time gives Triple Play the
      flexibility to initiate its broadcast and programming schedules in the European,
      Asian, North and South American markets.





Our
      agreement with Big Vision provides for the payment of a service fee to Big
      Vision on a “most favored nation basis” for the first year of our operations.
“Most favored nation” basis is a term used in the TV Production Industry to
      indicate that the rates charged by producers (in this case Big Vision) will
      be
      below fair-market rates, or at “wholesale” costs. After the initial year, we
      will pay Big Vision service fees at the industry standard rates plus an
      additional 15% in consideration for Big Vision’s concession in rates during the
      first year. We agree to continue paying the industry rates plus 15% for as
      long
      as this agreement is in place. It is understood that all fees will be paid
      as
      they become due and payable according to Big Vision’s requirements.





The
      combination of contracting with Triple Play and Big Vision will provide us
      the
      unique opportunity to at once inaugurate not only the infomercial scheduled
      segments but also the on-going programming operations.




**Distribution**





We
      plan
      to distribute our programming via in-home satellite services, digital cable
      companies, and LPTV stations. Although we have not entered into any formal
      agreements with any such companies, we received a non-binding pricing proposal
      from a satellite delivery system.





Low
      Power Television Stations.





We
      intend
      to acquire Low-Powered Television (LPTV) stations as another means for
      distributing our programming to viewers. We intend acquiring LPTV stations
      initially on a stock swap basis. With additional funding from a secondary
      offering we will begin offering cash instead of or in addition to stock, for
      some of the stations we purchase. We believe that LPTV affords an opportunity
      for entry into television broadcasting and has permitted fuller use of the
      broadcast spectrum. LPTV stations transmit on one of the standard VHF or UHF
      television channels. The distance at which a station can be viewed depends
      on a
      variety of factors such as antenna height, transmitter powers, transmitting
      antenna and the nature of the terrain. Generally LPTV stations span
      approximately 20 miles from their tower in all directions.





The
      LPTV
      services were established by the Federal Communications Commission (FCC) in
      1992. It was primarily intended to provide opportunities for locally oriented
      television service in small communities within larger urban areas.





We
      have
      taken preliminary steps in the acquisition process. These steps include:
      learning more about the LPTV industry, researching the fit of a number of
      opportunities with the Signet business plan, retaining counsel, developing
      and
      getting approvals for a suitable stock swap agreement and ascertaining the
      value
      of potential LPTV stations for sale. However, we have not entered into any
      negotiations with any specific LPTV stations.




Digital
      Terrestrial Broadcasting Network





We
      believe that digital television is becoming an integral television broadcasting
      distribution channel. Digital television can deliver a large amount of
      information at low cost to a high number of viewers. Digital television can
      also
      deliver more programs than traditional analog television over any transmission
      mediums.












Through
      our management agreement with Triple Play, we intend to operate a 36 MHz C-band
      North American and Eutelsat DTH digital platform information
      system.





Hi-Definition
      Television





We
      have
      received a confidential, non-binding proposal from a major satellite provider
      for a long term lease without change in costs for the next twelve months. The
      proposal offers features that we could make available as a new delivery system.
      Although we anticipate that this system will enable us to deliver HDTV (High
      Definition Television) to our viewers throughout the world, we have not entered
      into a definitive agreement or commitment to retain these services. Therefore
      we
      do not have viewers throughout the world at this stage. Please note that there
      is no guarantee that we will be able to enter into a definitive agreement and
      no
      guarantee that we will be able to offer HDTV.





**Intellectual
      Properties**





On
      April
      13, 2006, we purchased the exclusive rights to 20 titled half hour screen plays
      representing original programming from FreeHawk Productions, Inc. On August
      19,
      2006, by mutual agreement, Signet and FreeHawk rescinded this agreement as
      set
      forth herein.





**Employees**





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





**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.





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:





1
            Major
                networks such as ABC, CBS, NBC, FOX2
            Major
                cable networks such as: ESPN, USA, Bravo, Fox Sports Net, UPN, PAX,
                The
                Travel Channel, The Tube3
            Smaller
                cable networks: Food Channel, Spike TV, HGTV, Golf
                Channel4
            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 distributions 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.





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 our business from our corporate headquarters located at 205
      Worth Avenue, Suite 316 Palm Beach, FL 33480. We
      lease
      such space on a month-to-month basis. Monthly rent payments for base rent are
      approximately $927.51 per month. There
      no
      are additional rent payments for common area maintenance.




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




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




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





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




**PART
      II**




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




Our
      common stock was approved to trade on the OTC Bulletin Board system under the
      symbol “SIGN” since March 7, 2007. There is a limited trading market for our
      Common Stock.





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.





**Holders**





As
      of
      March 26, 2007 in accordance with our transfer agent records, we had 70 record
      holders of our Common Stock.











**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.




**Recent
      Sales of Unregistered Securities**




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




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




**Shareholder**
              **Common
                  Shares**
              **Preferred
                  Shares**ABRAMS,
                  BARRY & M TBTE
              50,000
              -BASSET,
                  ROBERT C.
              1,000
              -BOMMARITO,
                  GRACE
              1,000
              -BOOKOUT,
                  MELISSA
              1,000
              -BOSTICK,
                  BOBBY T.
              1,000
              -BROWN,
                  BARBRA J.
              1,000
              -BROWN,
                  DONALD D.
              1,000
              -COLARUSSO,
                  PETER & JUDY
              20,000
              -COLLADO,
                  ROSA MARIA
              1,000
              -CURTIS,
                  JOHN J.
              1,000
              -DAMPIER,
                  JOSEPHINE M.L.
              1,000
              -DELICH,
                  DOROTHY E.
              1,000
              -DEMBLIN,
                  AUGUST
              76,000
              -DERHAK,
                  JOHN E.
              1,000
              -DERHAK,
                  WENDY
              1,000
              -DOHRN,
                  WALTER
              10,000
              -DONALDSON,
                  THOMAS
              601,000
              1,000,000ENRIGHT,
                  COEN W.
              51,000
              -FOX,
                  STEVEN A.
              26,000
              -FRALEY,
                  ELWIN E.
              1,000
              -FREEMAN,
                  ROBERT LEE
              51,000
              -GANDIAGA,
                  ANDIKONA
              1,000
              -GANDIAGA,
                  PATXI
              1,000
              -GARZA,
                  IRENE G.
              1,000
              -GARZA,
                  JAIME
              101,000
              -GARZA,
                  JOSE L.
              1,000
              -GARZA,
                  VICTOR HUGO
              1,000
              -GELFAND,
                  HOWARD
              1,000
              -GILLETTE,
                  F. WARRINGTON
              1,000
              -GONZALES,
                  VICTOR HUGO
              50,000
              -GRAD,
                  GARY MICHAEL
              151,000
              -GRAD,
                  RICHARD
              401,000
              -GRAD,
                  STEVEN
              51,000
              -GUERRICAECHEBARRIA,
                  CHRISTINE
              1,000
              -











