Amendment No. 2 to March 31, 2006 quarterly
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2 to Form 10-QSB
(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2006
[ ] 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.
(Exact name of small business issuer as specified in its charter)
Delaware 98-0403551
(State of incorporation) (IRS Employer ID Number)
205 Worth Avenue, Suite 316, Palm Beach, Florida 33480
------------------------------------------------------
(Address of principal executive offices)
(561) 832-2000
(Issuer's telephone number)
Check whether the issuer (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 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
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES NO X
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 12, 2006: 3,902,000
Transitional Small Business Disclosure Format (check one): YES NO X
<PAGE>
Signet International Holdings, Inc.
Form 10-QSB for the Quarter ended March 31, 2006
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 12
Item 3 Controls and Procedures 14
Part II - Other Information
Item 1 Legal Proceedings 14
Item 2 Recent Sales of Unregistered Securities and Use of Proceeds 14
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits 15
Signatures 15
<PAGE>
Item 1
Part 1 - Financial Statements
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Consolidated Balance Sheets
March 31, 2006 and 2005
(Unaudited)
March 31, March 31,
2006 2005
--------- ---------
ASSETS
Current Assets
Cash in bank $ 354,512 $ --
--------- ---------
Total Assets $ 354,512 $ --
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Note payable $ 90,000 $ --
Accounts payable - trade 8,800 --
Other accrued liabilities 40,125 29,750
Accrued officer compensation 165,920 99,170
--------- ---------
Total Current Liabilities 311,628 128,920
--------- ---------
Commitments and Contingencies
Shareholders' Equity (Deficit)
Preferred stock - $0.001 par value
50,000,000 shares authorized
5,000,000 and 4,000,000 shares
issued and outstanding, respectively 5,000 4,000
Common stock - $0.001 par value
100,000,000 shares authorized
3,902,000 and 3,364,000 shares
issued and outstanding, respectively 3,902 3,364
Additional paid-in capital 537,792 97,290
Deficit accumulated during the development stage (453,810) (198,574)
--------- ---------
92,884 (93,920)
Treasury stock - at cost (50,000 shares) (50,000) --
Stock subscription receivable -- (35,000)
--------- ---------
Total Shareholders' Equity (Deficit) 42,884 (128,920)
--------- ---------
Total Liabilities and Shareholders' Equity $ 354,512 $ --
========= =========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Consolidated Statements of Operations and
Comprehensive Loss Three months ended March31, 2006 and 2005 and
Period from October 17, 2003 (date of inception) through March 31, 2006
(Unaudited)
Period from
October 17, 2003
Three months Three months (date of inception)
ended ended through
March 31, March 31, March 31,
2006 2005 2006
----------- ----------- -----------
Revenues $ -- $ -- $ --
Expenses
Organizational and formation expenses -- -- 89,801
Officer compensation 17,500 17,500 169,170
Other salaries 9,000 5,250 44,250
Other general and administrative expenses 22,408 4,908 143,806
----------- ----------- -----------
Total Expenses 48,908 27,658 447,027
----------- ----------- -----------
Loss from Operations (48,908) (27,658) (447,027)
Other Expense
Interest expense (2,219) -- (6,783)
----------- ----------- -----------
Loss before Provision for Income Taxes (51,127) (27,658) (453,810)
Provision for Income Taxes -- -- --
----------- ----------- -----------
Net Loss (51,127) (27,658) (453,810)
Other Comprehensive Income -- -- --
----------- ----------- -----------
Comprehensive Loss $ (51,127) $ (27,658) $ (453,810)
=========== =========== ===========
Loss per weighted-average share
of common stock outstanding,
computed on Net Loss -
basic and fully diluted $ (0.01) $ (0.01) $ (0.13)
=========== =========== ===========
Weighted-average number of shares
of common stock outstanding 3,887,167 3,464,000 3,498,795
=========== =========== ===========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Consolidated Statements of Cash Flows
Three months ended March 31, 2006 and 2005 and
Period from October 17, 2003 (date of inception) through March 31, 2006
(Unaudited)
Period from
October 17, 2003
(date of
Three months Three months inception)
ended ended through
March 31, March 31, March 31,
2006 2005 2006
--------- --------- ---------
Cash Flows from Operating Activities
Net Loss $ (51,127) $ (27,658) $(453,810)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation -- -- --
Organizational expenses paid with issuance
of common and preferred stock -- -- 50,810
"Compensation expense" related
to sale of common stock at
less than "fair value" -- -- 56,430
Increase (Decrease) in
Accrued liabilities 21,769 5,250 55,708
Accrued officers compensation 17,500 17,500 165,920
--------- --------- ---------
Net cash used in operating activities (11,858) (4,908) (124,942)
--------- --------- ---------
Cash Flows from Investing Activities -- -- --
--------- --------- ---------
