Golden Ally Lifetech Group, Inc. - Annual Report: 2014 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

Form 10-K

(Mark one)

x   Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended December 31, 2014

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: 0-51185

Signet International Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Securities registered pursuant to Section 12 (b) of the Act - None

Securities registered pursuant to Section 12(g) of the Act: - Common Stock - $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o No x

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period the Company 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post files).  Yes o    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x   No o

The aggregate market value of voting and non-voting common equity held by non-affiliates as of March 23, 2014 was approximately $ $170,140 based upon 4,253,500 shares held by non-affiliates and a closing market price of $0.04 per share on February 6. 2015, as quoted at www.bigcharts.com.

As of March 25, 2015, there were 10,402,145 shares of Common Stock issued and outstanding.

Signet International Holdings, Inc.

Form 10-K for the Year ended December 31, 2014

Index to Contents

Caution Regarding Forward-Looking Information

Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

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

Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

PART I

Item 1 - Description of Business

Formation and History

We were incorporated in the State of Delaware under the name 51142 Inc. on February 2, 2005 as a blank check company to engage in any lawful corporate undertaking,  including, but not limited to, selected mergers and acquisitions.

On July 8, 2005, pursuant to the terms of a Stock Purchase Agreement, Signet Entertainment Corporation, a Florida corporation, purchased all of our issued and outstanding common stock for cash consideration of $36,000.  Subsequently, we changed our name to Signet International Holdings, Inc.

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

Our business plan has been and continues to be oriented towards the building of a new broadcast media group comprised of television stations and complimentary syndication and production companies serving mid- to large- sized U.S. markets. Upon the successful completion of our capital raising efforts to adequately fund the implementation of our business plan we intend to grow into one of the most significant and diversified television broadcasting companies in the country today. Our business plan focuses on three complimentary segments: ownership and operations of various television stations, ownership of a programming and syndication company and the ownership and operation of a television production company.

Currently, we only have a single wholly-owned subsidiary, Signet Entertainment Corporation (SIG), which was incorporated on October 17, 2003 for the purpose of launching a gaming and entertainment television network.  We will purchase, lease, and employ the apparatus, equipment, and personnel necessary to establish the network.  The network intends to cover major Poker and Blackjack tournaments as well as other major high stakes casino games.  The network also intends to 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.

Broadcast and Intellectual Properties

On April 13, 2006, we purchased the exclusive rights to 20 titled half-hour screen plays representing original programming from FreeHawk Productions, Inc. (FreeHawk).  On August 19,  2006, by mutual agreement, Signet and FreeHawk rescinded this agreement.  On April 20, 2007, the Company entered into a new purchase agreement with FreeHawk for 100% of the rights to 21 separate television series to be produced by FreeHawk exclusively for Signet.  The total consideration paid by us for these rights was 270,000  shares of restricted, unregistered common stock and a $50,000 open account payable.  Based on an independent third-party appraisal, we valued this transaction  at approximately $2,870,625.  The common stock was issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no  underwriter was used in this transaction.

On May 22, 2007, the Company acquired the exclusive television rights to “Tales From The moe.Republic” , by John E. Derhak.  This full -length novel is in the process of  being published and is currently being sold in an abridged, autographed limited edition through the website www.moerepublic.org.  We paid consideration of 113,662 shares of our restricted, unregistered common stock and a $25,000 open accounts payable for these rights.  Based on an independent third -party  appraisal, the Company valued this transaction at approximately $1,136,600.  The common stock was issued pursuant to an exemption from registration under Section 4(2) of  the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

Broadcast technology

On April 6, 2009, the Company entered into an Exclusive Licensing Agreement (Agreement) with Kerner Broadcasting Corporation, a Nevada Corporation (KBC) and Signet Entertainment Corporation, the Company’s wholly-owned subsidiary.  Pursuant to the Agreement, KBC granted the Company, through its subsidiary, the exclusive, nontransferable right and license to use, market, sell, and otherwise commercialize KBC’s 3-Dimension (3-D) television technology.

On April 9, 2010, one of the principals of KBC confirmed to the Company that at the time it entered into the Agreement with us, KBC did not own the rights to the above referenced 3D technology and that KBC has since ceased all operations and has been dissolved as a corporation.  We, in consultation with our legal counsel, are considering all available legal remedies that may be available as a consequence of KBC's conduct relative to this matter.  However, the possibility of any recovery from an action we initiate may be remote.