HACKING,
                  H. LYNN
              51,000
              -HARAKAS,
                  ANNETTE
              1,000
              -HILLABRAND,
                  HOPE E.
              501,000
              1,500,000KAUFMAN,
                  MAX
              1,000
              -LAGROTTERIA,
                  JAMES
              1,000
              -LAUDATI,
                  DINO (1)
              1,000
              -LETIZIANO,
                  ERNESTO W.
              900,000
              2,500,000LONG,
                  JANET G.
              1,000
              -MCNEILL,
                  TOM
              1,000
              -MELNICK,
                  A MICHAEL & ILENE B. JTWROS
              1,000
              -O’NEILL,
                  TOMMY
              51,000
              -PREWITT,
                  PAUL A.
              1,000
              -RIDER,
                  TIM
              1,000
              -ROWAN,
                  WILLIAM R.
              1,000
              -SEGAR-RHODES,
                  JUDY A.
              1,000
              -SHUGAR,
                  GERALD
              1,000
              -SNYDER,
                  JOANN
              1,000
              -SNYDER,
                  THOMAS S.
              51,000
              -SOWERS,
                  DAVID W.
              1,000
              -SOWERS,
                  GERALD W.
              1,000
              -SOWERS,
                  JOYCE A.
              1,000
              -SOWERS-GANDIAGA,
                  PEGGY
              151,000
              -STERN,
                  BARBRA
              1,000
              -TORRENCE,
                  SUSAN L.
              1,000
              -VELASCO,
                  FERNANDO
              1,000
              -WITTELSBACH,
                  BURKNARD
              10,000
              -WOLFSKEIL,
                  ALYSIA
              26,000
              -WOLFSKEIL,
                  RICHARD
              1,000
              -




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




In
      September 2005 we commenced a Regulation D, Rule 506 Offering which was
      completed on January 2006 in which we issued a total of 381,000 shares of our
      common stock in exchange for cash consideration to eight (8) shareholders at
      a
      price per share of $1.00 for an aggregate offering price of $381,000. The
      following sets forth the identity of the persons to whom we sold these shares
      and the amount of shares for each shareholder:





**Shareholder**
            **Common
                Shares**BARRY
                ABRAMS MDPA PROFIT SHARING PLAN
            100,000GOFF
                FAMILY HOLDINGS, LP
            50,000HENNINGSEN,
                ROBERT C. AND KATHLEEN A JTWROS
            54,000KILEY,
                ROBERT
            10,000KILEY,
                ROBERT AND SUSAN JTWROS
            65,000MADORE,
                DANIEL R. AND LAURIE A. JT TEN
            50,000MEYERS,
                RON
            50,000ROWAN,
                WILLIAM R. AND JANET LONG TIC
            2,000




The
      Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
      transaction not involving a public offering in reliance upon an exemption from
      registration provided by Rule 506 of Regulation D of the Securities Act of
      1933.In accordance with Section 230.506 (b) (1) of the Securities Act of 1933,
      these shares qualified for exemption under the Rule 506 exemption for this
      offerings since it met the following requirements set forth in Reg.
      ss.230.506:














(A)
            
            No
                general solicitation or advertising was conducted by us in connection
                with
                the offering of any of the Shares.(B)
            
            Each
                investor received a copy of our private placement memorandum and
                completed
                a questionnaire and confirmed that they were either “accredited” or
                “sophisticated” investors as defined in Rule 501 of Regulation D. Of the 8
                subscribers, 6 were “accredited investors” and 2 were “sophisticated
                investors.” Each investor completed a questionnaire confirming that such
                investor was sophisticated and has such knowledge and experience
                in
                financial and business matters that he/she is capable of evaluating
                the
                merits and risks of the prospective investment or we reasonably believed
                immediately prior to making the sale that the purchasers met this
                description.(C)
            
            Our
                management was available to answer any questions by prospective
                purchasers;(D)
            
            Shares
                issued in connection with in this offering were restricted under
                Rule 4(2)
                and certificates indicating ownership of such shares bore the appropriate
                legend.





All
      shares purchased in the Regulation D Rule 506 offering completed in May 2006
      were restricted in accordance with Rule 144 of the Securities Act of
      1933.





On
      March
      31, 2006, the Company repurchased 50,000 shares of common stock from the estate
      of a deceased shareholder which purchased said shares pursuant to the
      aforementioned Regulation D Rule 506 offering completed in May 2006 for $50,000
      cash.





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
      to
      Ruth J. Latini Trust based upon a consulting agreement with Merriam Joan Handy
      for services including aiding us in developing a marketing plan, providing
      assistance and expertise in an advertising campaign and assisting us with press
      releases. These shares of our common stock qualified for exemption under Section
      4(2) of the Securities Act of 1933 since the issuance shares by us did not
      involve a public offering. No general solicitation or general advertising were
      used in connection with this offering. The offering was not a “public offering”
as defined in Section 4(2) due to the insubstantial number of persons involved
      in the deal, size of the offering, manner of the offering and number of shares
      offered. We did not undertake an offering in which we sold a high number of
      shares to a high number of investors.




**Equity
      Compensation Plan Information**




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





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







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





**Caution
      Regarding Forward-Looking Information**





Certain
      statements contained in this quarterly 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; raw material costs and
      availability; new product development and introduction; existing government
      regulations and changes in, or the failure to comply with, government
      regulations; adverse publicity; competition; the loss of significant customers
      or suppliers; fluctuations and difficulty in forecasting operating results;
      changes in business strategy or development plans; business disruptions; the
      ability to attract and retain qualified personnel; the ability to protect
      technology; and other factors referenced in this and previous
      filings.





Given
      these uncertainties, readers of this Annual Report on From 10K-SB and investors
      are cautioned not to place undue reliance on such forward-looking
      statements.





**Plan
      of Operations**




In
      March
      2507, upon the approval of our equity securities for trading on the Over the
      Counter Bulletin Board, we began implementation of that part of our business
      plan relating to the acquisition of LPTV stations by offeringSale & 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 agreements are finalized and executed and we take control of
      an
      LPTV Stations. Ernest 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
      will incur no cash expenditures other than incidental expenses such as
      telephone, travel and general and administrative expenses. These expenses that
      we will incur related to the LPTV acquisition have been anticipated and are
      part
      of our monthly expenses in the total amount of $10,500.00 per month as set
      forth
      below. The funds provided for the 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 cash flow requirements of $10,500.00 per month will be
      accommodated adequately by our current cash balance of $170,947. The first
      nine
      months of the fiscal year have required $483,763 in operating expenses, which
      we
      believe to be an unusually high number due to costs such as legal, auditing,
      other fees incurred in the process of going public as well as the issuance
      of
      compensation shares which will not be owed in the future. Therefore, we
      anticipate a significant reduction in operating expense to about $126,000 per
      year based on the monthly amounts set forth above. 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 acquiring other LPTV stations for stock commencing 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:
      $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 2007. Currently, we have
      no specific plans to raise additional financing and we do not have any specific
      source(s) of such potential financing. However, since our shares were approved
      for trading we have begun negotiations with several potential funding sources
      to
      assist with the acquisitions of the stations. To date we have no agreements
      or
      understandings in place for this funding.