Cash Flows from Financing Activities
Cash proceeds from note payable -- -- 90,000
Cash proceeds from sale of common stock 15,000 -- 416,089
Purchase of treasury stock (50,000) -- (50,000)
Cash paid to acquire capital -- -- (10,447)
Capital contributed to support operations -- 4,908 33,812
--------- --------- ---------
Net cash provided by financing activities (35,000) 4,908 479,454
--------- --------- ---------
Increase (Decrease) in Cash and Cash Equivalents (46,858) -- 354,512
Cash and cash equivalents at beginning of period 401,370 -- --
--------- --------- ---------
Cash and cash equivalents at end of period $ 354,512 $ -- $ 354,512
========= ========= =========
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ -- $ --
========= ========= =========
Income taxes paid (refunded) $ -- $ -- $ --
========= ========= =========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements
March 31, 2006 and 2005
Note A - Organization and Description of Business
Signet International Holdings, Inc. (Company) was incorporated on February 2,
2005 under the Laws of the State of Delaware as 51142, Inc. The Company's
initial business plan was 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
(Agreement) by and among the Company, Signet Entertainment Corporation (SIG) and
the shareholders of Signet Entertainment Corporation (a private Florida
corporation) (Shareholders) (collectively SIG and the SIG shareholders shall be
known as SIG Group); the Company acquired 100.0% of the then issued and
outstanding shares of SIG in exchange for the issuance of an aggregate 3,421,000
shares of the Company's common stock to the SIG shareholders. Pursuant to the
Agreement, SIG became a wholly owned subsidiary of the Company. At the
transaction date, the then-sole shareholder of the Company was also the
controlling shareholder, chief executive officer and director of SIG.
Signet Entertainment Corporation (SIG) 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 acquisition of the SIG by the Company effected a change in control of the
Company and will be accounted for as a "reverse acquisition" whereby the Company
is the accounting acquiror for financial statement purposes. Accordingly, for
all periods subsequent to the combination transaction, the financial statements
of the Signet International Holdings, Inc. will reflect the historical financial
statements of the Company and the operations of Signet International Holdings,
Inc. subsequent to the transaction date.
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 $453,800.
Note B - Preparation of Financial Statements
The acquisition of the SIG by the Company effected a change in control of the
Company and will be accounted for as a "reverse acquisition" whereby the SIG is
the accounting acquiror for financial statement purposes. Accordingly, for all
periods subsequent to the combination transaction, the financial statements of
the Signet International Holdings, Inc. will reflect the historical financial
statements of the SIG and the operations of Signet International Holdings, Inc.
subsequent to the 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.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements filed with the U. S. Securities and
Exchange Commission on its Annual Report on Form 10-KSB which contains the
Company's audited financial statements for the year ended December 31, 2005. The
information presented within these interim financial statements may not include
all disclosures required by generally accepted accounting principles and the
users of financial information provided for interim periods should refer to the
annual financial information and footnotes when reviewing the interim financial
results presented herein.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note B - Preparation of Financial Statements - Continued
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the U. S. Securities and Exchange Commission's
instructions for Form 10-QSB, are unaudited and contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations and cash flows of
the Company for the respective interim periods presented. The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2006.
Note C - Going Concern Uncertainty
The Company is still in the process of developing it's business plan and raising
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.
The Company anticipates future sales of equity securities to facilitate either
the consummation of a business combination transaction or to raise working
capital to support and preserve the integrity of the corporate entity. However,
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 operating capital is received during the next twelve months,
the Company will be forced to rely on existing cash in the bank and upon
additional funds 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 advances from management and/or significant
stockholders, 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.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note D - Summary of Significant Accounting Policies - Continued
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 March 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.