As our management believes that this technology will be the next breakthrough in television production and broadcasting, we have started preliminary confidential negotiations with two other 3D technology developers that we believe have a viable product in an effort to obtain the required technology for the continued development of 3D TV Network.

Defined Business Model and Plan of Future Undertakings

Signet International Holdings’ ultimate objective is to acquire whether by affiliation or asset purchase TV stations and/or TV Networks. Additionally, the company will pursue the acquisition of syndication and distribution entities along with film libraries and other intellectual properties along with original programming. The conclusive outcome of our business archetypically will be to take advantage of digital multiplexing distribution of TV programming of a TV Network.  The Company will also endeavor to identify advanced cutting-edge technology in the 4-D volumetric delivery applications of which will be designed to be adapted for Computer, Television and Motion Pictures, Mobile devises and other applications. Once combined, these two missions, (TV Network and 4-D Applications,) will set our company distinctively aside and well apart from others.

THE ACQUISITION OF 4-D INTERACTIVE, LLC

On January 11, 2011 we executed a contract with 4-D Interactive, LLC a Florida Corporation active in the technology of volumetric advancements in mathematical applications as described below. The company is now a wholly owned subsidiary of Signet International Holdings, Inc.

4-D Volumetric Inventions. We have 2 fundamental inventions applicable to computers, television and movie theatres.  It is important to note that these advances in media technology are “auto stereoscopic” and therefore do not require the use of glasses of any kind to enjoy their visual affects properties.

These inventions are:

A combination of these two inventions totally changes our everyday experience. Watching a computer screen as well as TV screen and a Motion Picture screen becomes totally autonomous. Viewing on the same display, one user can, in the case of a computer: watch a streaming TV production while another person can browse the Internet and yet another can write a letter. All do it at the same time. No one sees what you see. You do not see what others see. This same effect is obtainable in Theaters and TV.

Item 1A - Risk Factors

Not applicable

Item 1B - Uncleared Staff Comments

None

Item 2 - Description of Property

We currently operate from leased office facilities at 205 Worth Avenue, Suite 316 Palm Beach, FL 33480 under an operating lease.  This lease agreement expired  in March 2014 but has been extended for the next three years.    The lease currently requires monthly payments of approximately $1,000 and we are not responsible for any additional charges for common area maintenance.

We also reimburse two non-executive personnel for the use of their personal home offices, which are not exclusive to the Company s business, at approximately $250 per month.  These agreements are on a month -to-month basis.

For the respective years ended December 31, 2014 and 2013, we paid or accrued an aggregate of $35,720 and $33,835 for rent under these agreements.

Item 3 - Legal Proceedings

At the current time, we are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.  From time to time, in the future, we may become subject to various legal proceedings that would be incidental to the ordinary conduct of our business. At this time, we do not anticipate that any such proceedings, if any, either individually or in the aggregate, would be material to its business or likely to result in a material adverse effect on its future operating  results, financial condition, or cash flows.

Item 4 - (Removed and Reserved).

None

PART II

Item 5 - Market for Company s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

We filed a request for clearance of quotations on the OTC Bulletin Board under SEC Rule 15c2-11, Subsection (a)(5) with NASD Regulation Inc.  On March 7, 2007, we were issued a clearance letter and the trading symbol “SIGN” was issued on our common stock.

We have a limited trading market exists for our equity securities.  As such, the market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control.  In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our  actual or projected performance.

The ask/high and bid/low information for each calendar quarter in the previous two (2) years, as obtained from www.bigcharts.com, are as follows:

Dividends

Holders of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock to our stockholders for the foreseeable future.

Equity Compensation Plan Information

We do not have any plans, formal or informal, to provide compensation under which our equity securities are authorized for issuance:

Equity compensation plans approved by security holders - None

Equity compensation plans not approved by security holders - None

Transfer Agent

Our independent stock transfer agent is Olde Monmouth Stock Transfer Co., Inc.  Their address is 200 Memorial Parkway, Atlantic Highlands, N.J. 07716.  Their contact numbers are (732) 872-2727 for voice calls and (732) 872-2728 for fax transmissions.