We
      waited
      until our register registration statement was declared effective, to commence
      negotiating with at least one LPTVstation. 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. Once our registration statement is deemed effective
      we will identify stations available for sale as well as which stations have
      a
      spectrum of at least 550,000 TV households, are rated Class A, and are located
      in a growing market. As stated above, we have not commenced any negotiations
      or
      discussions or even identified stations to acquire. 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





1.
            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 to so during the first
                few
                months of 2007. 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.2.
            In
                January 2007, we will identify and contact the selected LPTV stations
                that
                are currently operating at a profit and in good standing with the
                FCC. We
                expect the expenses for same to be 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 and will be paid from our
                current
                cash in hand.3.
            From
                mid-January through Mid February we will continue to identify those
                LPTV
                stations for sale and those which are currently operating at a profit
                and
                in good standing with the FCC. We will then initiate contact with
                the LPTV
                station owner and legal counsel and negotiate to sign non-circumvention
                agreements and Letters of Intent. Upon execution of a letter of intent
                we
                will perform due diligence which will include the review of financial
                statements, customer base, survey of equipment and the review of
                compliance with FCC regulations researched through public records.
                We will
                only identify and commence negotiations at such time as our registration
                statement is declared effective by the SEC. Since our arrangements
                will be
                based upon a share exchange contract, we will not incur any cash
                expenses
                other than those incidental expenses already budgeted in our monthly
                expenses. We will not need to travel to undertake our due diligence
                and
                intend to have the due diligence completed and reviewed by Mr. Letiziano.
                Based upon same we do not expect the expenses for the due diligence
                and
                negotiations to be more than $1,000 and will be paid from our current
                cash
                in hand.4.
            By
                mid-February we intend to have negotiated and finalized an agreement
                to
                purchase at least one LPTV station and file though FCC counsel
                applications for approval from the FCC to operate the target LPTV
                stations. The approval period takes from 60-90 days. We expect the
                expenses, which shall include legal fees and application fees to
                be less
                than $5,000 and will be paid from our current cash on
                hand.5.
            Once
                the FCC has granted approval, we will then become owner of the LPTV
                station and will be responsible for the daily expenses associated
                with
                operating the business. The fees and expenses for operating these
                stations
                will be paid from the revenues which we anticipate we will generate
                from
                the LPTV station. At this time we are unsure of the expenses for
                operating
                the stations since we have not commenced our due diligence on any
                specific
                station. However, in the event that the stations do not generate
                the
                anticipates revenues then we will pay the fees and expenses from
                our
                current cash on hand or will rely on shareholder loans to cover such
                costs
                until the station generates sufficient revenues or until we can obtain
                additional debt or equity financing.6.
            After
                our first acquisition, we will continue to identify and negotiate
                with
                additional LPTV stations. The funds to operate the LPTV stations
                will be
                derived from revenues generated or from cash on hand. In the event
                that
                the stations do not generate the anticipates revenues then we will
                pay the
                fees and expenses from our current cash on hand or will 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 the same as set above
                and
                will be paid from current cash on hand, revenues or stockholder
                loans.




To
      date,
      we have identified stations by searching the Internet. The name and call letters
      of these stations are posted on various web sites. Our intention is to finance
      payment of these stations by issuing the sellers common stock as well cash
      payments to be negotiated. We can not be certain that any of the stations will
      agree to a purchase and/or share exchange arrangement. Since our research and
      contacts will be made through our office, we do not expect to incur any
      additional expenses other than the normal general and administrative expenses
      presently being paid.




We
      believe we can satisfy our cash requirements for our operations over the next
      twelve months with our current cash reserves. We anticipate for the next 12
      months, excluding the costs of operating LPTV station acquisitions, our
      operational as well as general and administrative expenses will total $126,000
      based on the acquisition of one LPTV station. We anticipate that will be able
      to
      cover these expenses with our current cash reserves of $170,947 as of December
      31, 2006. The components that went into our determination of required on going
      expenses include the following monthly estimated cash
      requirements:








Accounting
                Fees
            
            $
            2,000Legal
                fees
            
            
            3,500G&A
            
            
            2,500Travel
                & Surveys
            
            
            1,500Other
                Expenses
            
            
            1,000**Total**
            
            $
            10,500





As
      set
      forth above, this monthly outlay does not include the costs of operating the
      LPTV stations we are unsure of the expenses for operating the stations since
      we
      have not commenced our due diligence on any specific station. However, in the
      event that the stations do not generate the anticipates revenues then we will
      pay the fees and expenses from our current cash on hand or will 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.





**Results
      from Operations - Fiscal Year Ended December 30, 2006 and
      2005**




We
      had no
      revenue for either of the respective fiscal year periods ended December 31,
      2006
      and 2006, respectively.




General
      and administrative expenses for the fiscal year ended December 31, 2006 and
      2005
      were $516,816 and $178,212, respectively. Net loss for the fiscal year ended
      December 31, 2006 and 2005, respectively, was approximately $(521,252) and
      $(231,767). Earnings per share for the respective fiscal year ended December
      31,
      2006 and 2005 was approximately $(0.13) and $(0.07) on the weighted-average
      shares issued and outstanding.




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




At
      December 31, 2006 and 2005, respectively, the Company had working capital of
      approximately $(177,241) and $129,011, respectively. These amounts include
      accrued officers compensation of approximately $216,170 and $148,420,
      respectively, which are classified as current liabilities. However, our sole
      officer and director has orally agreed to defer payment of this compensation
      until such time as we have sufficient cash flows to service this liability
      without undue stress on our cash position.




**Capital
      Resources and Liquidity**




As
      of
      December 31, 2006, we had approximately $153,847 in cash. Our general and
      administrative expenses presently average $2,500 per month.




As
      reflected in the accompanying financial statements, we are in the development
      stage with no operations. Our ability to continue as a going concern is
      dependent on our ability to raise additional capital and implement our business
      plan. The financial statements do not include any adjustments that might be
      necessary if we are unable to continue as a going concern. We have no plans
      to
      pay no salaries per month to our sole officer and employee until we are properly
      funded. We intend to raise additional capital to continue our operations
      although there is no assurance we will be successful. Currently we have no
      material commitments to make capital expenditures.