As of March 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 March 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.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note F - Note Payable
Note payable consists of the following at March 31, 2006 and 2005, respectively:
March 31, March 31,
2006 2005
------------------------------------
$90,000 note payable to an individual. Interest at 10.0%.
Principal and accrued interest due at maturity in June
2006. Collateralized by controlling interest in the
common stock of Signet International Holdings, Inc.
Note fully funded in July 2005. $ 90,000 $ -
=========== ===========
Note G - Income Taxes
The components of income tax (benefit) expense for each of the three month
periods ended March 31, 2006 and 2005 and for the period from October 17, 2003
(date of inception) through March 31, 2006, are as follows:
Period from
October 17, 2003
Three months Three months (date of inception)
ended ended through
March 31, March 31, March 31,
2006 2005 2006
------- ------ ------
Federal:
Current $ - $ - $ -
Deferred - - -
------- ------ ------
- - -
------- ------ ------
State:
Current - - -
Deferred - - -
------- ------ ------
- - -
------- ------ ------
Total $ - $ - $ -
====== ====== ======
As of March 31, 2006, the Company has a net operating loss carryforward of
approximately $300,000 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.
(Remainder of this page left blank intentionally)
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note G - Income Taxes - Continued
The Company's income tax expense (benefit) each of the three month periods ended
March 31, 2006 and 2005 and for the period from October 17, 2003 (date of
inception) through March 31, 2006, respectively, differed from the statutory
federal rate of 34 percent as follows:
Period from
October 17, 2003
Three months Three months (date of inception)
ended ended through
March 31, March 31, March 31,
2006 2005 2006
--------- --------- ---------
Statutory rate applied to
income before income taxes $ (17,400) $ (9,400) $(154,300)
Increase (decrease) in income taxes
resulting from:
State income taxes -- -- --
Non-deductible officers compensation 5,950 5,950 56,400
Other, including reserve for deferred
tax asset and application of net
operating loss carryforward 11,450 3,450 97,900
--------- --------- ---------
Income tax expense $ -- $ -- $ --
========= ========= =========
Temporary differences, consisting primarily of the prospective usage of net
operating loss carryforwards give rise to deferred tax assets and liabilities as
of March 31, 2006 and 2005, respectively:
March 31, March 31,
2006 2005
-------- --------
Deferred tax assets
Net operating loss carryforwards $ 97,900 $ 33,800
Officer compensation deductible when paid 56,400 33,700
Less valuation allowance (154,300) (67,500)
-------- --------
Net Deferred Tax Asset $ - $ -
======== ========
Note H - Preferred Stock
The Company's By-Laws allow for the issuance of up to 50,000,000 shares of
$0.001 par value Preferred Stock.
Holders of shares of preferred stock are entitled to one vote for each share on
all matters to be voted on by the stockholders. Holders of preferred stock do
not have cumulative voting rights. Holders of preferred stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available therefore. In
the event of a liquidation, dissolution or winding up of the Company, the
holders of preferred stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
preferred stock are fully paid and non-assessable. Holders of preferred stock
have no preemptive rights to purchase our preferred stock. There are no
conversion or redemption rights or sinking fund provisions with respect to the
preferred stock.
The Board of Directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock in one or more
series for such consideration and with such relative rights, privileges,
preferences and restrictions that the Board may determine. The preferences,
powers, rights and restrictions of different series of preferred stock may
differ with respect to dividend rates, amounts payable on liquidation, voting
rights, conversion rights, redemption provisions, sinking fund provisions and
purchase funds and other matters. The issuance of preferred stock could
adversely affect the voting power or other rights of the holders of common
stock.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note H - Preferred Stock - Continued
On October 20, 2003, in conjunction with the formation and incorporation of the
Company, the Company issued 4,000,000 shares of preferred stock to the
incorporating persons.
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.
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 March 31, 2006, the Company has sold 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 pursuant to the
aforementioned September 2005 Private Placement Memorandum for $50,000 cash.
Note J - Commitments
The Company operates from leased office facilities at 205 Worth Avenue, Suite
316 Palm Beach, FL 33480 under an operating lease. The lease agreement was
originally expired to expire in July 2009 and has been subsequently amended to a
month-to-month basis. The lease requires monthly payments of approximately $928.
The Company is not responsible for any additional charges for common area
maintenance.