Recent Sales of Unregistered Securities

On April 16, 2007, we issued 270,000 shares of unregistered, restricted common stock for the acquisition of certain broadcast and other production rights. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On May 2, 2007, we sold, in a private transaction, 6,800 shares of unregistered, restricted common stock at a price of $1.00 per share for cash.  These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On May 22, 2007, we issued 113,662 shares of unregistered, restricted common stock for the acquisition of intellectual properties related to literary works. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On August 30, 2007, we sold, in a private transaction, 12,500 shares of unregistered, restricted common stock at a price of $1.00 per share for cash. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On June 5, 2008, we sold, in a private transaction, 3,000 shares of unregistered, restricted common stock for cash proceeds of $800, which approximated the fair value and closing quoted price of the Company s common stock on the transaction date.  These shares were sold pursuant to an exemption from registration under Section  4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On July 24, 2008, we issued 20,000 shares of unregistered, restricted common stock as a deposit on and in consideration for a Purchase Option Agreement executed on July 23, 2008 with a TV distribution and syndication company.  The deposit/option fee will be deducted from the total 100,000 shares of unregistered, restricted  common stock to be issued upon closing of the transaction upon exercise of the option.  The total shares issued and to be issued are part of the terms of the Purchase  Option Agreement that specifies a total purchase price of $3.0 million plus a management contract to be in place shortly after closing.  The terms of the management contract require a payment of $20,000 per month to the present manager/owner.  The term of Purchase Option Agreement is one year from date of execution.

On August 19, 2008, we sold, in a private transaction, 5,000 shares of unregistered, restricted common stock for cash proceeds of $3,000, which approximated the  fair value and closing quoted price of our common stock on the transaction date.  These shares were sold pursuant to an exemption from registration under  Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On August 22, 2008, we sold, in a private transaction, 174,000 shares of unregistered, restricted common stock for cash proceeds of $55,000, which approximated  the fair value and closing quoted price of the Company's common stock on the transaction date.  These shares were sold pursuant to an exemption from registration under  Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On May 5, 2009, we sold, in a private transaction, 25,000 shares of unregistered, restricted common stock for cash proceeds of $25,000, which approximated the fair value and closing quoted price of the Company's common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On August 4, 2009, we issued 1,000 shares of unregistered, restricted common stock in payment of consulting fees valued at $1,000, which approximated the fair value and closing quoted price of the Company's common stock on the transaction date, to an unrelated individual.   These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 18, 2009, in connection with an Asset Purchase Agreement, we issued 100,000 shares of common stock valued at $5.00 per share as a down payment against the Agreement.  These shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On October 26, 2009, pursuant to an Investment Agreement executed on October 23, 2007, we sold 89,260 shares of the Company’s common stock for cash proceeds of approximately $31,241 or $0.35 per share, which approximated the “fair value” of the Company’s common stock on the date of the transaction.  This transaction was in accordance with a Registration Rights Agreement executed on November 5, 2007 with a Private Equity Fund whereby the Company agreed to sell an indeterminate amount of its shares to the Fund and provided for the registration of said shares pursuant to a Registration Statement on Form SB-2 under the Securities Act of 1933 as amended.  The Company incurred costs of raising capital of approximately $5,300 on this transaction.

On April 7 and 14, 2010 the Company issued in private transactions 447,050 of unregistered, restricted common stock for services with proceeds of $28,860.00 cash which includes 325,000 common shares issued to the company’s new Chief Operating Officer and 50,000 shares issued to the company’s Corporate Counsel in lieu of salary and professional service fees.  The issue of common stock reflects the company’s par value of its common stock.  These shares were issued in consideration for services performed for the company and issued pursuant to tan exemption for registration under Section 4(2) of the securities Act of 1933, as amended.

On May 25, 2010 the Company, pursuant to an executed Binding Letter of Intent dated May 25, 2010 issued 100 shares of the Company’s Common Stock to Pllx3, Inc. a California corporation in consideration for the acquisition of Pllx3, Inc. the closing to be on or before December 31, 2010.

On August 2, 2010 the Company, pursuant to an Investment Agreement executed on October 23, 2007, issued 14,000 shares of the Company’s Common Stock.  This transaction was in accordance with a Registration Rights Agreement executed on November 5, 2007 with a Private Equity Fund whereby the Company agreed to sell an indeterminate amount of its shares to the Fund and to provide registration rights under the Securities Act of 1933 as amended.