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




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




Management
      believes that actions presently being taken to obtain additional funding and
      implement its strategic plans provide the opportunity for us to continue as
      a
      going concern. The Company is still in the process of developing and
      implementing it’s business plan and raising additional capital. As such, the
      Company is considered to be a development stage company.




**Critical
      Accounting Policies**




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




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




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




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) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that our disclosure and controls are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





**Changes
      in Internal Controls**





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





**Item
      8B.**  **Other
      Information.**




None.





**PART
      III**




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





The
      directors and executive officers of the Company are:




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




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




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







**Term
      of Office**




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




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




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




**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.





**Involvement
      in Certain Legal Proceedings**




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.




**Code
      of Ethics**





We
      have
      adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
      Financial Officer. This Code of Ethics is filed herewith as an
      exhibit.








**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
      were timely filed as of the date of this filing.




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




**Compensation
      of Executive Officers**




The
      following summary compensation table sets forth all compensation awarded to,
      earned by, or paid to the named executive officers paid by us during the fiscal
      years ended December 31, 2006 and 2005 in all capacities for the accounts of
      our
      executives, including the Chief Executive Officer (CEO) and Chief Financial
      Officer (CFO):





**SUMMARY
      COMPENSATION TABLE**





**Name
                and Principal Position**
            
            **Year**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **Stock
                Awards**
              **($)**
            
            **Option
                Awards**
              **($)**
            
            **Non-Equity
                Incentive Plan Compensation ($)**
            
            **Non-Qualified
                Deferred Compensation Earnings**
              **($)**
            
            **All
                Other Compensation**
              **($)**
            
            **Totals**
              **($)**Ernest
                W. Letiziano,(1)
              President,
                Chief Executive Officer and Director
            
            
            2006
            
            $
            70,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            70,0002005
            
            $
            70,000
            
            
            0
            
            
            $10,000(2)
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            80,0002004
            
            $
            70,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            $
            70,000





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




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




**Option
      Grants Table.** There
      were no individual grants of stock options to purchase our common stock made
      to
      the executive officer named in the Summary Compensation Table during fiscal
      years ended December 31, 2005 and December 31, 2006.





**Aggregated
      Option Exercises and Fiscal Year-End Option Value Table.** There
      were no stock options exercised during fiscals year ending December 31, 2005
      and
      December 31, 2006, by the executive officer named in the Summary Compensation
      Table.





**Long-Term
      Incentive Plan (“LTIP”) Awards Table.** There
      were no awards made to a named executive officer in the last completed fiscal
      year under any LTIP.












**Employment
      Agreements**




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





**Compensation
      of Directors**




For
      the
      fiscal year ended December 31, 2006, we did not compensate our directors for
      their services.




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




**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
      following table sets forth the number and percentage of shares of our common
      stock owned as of January 31, 2007 by all persons (i) known to us who own more
      than 5% of the outstanding number of such shares, (ii) by all of our directors,
      and (iii) by our sole officer and director as a group. Unless otherwise
      indicated, each of the stockholders has sole voting and investment power with
      respect to the shares beneficially owned.





**Security
      Ownership of Certain Beneficial Owners**




**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                and Nature**
              **of
                Beneficial Ownership**
            **Percentage
                of Class (1)**Common
                Stock
            Letiziano,
                Ernest W (2)
            1,000,000
                (6)
            24.38%Common
                Stock
            Donaldson,
                Thomas (3)
            601,000
            14.65%Common
                Stock
            Hillabrand,
                Hope E (4)
            501,000
            12.21%Common
                Stock
            Grad,
                Richard (5)
            401,000
            9.78%Preferred
                Stock
            Letiziano,
                Ernest W (2)
            2,500,000
            50%Preferred
                Stock
            Donaldson,
                Thomas (3)
            1,000,000
            20%Preferred
                Stock
            Hillabrand,
                Hope E (4)
            1,500,000
            30%




(1)
            Based
                on 4,102,000 shares of our common stock outstanding.(2)
            The
                address for Mr. Letiziano is 205 Worth Avenue, Suite 316, Palm Beach,
                Florida 33480.(3)
            The
                address for Mr. Donaldson is 9588 San Vittore St. Lake Worth, FL
                33467(4)
            The
                address for Ms. Hillabrand is PO Box 3191 Stuart, FL
                34995(5)
            The
                address for Mr. Grad is 8845 Karen Lee La Peoria, AZ
                85382(6)
            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.





**Security
      Ownership of Management**




**Title
                of Class**
            **Name
                and address of Beneficial Owner (1)**
            **Amount
                and Nature**
              **of
                Beneficial Ownership**
            **Percentage
                of Class**Common
                Stock
            Letiziano,
                Ernest W.
            1,000,000
                (2)
            24.38%
                (3)Preferred
                Stock
            Letiziano,
                Ernest W
            2,500,000
            50%
                (4)













(1)
            The
                address for each of the individuals listed in this table is 205 Worth
                Avenue, Suite 316, Palm Beach, Florida 33480.(2)
            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.(3)
            Based
                on 4,102,000 shares of our common stock outstanding.(4)
            Based
                on 5,000,000 shares of our preferred stock
                outstanding.




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




On
      February 2, 2005, we issued 100,000 shares to Scott Raleigh for services
      rendered as our founder. Such shares were issued in reliance on an exemption
      from registration under Section 4(2) of the Securities Act of 1933. These shares
      of our common stock qualified for exemption under Section 4(2) of the Securities
      Act of 1933 since the issuance shares by us did not involve a public offering.
      On July 8, 2005, Scott Raleigh transferred the 100,000 shares to Signet
      Entertainment Corporation pursuant to a stock purchase agreement and pursuant
      to
      an exemption from registration under Section 4(2) of the Securities Act of
      1933.
      Our current President, Director, and Executive Officer, Ernie Letiziano is
      the
      Director and Chief Executive Officer of Signet Entertainment Corporation. Scott
      Raleigh was our sole officer and director prior to the change in control and
      is
      deemed to be the sole promoter. Mr. Raleigh currently has no involvement with
      the Company.





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





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 more than 10% 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 (Two Hundred Thousand),
      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.




**PART
      IV**




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





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




(b)
            Exhibits




**Method
                  of Filing**
              
              **Exhibit
                  Number**
              
              **Exhibit
                  Title**Incorporated
                  by reference to Exhibit 2.1 to Amendment to Form 8k filed on July
                  12, 2005
                  (File No. 000-51185)
              
              2.1
              
              Stock
                  Purchase Agreement dated July 8, 2005 between Scott Raleigh and
                  Signet
                  Entertainment Corporation.Incorporated
                  by reference to the exhibit filed Amendment to Form 8k filed on
                  March 3,
                  2006 (File No. 000-51185).
              
