U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

(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, 2002
--------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For   the
Transition Period from ________  to  ___________
--------------------------------------------------------------------------

                       Commission File Number: 0-32795
 --------------------------------------------------------------------------

                             FOXY JEWELRY, INC.
 --------------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)


         Nevada                                 88-0442629
-------------------------------            ------------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)              Identification No.)



           2620 So. Maryland Parkway #402, Las Vegas, Nevada 89109
          --------------------------------------------------------
            (Address of principal executive offices)   (Zip Code)

                  Issuer's telephone number (702) 471-7106
                               --------------


               2038 S. Palm St., #462 Las Vegas, Nevada  89104
   -----------------------------------------------------------------------
   (Former name, former address, and former fiscal year, if changed since
                                last report)

   -----------------------------------------------------------------------

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
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 [ ]     No [X]

<PAGE>


              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                             Yes [ ]     No [ ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

The Registrant has 2,027,700 common shares issued and outstanding, as of
March 31, 2002.  Preferred shares none issued nor outstanding as of
March 31, 2002.


Traditional Small Business Disclosure Format (check one)

                             Yes [ ]     No [X]

<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          CPA Review Letter....................................   4
          Balance Sheet (unaudited)............................   5
          Statements of Operations (unaudited).................   6
          Statements of Cash Flows (unaudited).................   7
          Notes to Financial Statements........................  8-9

Item 2.  Management's Discussion and Analysis of Plan
           of Operation........................................   10


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings....................................   15

Item 2.   Changes in Securities and Use of Proceeds............   15

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 and Reports on Form 8-K......................  15

Signatures......................................................  17


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant for
the three months ended March 31, 2002.  The financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.  The unaudited
financial statements of registrant for the three months ended March 31, 2002,
follow.

<PAGE>

G. BRAD BECKSTEAD
Certified Public Accountant
                                                          330 E. Warm Springs
                                                          Las Vegas, NV 89119
                                                                 702.257.1984
                                                           702.362.0540 (Fax)

                   INDEPENDENT ACCOUNTANT'S REVIEW REPORT

Board of Directors
Foxy Jewelry, Inc.
(a Development Stage Company)
Las Vegas, NV

     I  have reviewed the accompanying balance sheet of Foxy Jewelry, Inc. (a
Nevada  corporation) (a development stage company) as of March 31,  2002  and
the  related  statements of operations for the three-months ended  March  31,
2002  and 2001 and for the period December 12, 1997 (Inception) to March  31,
2002, and statements of cash flows for the three-months ended March 31,  2002
and  2001 and for the period December 12, 1997 (Inception) to March 31, 2002.
These   financial  statements  are  the  responsibility  of   the   Company's
management.

     I  conducted my reviews in accordance with standards established by  the
American  Institute  of Certified Public Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures
to  financial data, and making inquiries of persons responsible for financial
and  accounting  matters.  It is substantially less in scope  than  an  audit
conducted  in  accordance with generally accepted auditing  standards,  which
will  be  performed  for the full year with the objective  of  expressing  an
opinion regarding the financial statements taken as a whole.  Accordingly,  I
do not express such an opinion.

     Based  on my reviews, I am not aware of any material modifications  that
should be made to the accompanying financial statements referred to above for
them to be in conformity with generally accepted accounting principles in the
United States of America.

     The  accompanying financial statements have been prepared  assuming  the
Company  will  continue as a going concern.  As discussed in Note  2  to  the
financial  statements,  the Company has had limited operations  and  has  not
commenced planned principal operations.  This raises substantial doubt  about
its ability to continue as a going concern.  Management's plans in regard  to
these matters are also described in Note 2.  The financial statements do  not
include  any  adjustments  that  might  result  from  the  outcome  of   this
uncertainty.

     I  have  previously  audited,  in  accordance  with  generally  accepted
auditing  standards, the balance sheet of Foxy Jewelry, Inc.  (a  development
stage  company)  as  of  December 31, 2001, and  the  related  statements  of
operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein) and in my report dated January 29, 2002,  I  expressed  an
unqualified opinion on those financial statements.