On September 1, 2010 the Company sold, in a private transaction, 14,285 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company's common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 2, 2010 the Company sold, in a private transaction, 2,000 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 9, and 24, 2010 the Company sold, in a private transaction, 73,745 shares of unregistered , restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

Pursuant to the Company's registration filing, Sb-2 effective February 2, 2007, the Company issued restricted common stock to its founders who contributed their efforts in the formation of the company.  By July 2007, the company learned that one founder had unscrupulously attempted to conspire with others to sell all or part of his restricted 151,000 shares.   It became apparent that the shareholder had no intentions of assisting the company as promised.  Consequently, the Company issued a demand for the return of issued shares. On September 17, 2007, the Company filed a brief with the Dallas County Court, Texas petitioning for the return of the Company's remaining shares of stock. On October 1, 2007 as a result of a court ordered mediation, the Company was granted rescission of all the remaining 146,000 shares and imposed other constraints upon the defendant.   On January 18, 2008, the defendant filed a Motion for a New Trial in Dallas, Texas.   On September 29, 2010 the Federal Court for the Northern District of Texas denied the defendant’s appeal and ordered the return of the Company’s stock.

On October 15, 2010 The Company issued 50,000 shares of unregistered, restricted common stock in consideration for the obtaining legal filings to recover the Federal Court for the Northern District of Texas awarded return of the Company’s stock.  The issued stock value approximated the fair value and closing quoted price of the Company’s common stock on the issue date. These shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On December 29, 2010 The Company sold in a private transaction, 6,000 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On March 1, 2011 The Company sold in a private transaction, 16,700 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On March 3, 2011 The Company issued 1.0 Million shares of unregistered, restricted common stock to a Public Relations and Investors Relations firm in consideration for professional services to further the company’s efforts to expand public awareness. By mutual agreement, the company has reserved the right of rescission predicated upon the success of the PR Firm. These shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On March 8, 2011 The Company sold in a private transaction, 1,500 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On March 10, 2011 The Company sold in a private transaction, 8,000 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On March 31, 2011 The Company sold in a private transaction, 82,200 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On April 28, 2011 The Company sold in a private transaction, 6,000 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On May 2, 2011 The Company sold in a private transaction, 10,000 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On June 1, 2011 The Company sold in a private transaction, 100,000 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On August 8, 2011, The Company sold in a private transaction, 10,500 shares of unregistered, restricted common stock for cash which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On October 7, 2011, The Company sold in a private transaction, 100,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On December 13, 2011, The Company sold in a private transaction, 6,698 shares of unregistered, restricted common stock for cash, which approximated the fair value, and closing quoted price of the Company’s common stock on the transaction date.  These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On March 29, 2012, On March 29, 2012, The Company sold in a private transaction, 250,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On June 13, 2012, The Company issued 80,000  shares of unregistered, restricted common stock in return for consulting services (50,000) and for contractual obligations (30,000), which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On April 4, 2012 through June 28, 2012 The Company sold in a private transaction, 1,738,400 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On August 7, 2012, The Company sold in a private transaction, 50,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 10, 2012, The Company issued, 50,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were issued  in consideration for marketing services and pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

On February 10, 2013, The Company issued, 33,300 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were issued in consideration for marketing services and pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

On June 25, 2013, The Company issued, 101,600 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On July 18, 2013, The Company issued, 40,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 10, 2013, The Company issued, 44,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 10, 2013, The Company issued, 33,300 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On November 9, 2013, The Company issued, 66,600 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On December 5 and 30,  2013 The Company issued, 81,830 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On January 14, 2014, The Company issued, 50,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On February 14, and March 4, 2014 The Company issued, 519,555 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 22, 2014, The Company issued, 179,000 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On September 30, 2014, The Company issued, 23,700 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On October 1, 2014, The Company issued, 44,500 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On November 30, 2014, The Company issued, 253,710 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On December 8, 2014, The Company issued, 12,650 shares of unregistered, restricted common stock for cash, which approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

On December 9, 2014, The Company issued 25,000 shares of unregistered, restricted common stock in exchange for professional consulting and technical guidance that approximated the fair value and closing quoted price of the Company’s common stock on the transaction date. These shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and no underwriter was used in this transaction.