              2.2
              
              First
                  Amendment to Stock Purchase Agreement and Share Exchange dated
                  September
                  8, 2005 between Signet International Holdings, Inc. and Signet
                  Entertainment Corporation.Incorporated
                  by reference to Exhibit 2.3 to Form SB-2 filed on September 22,
                  2006 (File
                  No. 333-134665)
              
              2.3
              
              Final
                  Amendment to Stock Purchase Agreement and Share Exchange dated
                  September
                  8, 2005 between Signet International Holdings, Inc. and Signet
                  Entertainment Corporation.

















Incorporated
                  by reference to Exhibit 3.1 to Form SB-2 filed on September 22,
                  2006 (File
                  No. 333-134665)
              
              3.1
              
              Restated
                  Certificate of Incorporation of Signet International Holdings,
                  Inc.Incorporated
                  by reference to Exhibit 3.2 to Form SB-2 filed on June 2, 2006
                  (File No.
                  333-134665)
              
              3.2
              
              By-LawsIncorporated
                  by reference to Exhibit 3.3 to Form SB-2 filed on November 6, 2006
                  (File
                  No. 333-134665)
              
              3.3
              
              Resolution
                  regarding pre-incorporation contracts.Incorporated
                  by reference to Exhibit 10.3 to Amendment No. 2 to Form SB-2 filed
                  on
                  September 22, 2006 (File No. 333-134665)
              
              10.1
              
              Management
                  Agreement with Triple Play Media, Inc.Incorporated
                  by reference to Exhibit 10.2 to Form SB-2 filed on June 2, 2006
                  (File No.
                  333-134665)
              
              10.2
              
              Management
                  Agreement with Big Vision, Inc.Incorporated
                  by reference to Exhibit 10.3 to Form SB-2 filed on June 2, 2006
                  (File No.
                  333-134665)
              
              10.3
              
              Screenplay
                  Purchase Agreement with FreeHawk Productions, Inc.
                  (rescinded)Incorporated
                  by reference to Exhibit 10.3 to Amendment No. 2 to Form SB-2 filed
                  on
                  September 22, 2006 (File No. 333-134665)
              
              10.4
              
              Mutual
                  Agreement to Rescind Agreement with FreeHawk Productions,
                  Inc.Incorporated
                  by reference to Exhibit 10.3 to Amendment No. 2 to Form SB-2 filed
                  on
                  September 22, 2006 (File No. 333-134665)
              
              10.5
              
              Landlord
                  LetterFiled
                  herewith
              
              14
              
              Code
                  of EthicsFiled
                  herewith
              
              31.1
              
              Certification
                  of Ernest W. Letiziano pursuant to 18 U.S.C. Section 1350 as adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.Filed
                  herewith
              
              32.1
              
              Certification
                  of Ernest W. Letiziano pursuant to 18 U.S.C. Section 1350 as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.




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




We
      paid
      or accrued the following fees in each of the prior two fiscal years to our
      principal accountant S. W. Hatfield, CPA of Dallas, Texas:




Year
                ended
              December
                31,
            
            Year
                ended
              December
                31,2006
            
            2005(1)          Audit
                fees
            
            $
            31,063
            
            $
            9,250-(2)          Audit-related
                fees
            
            
            -
            
            
            -(3)          Tax
                fees
            
            
            2,875
            
            
            -(4)          All
                other fees
            
            
            -
            
            
            -Totals
            
            $
            33,938
            
            $
            9,250-











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




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




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




The
      Board
      reviewed the audited consolidated financial statements of the Company as of
      and
      for the year ended December 31, 2006 and 2005, with management and the
      independent auditors. Management has the sole ultimate responsibility for the
      preparation of the Company’s financial statements and the independent auditors
      have the responsibility for their examination of those statements.




Based
      on
      the above-mentioned review and discussions with the independent auditors and
      management, the Board of Directors approved the Company’s audited consolidated
      financial statements and recommended that they be included in its Annual Report
      on Form 10-KSB for the year ended December 31, 2006, for filing with the
      Securities and Exchange Commission.




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










**Signet
        International Holdings, Inc.**
 (a
        development stage company)
   **Contents**
 Page**Report
                    of Independent Registered Certified Public Accounting Firm**
                F-2**Annual
                    Consolidated Financial Statements**Consolidated
                    Balance Sheetsas
                    of
                    December 31, 2006 and 2005
                F-3Consolidated
                    Statements of Operations and Comprehensive Lossfor
                    the
                    years ended December 31, 2006 and 2005 andfor
                    the
                    period from October 17, 2003 (date of inception) through December
                    31, 2006
                F-4Consolidated
                    Statement of Changes in Shareholders’ Equityfor
                    the
                    period from October 17, 2003 (date of inception) through December
                    31, 2006
                F-5Consolidated
                    Statements of Cash Flowsfor
                    the
                    years ended December 31, 2006 and 2005 andfor
                    the
                    period from October 17, 2003 (date of inception) through December
                    31, 2006
                F-6Notes
                    to Consolidated Financial Statements
                F-7
    F-1
  **Letterhead
          of S. W. Hatfield, CPA**
  **Report
          of Independent Registered Certified Public Accounting
          Firm**
 
 
 Board
            of
            Directors and Stockholders
 Signet
            International Holdings, Inc.
 
 We
            have
            audited the accompanying consolidated balance sheets of Signet International
            Holdings, Inc. (a Delaware corporation and a development stage company)
            and
            Subsidiary (a Florida corporation) as of December 31, 2006 and 2005 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, 2006 and 2005 and
            for the
            period from October 17, 2003 (date of inception) through December 31,
            2006,
            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, 2006 and
            2005 and
            the results of its consolidated operations and its consolidated cash
            flows each
            of the years ended December 31, 2006 and 2005 and for the period from
            October 17, 2003 (date of inception) through December 31, 2006, 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
          16,
          2007
   F-2
  **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Consolidated
          Balance Sheets**
 December
          31, 2006 and 2005
  December
                    31,
                
                December
                    31,2006
                
                2005**ASSETS****Current
                    Assets**Cash in bank
                
                $
                153,847
                
                $
                401,370**Total
                    Assets**
                
                $
                153,847
                
                $
                401,370**LIABILITIES
                    AND SHAREHOLDERS’ EQUITY (DEFICIT)****Liabilities****Current Liabilities**Note
                    payable
                
                $
                -
                
                $
                90,000Accounts
                  payable - trade
                
                
                26,543
                
                
                -Other
                    accrued liabilities
                
                
                88,375
                
                
                33,939Accrued
                    officer compensation
                
                
                216,170
                
                
                148,420**Total
                    Current Liabilities**
                
                
                331,088
                
                
                272,359**Commitments
                    and Contingencies****Shareholders’
                    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.4,102,000 and 3,887,000 sharesissued and outstanding, respectively
                