The Company also reimburses two non-executive personnel for the use of their
personal home offices, which are not exclusive to the Company's business, at
approximately $250 per month. These agreements are on a month-to-month basis.
For the respective years ended December 31, 2005 and 2004, the Company paid an
aggregate of $16,738 and $16,702 for rent under these agreements.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage company)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note J - Commitments - Continued
Leased office space - continued
------ ------ -----
The Company also reimburses two non-executive personnel for the use of their
personal home offices, which are not exclusive to the Company's business, at
approximately $250 per month. These agreements are on a month-to-month basis.
For the respective years ended December 31, 2005 and 2004, the Company paid an
aggregate of $16,738 and $16,702 for rent under these agreements.
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.
<PAGE>
Signet International Holdings, Inc. and Subsidiary
(a development stage enterprise)
Notes to Consolidated Financial Statements - Continued
March 31, 2006 and 2005
Note J - Commitments - Continued
Triple Play Management Agreement - continued
Triple Play's Chief Executive Officer, Richard Grad, one of Signet's founding
shareholders, will be paid by Signet, a signing bonus of $50,000 upon the
funding of a future Signet offering. Signet will also pay to Mr. Grad the
following annual compensation during the entire term of this agreement,
including extensions thereto: 1) a guaranteed annual salary of $200,000.(Two
Hundred Thousand), per year payable at the beginning of each month at the rate
of twelve equal installments and will be subsequently deducted from each annual
management fee settlement noted above; 2) an allowance of $1,500 for moving and
relocation expenses and 3) ordinary and reasonable employee benefits related to
health insurance. It is specifically noted that Mr. Grad will function solely as
an independent contractor representing Triple Play and will not be construed as
a Signet employee.
Big Vision Management Contract
On July 22, 2005, Signet Entertainment entered into a Management Agreement with
Big Vision Studios, a Nevada Limited Liability Company (Big Vision) located in
both Las Vegas, Nevada and Burbank, California whereby Big Vision will be the
exclusive supplier of High Definition Equipment and Studio rental for Signet.
This agreement is for a period of one (1) year, commencing with the submission
by Signet's of evidence of the total capital funds required for the
establishment of Signet's Network including providing funds for the budgeted
operations of the business for the term of this agreement plus extensions to Big
Vision, with an automatic extension of an additional five years unless the
dissenting parry gives proper notice. Signet has agreed to pay a reduced fee to
Big Vision, at a discount negotiated off of Big Vision's published standard rate
card, for the first year of Signer's operations. After the initial year, Signet
has agreed to pay Big Vision based on Big Vision's published standard rate card
at that point in time plus an additional 15% in consideration of Big Vision's
concession in rates for the first year. Signet has agreed to continue paying
pursuant to Big Vision's published standard rate card plus 15% for as long as
this agreement is in place. All fees will be paid as they become due and payable
according to Big Vision's requirements.
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.
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) 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 Form 10-QSB and investors are
cautioned not to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
(2) Results of Operations, Liquidity and Capital Resources or Plan of Operation
Quarters Ended March 31, 2006 and 2005
The Company had no revenue for either of the respective three month periods
ended March 31, 2006 and 2005, respectively.
General and administrative expenses for each of the three month periods ended
March 31, 2006 and 2005 were approximately $48,900 and $27,700, respectively.
The Company received gross funds totaling approximately $90,000 through the end
of July 2005. Interest expense on these borrowed funds totaled approximately
$2,200 for the three months ended March 31, 2006.
Net loss for the three months ended March 31, 2006 and 2005, respectively, were
approximately $(51,100) and $(27,700). Earnings per share for the respective
three month periods ended March 31, 2006 and 2005 was approximately $(0.01) and
$(0,01) on the weighted-average shares issued and outstanding.
The Company does not expect to generate any meaningful revenue or incur
operating expenses for purposes other than fulfilling the obligations of a
reporting company under The Securities Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.
At March 31, 2006 and 2005, respectively, the Company had working capital of
approximately $43,000 and $(128,920).
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, the Company has not
identified any alternative sources. Consequently, there is substantial doubt
about the Company's ability to continue as a going concern.
The Company's need for capital may change dramatically as a result of any
business acquisition or combination transaction. There can be no assurance that
the Company will identify any such business, product, technology or company
suitable for acquisition in the future. Further, there can be no assurance that
the Company would be successful in consummating any acquisition on favorable
terms or that it will be able to profitably manage the business, product,
technology or company it acquires.