Reports to Stockholders

We intend to remain compliant with its obligations under the Securities Exchange Act of 1934, as amended, and, therefore, plan to furnish our stockholders with an annual report for each fiscal year ending December 31 containing financial statements audited by its registered independent public accounting firm.  In the event we enter into a business combination with another Company, it is the present intention of management to continue furnishing annual reports to stockholders.   Additionally, we may, in its sole discretion, issue unaudited quarterly or other interim reports to its stockholders when it deems appropriate.  We intend to maintain compliance with the periodic reporting requirements of the Securities Exchange Act of 1934.

Item 6  - Selected Financial Data

N/A

Item 7  - Management s Discussion and Analysis or Plan of Operation

Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar  import, constitute forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

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

Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

We had no revenue for either of the years ended December 31, 2014 or 2013.

Our total general and administrative operating expenses for each of the years ended December 31, 2014 and 2013 were approximately $362,000 and $390,000, respectively.  Included in these expenses is approximately $90,000 per year, for executive salaries and approximately $128,000 and $131,000 for the years ended December 31, 2014 and 2013, respectively, for administrative and other non-executive compensation during the same annual periods.  Our non-compensation expenses were approximately $144,000 and $169,000 for each of the years ended December 31, 2014 and 2013, with the majority of these expenditures relating to office rents, as previously discussed, and legal and other professional fees.  All of the above expenses relate, principally, to the consistent refinement and implementation of our business plan, the maintenance of the corporate  entity and the preparation and filing of various periodic reports pursuant to the Securities Exchange Act of 1934, as required.

It is anticipated that future expenditure levels will increase when we implement our business plan and start full-scale operations.

Earnings per share for the respective years ended December 31, 2014 and 2013 were $(0.03) and $(0.04) based on the weighted -average shares issued and outstanding at the end of each respective period.

We do not expect to generate any meaningful revenue or incur operating expenses for purposes other than refining and implementing our business plan and maintaining our obligations as a reporting company under the Securities Exchange Act of 1934 unless and until such time that we begin meaningful operations.

At December 31, 2014 and 2013, respectively, we had working capital of approximately $(2,036,000) and $(1,800,000), respectively.  The working capital deficit includes aggregate accrued officer and other compensation of approximately $1,812,000 and $1,598,000 which all concerned parties have agreed to defer payment of said accrued compensation until the Board of Directors deem payments be made on an appropriate timely basis or as financial conditions warrant.

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

The 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.

With the status of the current U. S. economy, we have experienced a significant reluctance of investors willing to enter into debt or equity financing. It  has been determined that to spend additional time to pursue funding in the TV and Media industry other than the acquisition of AMG TV, and Intellectual Properties, Signet will seek only those investors interested in funding the AMG TV acquisition and operations and the possibilities of expanding the 3-D TV market into the AMG TV system. Based upon our ongoing review and understanding of the marketplace today, we believe that we will be able to take the appropriate steps to effectuate the acquisition of those companies or private inventers who own Intellectual Properties and successfully negotiate with them in the foreseeable future. However, our current financial condition and the condition of the capital markets in today's environment may not allow us to complete any acquisition in a timely manner including the acquisition of AMG TV.

At the present time, management has no commitments for raising additional operating capital. Accordingly, our future cash requirements are anticipated to be met through the sale of additional equity securities, short-term loans from executive officers and/or the proceeds of additional equity offerings in conjunction with the acquisition of AMG TV. Although we have verbal assurances from Mr. Letiziano that he will provide such interim working capital, there is no legal obligation for either management or significant stockholders to provide additional future funding. We may raise additional funds through public offerings of equity, securities convertible into equity or debt, or private offerings of securities.  Our History from inception and onward are chronicled below:

Signet International Holdings, Inc.

On October 17, 2003 Signet Entertainment Corporation was incorporated for the purpose of launching a Gaming, Sports and Entertainment Television Network. The network will also cover via satellite and cable major sports and entertainment events and selected global events which have a sports format.