                
                4,102
                
                
                3,887Additional paid-in capital
                
                
                737,592
                
                
                522,807Deficit accumulated during the development stage
                
                
                (923,895
                )
                
                (402,683
                )**Total Shareholders’ Equity (Deficit)**
                
                
                (177,201
                )
                
                (129,011
                )**Total Liabilities and Shareholders’ Equity**
                
                $
                153,887
                
                $
                401,370
  The
          accompanying notes are an integral part of these financial
          statements.
   F-3
   
   **Signet
          International Holdings, Inc. and Subsidiary**
 (a
          development stage company)
 **Consolidated
          Statements of Operations and Comprehensive Loss**
 Years
          ended December 31, 2006 and 2005 and
 Period
          from October 17, 2003 (date of inception) through December 31, 2006
  Year
                    ended
                  December
                    31,
                
                Year
                    ended
                  December
                    31,
                
                Period
                    from
                  October
                    17, 2003
                  (date
                    of inception)
                  through
                  December
                    31,2006
                
                2005
                
                2006**Revenues**
                
                $
                -
                
                $
                -
                
                $
                -**Expenses**Organizational and formation expenses
                
                
                -
                
                
                48,991
                
                
                89,801Officer compensation
                
                
                70,000
                
                
                70,000
                
                
                221,670Other salaries
                
                
                35,375
                
                
                10,750
                
                
                70,625Other general and administrative expenses
                
                
                411,441
                
                
                97,462
                
                
                532,839**Total expenses**
                
                
                516,816
                
                
                227,203
                
                
                914,935**Loss
                    from operations**
                
                
                (516,816
                )
                
                (227,203
                )
                
                (914,935
                )**Other
                    income (expense)**Interest expense
                
                
                (4,436
                )
                
                (4,564
                )
                
                (9,000
                )**Loss
                    before provision for income taxes**
                
                
                (521,252
                )
                
                (231,767
                )
                
                (923,935
                )**Provision
                    for income taxes**
                
                
                -
                
                
                -
                
                
                -**Net
                    Loss**
                
                
                (521,252
                )
                
                (231,767
                )
                
                (923,935
                )**Other
                    Comprehensive Income**
                
                
                -
                
                
                -
                
                
                -**Comprehensive
                    Loss**
                
                $
                (521,252
                )
                $
                (231,767
                )
                $
                (923,935
                )Loss
                    per share of common stockoutstanding
                    computed on net loss -basic
                    and fully diluted
                
                $
                (0.13
                )
                $
                (0.07
                )
                $
                (0.25
                )Weighted-average
                    number of sharesoutstanding
                    - basic
                    and fully diluted
                
                
                3,992,863
                
                
                3,546,907
                
                
                3,654,526
  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, 2006
  Preferred
                      Stock
                  
                  Common
                      Stock
                  
                  Additional
                    paid-in
                  
                  Deficit
                    Accumulated
                    during
                      the
                    development
                  
                  Stock
                    subscriptionShares
                  
                  Amount
                  
                  Shares
                  
                  Amount
                  
                  capital
                  
                  stage
                  
                  receivable
                  
                  Total**Stock
                      issued at formation of****Signet
                      International****Holdings,
                      Inc.**
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  100,000
                  
                  $
                  100
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  100**Effect
                      of reverse merger****transaction
                      with
                      Signet****Entertainment
                      Corporation**
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  3,294,000
                  
                  
                  3,294
                  
                  
                  33,416
                  
                  
                  -
                  
                  
                  -
                  
                  
                  40,710Capital
                      contributed tosupport operations
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,444
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,444Net
                      loss for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (59,424
                  )
                  
                  -
                  
                  
                  (59,424
                  )**Balances
                      at****December 31, 2003**
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  3,394,000
                  
                  
                  3,394
                  
                  
                  36,860
                  
                  
                  (59,424
                  )
                  
                  -
                  
                  
                  (15,170
                  )Common stock sold pursuantto a private placement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  70,000
                  
                  
                  70
                  
                  
                  34,930
                  
                  
                  -
                  
                  
                  (35,000
                  )
                  
                  -Capital contributed tosupport operations
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  20,492
                  
                  
                  -
                  
                  
                  -
                  
                  
                  20,492Net loss for the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (111,492
                  )
                  
                  -
                  
                  
                  (111,492
                  )**Balances
                      at****December 31, 2004**
                  
                  
                  4,000,000
                  
                  
                  4,000
                  
                  
                  3,464,000
                  
                  
                  3,464
                  
                  
                  92,282
                  
                  
                  (170,916
                  )
                  
                  (35,000
                  )
                  
                  (106,170
                  )Issuance of preferred stockfor services
                  
                  
                  1,000,000
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  -
                  
                  
                  8,519
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,519Common stock sold pursuantto an August 2005 privateplacement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  57,000
                  
                  
                  57
                  
                  
                  513
                  
                  
                  -
                  
                  
                  -
                  
                  
                  570Adjustment for stock sold atless than “fair value”
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  56,430
                  
                  
                  -
                  
                  
                  -
                  
                  
                  56,430Common stock sold pursuantto a September 2005 privateplacement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  366,000
                  
                  
                  366
                  
                  
                  365,634
                  
                  
                  -
                  
                  
                  -
                  
                  
                  366,000Cost of obtaining capital
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (10,446
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  (10,446
                  )Collections on stocksubscription receivable
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  35,000
                  
                  
                  35,000Capital contributed tosupport operations
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,875
                  
                  
                  -
                  
                  
                  -
                  
                  
                  9,875Net loss for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (231,767
                  )
                  
                  -
                  
                  
                  (231,767
                  )**Balance
                      at****December
                      31, 2005**
                  
                  
                  5,000,000
                  
                  $
                  5,000
                  
                  
                  3,887,000
                  
                  $
                  3,887
                  
                  $
                  522,807
                  
                  $
                  (402,683
                  )
                  
                  
                  
                  $
                  $129,011
  -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)**
 Period
            from October 17, 2003 (date of inception) through December 31, 2006
 Preferred
                    Stock
                
                Common
                    Stock
                
                Additional
                  paid-in
                
                Deficit
                  Accumulated
                  during
                    the
                  development
                
                Stock
                  subscriptionShares
                
                Amount
                
                Shares
                
                Amount
                
                capital
                
                stage
                
                receivable
                
                Total
 Common
                    stock sold pursuantto a September 2005 privateplacement memorandum
                
                
                -
                
                
                -
                
                
                15,000
                
                
                15
                
                
                14,985
                
                
                -
                
                
                -
                
                
                15,000Purchase of treasury stock
                
                
                -
                
                
                -
                
                
                (15,000
                )
                