Plan of Business
Signet Entertainment was incorporated on October 17, 2003 for the purpose of
launching a Gaming and Entertainment Television Network (Network). The Network
will cover major Poker and Blackjack tournaments as well as other major high
stakes casino games. The Network will also cover via satellite and cable other
major sports events such as horse racing and selected global events which have a
sports and entertainment format. Signet Entertainment's largest source of
revenue will come from advertising, specifically from various resorts and
casinos, liquor and tobacco companies and sporting sites in North and South
America, Europe, Asia and Africa. Signet Entertainment will realize income from
infomercials and sports and entertainment programming that offer subject matter
that are all-encompassing to the network's format. Signet Entertainment has been
creating future programming which includes "The Television Charity Channel"
which will feature regularly scheduled weekly programming.
Signet Entertainment has executed a long-term contract with Mr. Richard Grad,
President and CEO of Triple Play Media Management, Inc. and with Mr. C Haifley,
President and Chief Operating officer of Big Vision, Incorporated. Signet
Entertainment's primary endeavor is to financially and administratively support
Triple Play's ready-to-launch, new television network. The Triple Play
enterprise is exclusively contracted to Signet Entertainment. Mr. Grad has
organized his associates who have logged years of collaborative creating,
hosting, producing and directing TV shows, which have afforded them the contacts
necessary to contract and retain the professional services of the nation's
foremost experts in specialized methodologies such as digital satellite
technology systems. The Triple Play team has designed and coordinated the format
for its ready to launch TV Network, "The Gaming & Entertainment Network."
Triple Play's programming niche is "gaming." Presently, there are no channels
specifically formatted for the gaming customer whose interest is focused on the
vast variety of gaming activities, domestically as well as internationally,
including "sports and entertainment."
The Gaming & Entertainment Network will cover major tournaments, such as the
World Series of Poker, the championship Blackjack play-offs, and coverage of the
high stakes major table games, especially those from Hong Kong, South America
and the Outback of Australia. The activities in the Las Vegas, Reno and
Laughlin, Nevada areas, and various Florida venues alone, host high stakes
tournaments on a daily basis. Triple Play will produce domestic and
international feeds covering thoroughbred and quarter-horse racing; coverage of
fluctuation and trends within sports books from selected locations around the
world; scheduled hourly updating of betting lines on sporting events; and a
remote coverage of all betting sports, to delivering our personal insight and
commentary, live from the sites of origination. Handicapping shows will feature
the "how-to" of betting, who's betting, and why.
Triple Play has developed original clinic workshop formats on every type of
betting skill in sports and racing events. Program development has been underway
to deliver featured stories in the entertainment scene in all of the major
gaming communities as well as the gaming industry itself. Triple Play will offer
viewer participation through contests, whereby viewers may bet with each other
through participating sports books. Through its international downlinks, Triple
Play will produce live Simulcast coverage, whereby a viewer in Scotland may
secure odds on a game in Spain, while both can watch the action and the results
simultaneously in their native language. Updates at the top and bottom of the
hour, twenty-four hours a day will provide the viewer with all the information
available.
This type of network is unique to the television industry. The Gaming &
Entertainment Network is one of a kind. Signet Entertainment believes that this
is truly an untapped market - the only market left in the broadcasting industry
to name only a few, capable of producing a tremendous profit generating source
of revenues, thanks to the enormous commercial advertising revenue potential
realized from just the hotel/casino/travel industry. Signet Entertainment has
estimated that the sales revenues from these industries alone, after the first
year, will not only cover operating costs and expenses thereafter, but also,
within the next eighteen months, return sufficient revenue to pay for all the
initial capital expenditures of the modular trucks and studios, including
equipment and the cost of our own satellite.
The sales efforts of the Triple Play marketing team has been approached by two
of the largest syndicators who have expressed their eagerness to cooperate in
our airing all their college sports events, including the major conference
playoffs. These games will be aired in North America to a minimum of twenty
million households and to the ninety-eight million households in Europe.