On February 2, 2005 Signet (formerly known as 51142, Inc.) was incorporated under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

On September 8, 2005, pursuant to a Stock Purchase Agreement and Share Exchange between Signet Entertainment Corporation, a private Florida corporation, and us (the "Agreement"), we obtained all of the issued and outstanding shares of Signet Entertainment. Pursuant to the Agreement, Signet Entertainment became our wholly owned subsidiary. Our business plan is to launch an International 3-D Television Network.

On March 8, 2007 the NASD assigned the stock symbol “SIGN” to Signet International Holdings, Inc. for the purpose of publicly trading our shares Over The Counter Bulletin Board.

On April 24, 2007 we signed a contract with FreeHawk Productions, Inc. in which we acquired the rights to 21 screen plays the content of which provides a variety of made for TV themes from comedy to drama and children's' topics.

On June 4, 2007 we signed a contract with Mr. John Derhak, author of Tales of the moe. Republic. This novel has sold in excess of five thousand copies and is gathering popularity. The TV adaptation will yield a number of series from each chapter which introduces unique characters.

On July 24, 2008 we signed an Option to acquire the assets and business of Access Media Group, Inc. the parent of AMG TV, the TV distribution and syndication company currently distributing its programs to in excess of 70 million TV households in the USA, all the Caribbean, New Zealand, Germany, Central and South America and a third quarter 2009 launch in Asia. AMG TV has multiplexing capabilities

On April 6, 2009 we signed an Exclusive Licensing Agreement with Kerner Broadcasting Corporation (KBC), a private Nevada corporation having exclusive rights to the Kerner 3-D TV technology. Kerner Optical Research (KOR) and its Kerner affiliated groups, San Rafael, CA, who together, indicated to have developed demonstrable technology to show they can deliver 3-D images to the television screen by means of a set top box.

On May 5, 2009 we incorporated Signet 3D Entertainment, Inc., for the purpose of licensing or acquiring 3-D Television technology to be employed to launch original programming and special events including establishing 3-D TV Network. 

On September 17, 2009 we signed an Asset Purchase Agreement for the acquisition of Access Media Group, Inc. the parent of AMG TV. The Network has grown to in excess, of 78 million television households in the USA, and as a result AMG as shown an encouraging dynamic in advertising revenues. We have mutually agreed not to assume total responsibilities of AMG TV operations until we have settled our arrangements with the 3D technology group.

On September 19, 2009 we were advised by Kerner’s President that a new Principal will be joining Kerner   in the furtherance financial good of all concerned. Kerner cancelled all previously scheduled demonstrations and requested two weeks’ time to introduce us to the new Principal would review our financial package and fund our Private Placement Memorandum.

On February 22, 2010 we served notice to Kerner  advising of our intention to file our claim with the American Arbitration Association charging Kerner's unlawful transfer thereby impeding of our exclusive rights to a third party and to seek legal remedies for our loss of time and efforts in a scheduled 3 -D Network launch.

On March 1, 2010 we were advised by the former Kerner principals that a major reorganization of the company was effectuated and that on October 15, 2009 all original titles and rights to intellectual properties,  patents, and other related technology were sold and transferred to Pllx3, Inc., a Delaware corporation operating in Santa Clarita, CA ,for undisclosed  financial consideration.  We subsequently learned that prior to executing the above contract on October 13, 2009; the original Kerner founders transferred most of their Intellectual Properties to their own new company, Visual 3-D Impressions, Inc., a California corporation (V3-DI) with the original founders being the only principals.  In a May 2010 memo to Signet, the newly installed Principals of Pllx3 expressed their desires to move forward with us but would not recognize the Signet Exclusive Rights Agreement.

On May 1, 2010 we were advised by V3-DI that Pllx3 breached their contract and did not pay the balance due to V3-DI.

On May 25, 2010 we executed two separate Binding Letters of Intent for Acquisition of Pllx3, Inc. and V3-DI who were to become wholly-owned subsidiaries of Signet 3 D Entertainment, Inc. predicated upon the outcome of our due diligence procedures. We arranged to retain an Independent Technologist to accompany our Audit firm to examine, appraise and determine values and reconcile a purchase price.

On September 2, 2010 we rescinded our Acquisition Contract with V 3-DI and notified the principals of our election to immediately withdraw our interests in V3-DI and any continued relationship with its principals.  It was also determined that in the best interest of our Company, we disassociate ourselves from Pllx3 as well; we allowed the closing terms of that contract to expire without further notice.