                (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
                )**Balance
                    at****December 31, 2006**
                
                
                5,000,000
                
                $
                5,000
                
                
                4,102,000
                
                $
                4,102
                
                $
                737,592
                
                $
                (923,935
                )
                
                -
                
                $
                (177,241
                )
  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, 2006 and 2005 and
 Period
          from October 17, 2003 (date of inception) through December 31, 2006
  Year
                      ended
                    December
                      31,
                  
                  Year
                      ended
                    December
                      31,
                  
                  Period
                      from
                    October
                      17, 2003
                    (date
                      of inception)
                    through
                    December
                      31,2006
                  
                  2005
                  
                  2006**Cash
                      Flows from Operating Activities**Net loss for the period
                  
                  $
                  (521,252
                  )
                  $
                  (231,767
                  )
                  
                  (923,935
                  )Adjustments to reconcile net lossto net cash provided by operating activitiesDepreciation
                      and amortization
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Organizational
                      expenses paidwith issuance of common stock
                  
                  
                  -
                  
                  
                  9,519
                  
                  
                  50,810Expenses
                      paid with issuance of common stock
                  
                  
                  250,000
                  
                  
                  56,430
                  
                  
                  306,430Increase
                      (Decrease) inAccounts
                    payable - trade
                  
                  
                  26,543
                  
                  
                  -
                  
                  
                  26,543Accrued
                      liabilities
                  
                  
                  54,436
                  
                  
                  9,439
                  
                  
                  88,375Accrued
                      officers compensation
                  
                  
                  67,750
                  
                  
                  66,750
                  
                  
                  216,170**Net
                      cash used in operating activities**
                  
                  
                  (122,523
                  )
                  
                  (89,629
                  )
                  
                  (235,607
                  )**Cash
                      Flows from Investing Activities**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**Cash
                      Flows from Financing Activities**Proceeds from note payable
                  
                  
                  -
                  
                  
                  90,000
                  
                  
                  90,000Repayment
                    of note payable
                  
                  
                  (90,000
                  )
                  
                  -
                  
                  
                  (90,000
                  )Proceeds from sale of common stock
                  
                  
                  15,000
                  
                  
                  401,570
                  
                  
                  416,089Cash paid to acquire capital
                  
                  
                  -
                  
                  
                  (10,447
                  )
                  
                  (10,447
                  )Purchase
                    of treasury stock
                  
                  
                  (50,000
                  )
                  
                  -
                  
                  
                  (50,000
                  )Capital contributed to support operations
                  
                  
                  -
                  
                  
                  9,876
                  
                  
                  33,812**Net
                      cash (used in) financing activities**
                  
                  
                  (125,000
                  )
                  
                  490,999
                  
                  
                  389,454**Increase
                      (Decrease) in Cash**
                  
                  
                  (247,523
                  )
                  
                  401,370
                  
                  
                  153,847Cash
                      at beginning of period
                  
                  
                  401,370
                  
                  
                  -
                  
                  
                  -**Cash
                      at end of period**
                  
                  $
                  153,847
                  
                  $
                  401,370
                  
                  $
                  153,847**Supplemental
                      Disclosure of****Interest
                      and
                      Income Taxes Paid**Interest
                      paid
                      for the year
                  
                  $
                  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, 2006 and 2005
  **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 $924,000.
 
 
 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**
 December
            31, 2006 and 2005
   **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, 2006 and 2005, 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**
 December
            31, 2006 and 2005
 **Note
            D - Summary of Significant Accounting Policies - Continued**
 
 5.
                  Income
                      Taxes-
                      continued
 
 As
            of
            December 31, 2006 and 2005, 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, 2006 and 2005, and subsequent thereto, the Company’s issued and
            outstanding preferred stock is considered anti-dilutive due to the Company’s net
            operating loss position.
   **Note
            E - Fair Value of Financial Instruments**
 
 The
            carrying amount of cash, accounts receivable, accounts payable and notes
            payable, as applicable, approximates fair value due to the short term
            nature of
            these items and/or the current interest rates payable in relation to
            current
            market conditions.
 
 Interest
            rate risk is the risk that the Company’s earnings are subject to fluctuations in
            interest rates on either investments or on debt and is fully dependent
            upon the
            volatility of these rates. The Company does not use derivative instruments
            to
            moderate its exposure to interest rate risk, if any.
 
 Financial
            risk is the risk that the Company’s earnings are subject to fluctuations in
            interest rates or foreign exchange rates and are fully dependent upon
            the
            volatility of these rates. The company does not use derivative instruments
            to
            moderate its exposure to financial risk, if any.
 
 
 **Note
            F - Note Payable**
 
 Note
            payable consists of the following at December 31, 2006 and 2005,
            respectively:
 December
                    31.
                
                December
                    31.2006
                
                2005$90,000
                    note payable to an individual. Interest at 10.0%.Principal
                    and
                    accrued interest due at maturity onJuly
                    1,
                    2006. Collateralized by controlling interestin
                    the
                    common stock of Signet International Holdings,Inc.
                  (formerly
                  51142, Inc.). Note fully funded in July 2005and
                    paid in full in May 2006
                
                $
                -
                
                $
                90,000
  
 F-10
   **Signet
            International Holdings, Inc. and Subsidiary**
 (a
            development stage company)
 **Notes
            to Consolidated Financial Statements**
 December
            31, 2006 and 2005
   **Note
          G - Income Taxes**
 The
                components of income tax (benefit) expense each of the years ended
                December 31,
                2006 and 2005 and for the period from October 17, 2003 (date of inception)
                through December 31, 2006, are as follows:
 Year
                    ended
                
                Year
                    ended
                
                Period
                    from
                  October
                    17, 2003
                  (date
                    of inception)
                  throughDecember
                    31,
                
                December
                    31,
                
                December
                    31,2006
                
                2005
                
                2006Federal:Current
                
                $
                -
                
                $
                -
                
                $
                -Deferred
                
                
                -
                
                
                -
                
                
                -State:Current
                
                
                -
                
                
                -
                
                
                -Deferred
                
                
                -
                
                
                -
                
                
                --
                
                
                -Total
                
                $
                -
                
                $
                -
                
                $
                -
  As
                of
                December 31, 2006, the Company has a net operating loss carryforward
                of
                approximately $441,000 for Federal and State income tax purposes..
                The amount
                and availability of any future net operating loss carryforwards may
                be subject
                to limitations set forth by the Internal Revenue Code. Factors such
                as the
                number of shares ultimately issued within a three year look-back
                period; whether
                there is a deemed more than 50 percent change in control; the applicable
                long-term tax exempt bond rate; continuity of historical business;
                and
                subsequent income of the Company all enter into the annual computation
                of
                allowable annual utilization of the carryforwards.
 