Along with and part of the gaming and sports coverage, Triple Play will offer
shows exploring the insights of the hotel and casino business; offer original
formatted airing of special events taking place in the hotels and casinos around
the world, including profiles of the shows and headliners, their acts and
silhouetting behind the scenes action. Triple Play will feature a newly
developed format called Dialing for Dollars, Satellite Pay Per View Bingo,
(Approved and substantiated with legal opinion by the Federal Communications
Commission). Triple Play will also exclusively produce the internationally
popular, swimwear pageants
The demand for infomercials airtime is constantly growing along with the
telecasting revenues realized. In 2003, the infomercial industry reported a
$64.0 Billion business and 2004 is expected to surpass the earlier years'
accomplishments. Infomercial time is currently being sold for an average in
excess of $110,000 per taped half hour unit. Triple Play has selected and
accepted three hours (6 units) reserved for each 24-hour period on a basis of a
minimum of 50 airings (300) each per year. These infomercials will be viewed in
five continents and most uniquely-in their native language. Triple Play has set
aside approximately four hours a day for this format. Infomercials will be
critically selected upon quality of production and quality of product and
international acceptance. Triple Play has been approached by cigarette and
liquor advertisers' requests as well, for the Company's consideration to sell
commercial time to be aired in the foreign markets.
In addition to the exclusive contract with Triple Play whose primary purpose is
creating original programming, distribution and international sales and
satellite delivery systems, Signet Entertainment has also executed a long-term
contract with Mr. C. Haifley, Chief Operating Officer of Big Vision, Inc. whose
primary purpose is Television production, transmitting and ground crew pick up.
Big Vision presently occupies approximately 22,000 square feet in the heart of
Las Vegas and offers all TV production amenities required of any variety of
television programming. Big Vision is a Las Vegas based video production company
with over 12 thousand square feet facility in Burbank, CA serving clients nation
wide and abroad. They are best known for their state-of-the-art production
mobile facilities that will compliment Triple Play. Their services range from
original video production to providing the technical management, professional
crewing and equipment for major broadcast series and events. They have recently
added the new Avid Symphony Systems and a complete line of High Definition
delivery techniques with new cameras, recorders, and monitors; an aggregate
estimated cost value in excess of five million dollars.
Like Triple Play, Big Vision is supported by an award winning staff and
associates who are considered the most talented and capable individuals in the
industry. In turn, these individuals have attracted some of the biggest client
names in the business thereby symbolizing Big Vision's 20 years plus presence.
Big Vision's clientele includes the foremost major TV Networks. The high-profile
Television producers are clients who rely on Big Vision to create the magic of
Television with the assurance that Big Vision will be on time and on budget.
Advantageously located in heart of the Nation's entertainment center, Las Vegas,
Big Vision enjoys the distinctive opportunity to produce, direct and televise
most of the leading events in the sports and entertainment business. These
events take place in the Signet footprint set for major professional boxing
championship specials via cable Pay Per View which can now include several of
those Triple Play intellectual properties created to originate from Las Vegas
including international distribution such as the major TV specials and live
concert extravaganzas.
The practicality of having Big Vision affiliated with Triple Play assures
uninterrupted local programming coverage by Big Vision and at the same time
gives Triple Play the flexibility to initiate its broadcast and programming
schedules in the European, Asian, North and South American markets. The fiscal
advantage to Signet Entertainment and its shareholders is that the production
costs and related expenses incurred by Big Vision and Triple Play is that Signet
Entertainment will be paying on a cost only basis.
Item 3 - Controls and Procedures
(a) 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
March 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.
(b) 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 first quarter of fiscal
2004 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds
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. During the quarter ended March 31,
2006, the Company sold an additional 15,000 shares for gross proceeds of
$15,000 pursuant to this Private Placement Memorandum. Through March 31,
2006, the Company has sold a cumulative 381,000 shares for gross proceeds of
$381,000 to a various investors under this Private Placement Memorandum.
The proceeds of above transactions remain in the Company's bank accounts as
of March 31, 2006 and are to be used in future periods for working capital
purposes.
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings of
shareholders during the reporting period.
Item 5 - Other Information
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 September 2005 Private Placement Memorandum for $50,000
cash.
Item 6 - Exhibits and Reports on Form 8-K
Exhibits
31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Signet International Holdings, Inc.
Dated: January 31, 2007 /s/ Ernest W. Letiziano
Ernest W. Letiziano
President and Director