On January 11, 2011 we executed a Binding Letter of Intent for the acquisition of 4-D Interactive, LLC, a Florida Corporation organized to further apply its research efforts to 4-D, next- generation volumetric technology. The data results of this original technology have proven the accredited discovery of mathematical equations which demonstrate the 4-D Volumetric applications to be exact. The functionality of these technological mathematical discoveries will allow immediate direct application to the motion picture, computer and television industries. Patent papers, rights searches and prototype applications are currently in process.  Because of the immense commercial possibilities of the technology subject matter, we have contacted industrial design to supply us with prototyping, manufacturing. We also will identify marketing support to combine efforts as directed by AMG TV.

As of December 31, 2014, we had approximately $48,000 in cash.  Our monthly cash requirements presently average approximately $7,100 per month as our operating activities required approximately $128,000 and $147,000 for each of the years ended December 31, 2014 and 2013, respectively.

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 utilize any cash for payments of compensation 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.  We continue to be in the process of refining and implementing our business plan and raising additional capital.  As such, the Company is considered to be a development stage company.

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, revenues 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 of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

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

We currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact our operations or require capital expenditures to become compliant.  Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact our business activities.

Item 7A - Quantitative and Qualitative Disclosures About Market Risk

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.

Item 8  -   Index to Financial Statements

The required financial statements begin on page F-1 of this document.

Item 9  -   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A - Controls and Procedures

Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Annual Report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting.  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

--Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

--Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

--Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.  Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.

Management's assessment of the effectiveness of the Company's internal control over financial reporting is as of the year ended December 31, 2013.  Because we have only one officer and director, the Company's internal controls are deficient for the following reasons, (1) there are no entity level controls because there is only one person serving in the dual capacity of sole officer and director, (2) there are no segregation of duties as that same person approves, enters, and pays the Company's bills, and (3) there is no separate audit committee.  As a result, the Company's internal controls have an inherent weakness which may increase the risks of errors in financial reporting under current operations and accordingly are deficient as evaluated against the criteria set forth in the Internal Control - Integrated Framework issued by the committee of Sponsoring Organizations of the Treadway Commission.  Based on our evaluation, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2014.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting.  There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

Item 9B - Other Information

None

PART III

Item 10 - Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

The directors and executive officers serving the Company are as follows:

The director named above will serve until the next annual meeting of the Company’s stockholders or until any successors are duly elected and have qualified.  Directors will be elected for one-year terms at the annual stockholders meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.  There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current directors to the Company’s board. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of the Company’s affairs.

We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

To our knowledge, during the past five years, none of our directors, executive officers, promoters, control persons, or nominees has been:

Our sole director and officer will devote his time to the Company’s affairs on an as needed basis, which, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month.  There are no agreements or understandings for the officer or director to resign at the request of another person, and he is not acting on behalf of, and will not act at the direction of, any other person.

Biographical Information

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

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 as defined in Regulation S-K is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the  limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

Significant Employees

None.

Family Relationships

No family relationships exist among our directors or executive officers.

Code of Ethics

We have adopted a Code of Ethics applicable to our Chief Executive Officer and Chief Financial Officer. This Code of Ethics has previously been included as an Exhibit to a prior filing.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more  than 10 percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC). Officers, directors, and greater than 10 percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company, all reports under Section 16(a) required to be filed by its officers and directors and greater than ten percent beneficial owners have not been timely filed as of the date of this filing.

Item 11 - Executive Compensation

Our sole officer and director is engaged full-time in the implementation of our business plan; however, has been paid less than $2,500 total since the inception of the  Company.  Our sole officer and director have agreed to defer the payment of all accrued and unpaid compensation until such time that we have positive cash producing activities.

SUMMARY COMPENSATION TABLE

The Company has no other Executive Compensation issues which would require the inclusion of other mandated table disclosures.