 The
                Company's income tax expense (benefit) for each of the years ended
                December 31,
                2006 and 2005 and for the period from October 17, 2003 (date of inception)
                through December 31, 2006, 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
                    31,2006
                
                2005
                
                2006Statutory
                    rate applied to income before income taxes
                
                $
                (177,000
                )
                $
                (78,800
                )
                $
                (137,000
                )Increase
                    (decrease) in income taxes resulting from:State income taxes
                
                
                -
                
                
                -
                
                
                -Non-deductible officers compensation
                
                
                23,800
                
                
                23,800
                
                
                74,600Non-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
                
                
                111,500
                
                
                55,000
                
                
                700Income
                    tax expense
                
                $
                -
                
                $
                -
                
                $
                -
 
  F-11
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2006 and 2005
   **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, 2006 and 2005, respectively:
 December
                    31,
                
                December
                    31,2006
                
                2005Deferred
                    tax assetsNet operating loss carryforwards
                
                $
                150,000
                
                $
                67,000Officer compensation deductible when paid
                
                
                74,600
                
                
                50,500Less valuation allowance
                
                
                (224,600
                )
                
                (117,500
                )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.LiquidationPreference
                    Upon
                        the liquidation, dissolution and winding up of the Company,
                        whether
                        voluntary or involuntary, the holders of the Series A Super
                        Preferred
                        Stock then outstanding shall be entitled to, on a pro-rata
                        basis with the
                        holders of common stock, distributions of the assets of the
                        Corporation,
                        whether from capital or from earnings available for distribution
                        to its
                        stockholders.
  The
            Board
            of Directors has the authority, without further action by the shareholders,
            to
            issue, from time to time, preferred stock in one or more series for such
            consideration and with such relative rights, privileges, preferences
            and
            restrictions that the Board may determine. The preferences, powers, rights
            and
            restrictions of different series of preferred stock may differ with respect
            to
            dividend rates, amounts payable on liquidation, voting rights, conversion
            rights, redemption provisions, sinking fund provisions and purchase funds
            and
            other matters. The issuance of preferred stock could adversely affect
            the voting
            power or other rights of the holders of common stock.
 
 On
            October 20, 2003, in conjunction with the formation and incorporation
            of Signet
            Entertainment Corporation, SIG issued 4,000,000 shares of preferred stock
            to the
            incorporating persons. This transaction was valued at approximately $40,000,
            which approximates the value of the services provided.
 
 On
            July
            19, 2005, the Company issued 1,000,000 shares of preferred stock to an
            existing
            shareholder and Company officer for services related to the organization
            and
            structuring of the Company and it’s proposed business plan. This transaction was
            valued at approximately $10,000, which approximates the value of the
            services
            provided.
 
 Concurrent
            with the reverse merger transaction, these shareholders exchanged their
            Signet
            Entertainment Corporation preferred stock for equivalent shares of Signet
            International Holdings, Inc. Series A Super Preferred stock, as described
            above.
   F-12
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2006 and 2005
  **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.
 
 
 **Note
            J - Commitments**
 
 Leased
            office space
 
 The
            Company operates from leased office facilities at 205 Worth Avenue, Suite
            316
            Palm Beach, FL 33480 under an operating lease. The lease agreement was
            originally expired to expire in July 2009 and has been subsequently amended
            to a
            month-to-month basis. The lease requires monthly payments of approximately
            $928.
            The Company is not responsible for any additional charges for common
            area
            maintenance.
 
 The
            Company also reimburses two non-executive personnel for the use of their
            personal home offices, which are not exclusive to the Company’s business, at
            approximately $250 per month. These agreements are on a month-to-month
            basis.
     F-13
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2006 and 2005
  **Note
            J - Commitments - Continued**
 
 Leased
            office space - continued
 
 For
            the
            respective years ended December 31, 2006 and 2005, the Company paid an
            aggregate
            of $34,755 and $16,738 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 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.
    F-14
   **Signet
              International Holdings, Inc. and Subsidiary**
 (a
              development stage company)
 **Notes
              to Consolidated Financial Statements**
 December
              31, 2006 and 2005
    **Note
            J - Commitments - Continued**
 
 Big
            Vision Management Contract
 
 On
            July
            22, 2005, Signet Entertainment entered into a Management Agreement with
            Big
            Vision Studios, a Nevada Limited Liability Company (Big Vision) located
            in both
            Las Vegas, Nevada and Burbank, California whereby Big Vision will be
            the
            exclusive supplier of High Definition Equipment and Studio rental for
            Signet.
            This agreement is for a period of one (1) year, commencing with the submission
            by Signet’s of evidence of the total capital funds required for the
            establishment of Signet’s Network including providing funds for the budgeted
            operations of the business for the term of this agreement plus extensions
            to Big
            Vision, with an automatic extension of an additional five years unless
            the
            dissenting parry gives proper notice. Signet has agreed to pay a reduced
            fee to
            Big Vision, at a discount negotiated off of Big Vision’s published standard rate
            card, for the first year of Signer’s operations. After the initial year, Signet
            has agreed to pay Big Vision based on Big Vision’s published standard rate card
            at that point in time plus an additional 15% in consideration of Big
            Vision’s
            concession in rates for the first year. Signet has agreed to continue
            paying
            pursuant to Big Vision’s published standard rate card plus 15% for as long as
            this agreement is in place. All fees will be paid as they become due
            and payable
            according to Big Vision’s requirements.
 
 Broadcast
            Property Acquisition
 
 On
            April
            13, 2006, Signet executed a Letter of Agreement to Purchase with Freehawk
            Productions, Inc. of Royal Palm Beach, Florida whereby Signet would acquire
            20
            original one-half hour screenplays and four (4) additional episodes per
            screenplay for a total of 100 separate broadcast properties to be delivered
            over
            a 36-month period from April 13, 2006. The agreed-upon purchase price
            for the
            total 20 one half-hour ready-to-air shows and the accompanying supplemental
            80
            one half- hour ready-to-air episodes is $3,000,000.00. This price includes
            all
            of the rights, title and privileges related to the ownership of said
            broadcast
            properties. On August 19, 2006, by mutual agreement, Signet and Freehawk
            rescinded this Agreement and intend to enter into a restructured agreement
            in a
            future period.
 
 
 (Remainder
              of this page left blank intentionally)
 
 
 
 (Signatures
              follow on next page)
     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. Letiziano**ERNEST
                W. LETIZIANO**Chief
                Executive Officer
              Chief
                Financial Officer






Dated:
            March
                26, 2007




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




**Name**
            **Title**
            **Date***/s/
                Ernest W. Letiziano*
              **Ernest
                W. Letiziano**
            Chief
                Executive Officer
              Chief
                Financial Officer,
              and
                Director
            March
                26, 2007