Mr. Letiziano has agreed to defer payment of his salary for this period and, therefore, we have accrued such compensation as accrued officer compensation in the  accompanying financial statements.  Such accrued compensation will be paid when the Company is able to do so.  Mr. Letiziano s salary is determined by the Board of Directors of which Mr. Letiziano is the sole member.  In determining his salary, consideration was given to (i) the financial resources of the Company; (ii) the number of hours each week Mr. Letiziano devotes to the Company; (iii) the salaries of executive officers of other companies in the similar industries; and (iv)the salaries of executive  officers of other companies in the developmental stage.  There is no formal or informal understanding regarding Mr. Letiziano s salary which will be determined in the future based upon the factors set forth above and based upon our revenues.

Item 12 - Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this Annual Report, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company.  Also included are the shares held by all executive officers and directors as a group.

Shares Beneficially Owned (1)

Changes in Control

There are currently no arrangements which may result in a change in control of the Company.

Item 13 - Certain Relationships and Related Transactions, and Director Independence

There are no identified relationships or transactions between us and any of our directors, officers and principal stockholders.

Director Independence

Pursuant to the Company’s current structure of having a sole director, who is also the Company’s sole officer and controlling shareholder, the Company has no independent directors, as defined in Rule 5065 (a)(2) of the Nasdaq Listing Rules.

PART IV

Item 14 - Principal Accountant Fees and Services

The Company paid or accrued the following fees in each of the prior two fiscal years to its principal accountants, L.A. Prevratil, LLC..

We have considered whether the provision of any non-audit services, currently or in the future, is compatible with L.A. Prevratil, LLC maintaining its independence and have determined that these services do not compromise their independence.

Financial Information System Design and Implementation: L.A. Prevratil, LLC did not charge the Company any fees for financial information system design and implementation fees.

The Company has no formal audit committee.  However, the entire Board of Directors (Board) is the Company's defacto audit committee.  In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors' independence as required by the appropriate Professional Standards issued by the Public Company Accounting Oversight Board, the U. S. Securities and Exchange Commission and/or the American Institute of Certified Public Accountants.  The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of the Company's internal controls.

The Company’s principal accountant, L.A. Prevratil, LLC, engaged an outside firm other than the principal accountant’s full-time, permanent employees for quality control review.

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 thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does  not have  records of  what percentages of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

Item 15 - Exhibits, Financial Statement Schedules

(Financial statements start on next page)

Signet International Holdings, Inc.

(a development stage company)

Contents

Letterhead of L.A. Prevratil, LLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Signet International Holdings, Inc.

We have audited the consolidated balance sheet of Signet International Holdings, Inc.  (a Delaware corporation and a developmental stage company) as of December 31, 2014 and 2013, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the two-year  period ended December 31, 2014. Signet International Holding’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Signet International Holdings, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-tear period ended December 31, 2014 and from October 17, 2003 (inception), to December 31, 2014, in conformity with 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 shown in the financial statements, the Company has incurred net losses since its inception and has experienced severe liquidity problems. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to those matters also are described in Note C. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

By: /s/ L.A. Prevratil, CPA        

L.A. Prevratil, LLC

West Palm Beach, Florida

March 29, 2015

Signet International Holdings, Inc. and Subsidiary

(a development stage company)

Consolidated Balance Sheets

December 31, 2014 and 2013

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

Signet International Holdings, Inc. and Subsidiary

(a development stage company)

Consolidated Statements of Operations and Comprehensive Loss

Years ended December 31, 2014 and 2013 and

Period from October 17, 2003 (date of inception) through December 31, 2014

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

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, 2014

- Continued -

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

Signet International Holdings, Inc. and Subsidiary

(a development stage company)

Consolidated Statement of Changes in Shareholders’ Equity (Deficit) - Continued

Period from October 17, 2003 (date of inception) through December 31, 2014

- Continued -

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

Signet International Holdings, Inc. and Subsidiary

(a development stage company)

Consolidated Statement of Changes in Shareholders’ Equity (Deficit) - Continued

Period from October 17, 2003 (date of inception) through December 31, 2014

- Continued -

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

Signet International Holdings, Inc. and Subsidiary

(a development stage company)

Consolidated Statement of Changes in Shareholders’ Equity (Deficit) - Continued

Period from October 17, 2003 (date of inception) through December 31, 2014

- Continued -

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

Signet International Holdings, Inc. and Subsidiary

(a development stage company)

Consolidated Statement of Changes in Shareholders’ Equity (Deficit) - Continued

Period from October 17, 2003 (date of inception) through December 31, 2014