May 6, 2002

<PAGE>
<TABLE>
                             Foxy Jewelry, Inc.
                        (a Development Stage Company)
                               Balance Sheets

                                                      (unaudited)  December
                                                       March 31,      31,
                                                         2002        2001
<S>                                                <C>          <C>
 Assets

 Current assets:
 Cash                                               $       515   $    1,286
 Inventory                                                8,224        8,224
                                                       --------     --------
 Total current assets                                     8,739        9,510

 Web development costs, net                               2,100        2,250

                                                       --------     --------
                                                    $    10,839   $   11,760
                                                       ========     ========
 Liabilities and Stockholder's Equity

 Current liabilities:                               $         -   $        -
                                                       --------     --------
 Total current liabilities                                    -            -
                                                       --------     --------
 Long-term liabilities                                        -            -

                                                       --------     --------
                                                              -            -
                                                       --------     --------

 Stockholder's equity:

 Preferred stock, $0.001 par value, 10,000,000
 shares
 authorized, no shares issued and outstanding                 -            -
 Common stock, $0.001 par value, 15,000,000 shares
 authorized, 2,027,700 shares issued and outstanding      2,028        2,028
 Additional paid-in capital                              27,857       27,857
 (Deficit) accumulated during development stage        (19,046)     (18,125)
                                                       --------     --------
                                                         10,839       11,760
                                                       --------     --------
                                                    $    10,839   $   11,760
                                                       ========     ========
</TABLE>
<PAGE>
<TABLE>

                             Foxy Jewelry, Inc.
                        (a Development Stage Company)
                          Statements of Operations

                                                                 December 12,
                                                                    1997
                                                                (Inception)
                                                                     to
                                         Three Months Ending     March 31,
                                              March 31,             2002
                                            2002        2001
<S>                                  <C>            <C>          <C>
Revenue                               $         -   $         -   $     1,850
                                        ---------     ---------    ----------
Total revenue                                   -

Expenses:
General and administrative expenses           771           454        19,996
Amortization                                  150           200           900
                                        ---------     ---------    ----------
Total expenses                                921           654        20,896
                                        ---------     ---------    ----------
Net (loss)                            $     (921)   $     (654)   $   (19,046)
                                        =========     =========    ==========
Weighted average number of
common shares outstanding - basic &
fully diluted                          2,027,700     2,027,700
                                       =========     =========
Net (loss) per share - basic & fully
diluted                               $    (0.00)   $     (0.00)
                                        =========     =========
</TABLE>
<PAGE>
<TABLE>

                             Foxy Jewelry, Inc.
                        (a Development Stage Company)
                          Statements of Cash Flows

                                           Three Months Ending  December 12,
                                                March 31,           1997
                                                               (Inception) to
                                                               March 31, 2002
                                             2002      2001
<S>                                       <C>        <C>         <C>
Cash flows from operating activities
Net (loss)                                $  (921)   $    (654) $     (19,046)
Amortization                                  150          200            900
 Shares issued for services                     -            -          1,500
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
(Increase) in inventory                         -      (1,170)        (8,224)
                                           ------      -------     ----------
Net cash (used) by operating activities     (771)      (1,624)       (24,870)
                                           ------      -------     ----------
Cash flows from investing activities
Website development costs                       -            -        (3,000)
                                           ------      -------     ----------
Net cash (used) by investing activities         -            -        (3,000)
                                           ------      -------     ----------
Cash flows from financing activities
Common stock                                    -            -         28,385
                                           ------      -------     ----------
Net cash provided by financing activities       -            -         28,385
                                           ------      -------     ----------
Net increase (decrease) in cash             (771)      (1,624)            515
Cash - beginning                            1,286       10,975              -
                                           ------      -------     ----------
Cash - ending                             $   515    $   9,351   $        515
                                           ======      =======     ==========
Supplemental disclosures:
Interest paid                             $     -    $       -   $          -
                                           ======      =======     ==========
Income taxes paid                         $     -    $       -   $          -
                                           ======      =======     ==========
Non-cash investing and financing
activities:
                                           ======      =======     ==========
Number of shares issued for services and
inventory                                       -            -      1,400,000
                                           ======      =======     ==========
</TABLE>
<PAGE>

                             Foxy Jewelry, Inc.
                        (a Development Stage Company)
                                    Notes

Note 1 - Basis of presentation

The  interim  financial statements included herein, presented  in  accordance
with United States generally accepted accounting principles and stated in  US
dollars,  have been prepared by the Company, without audit, pursuant  to  the
rules  and  regulations of the Securities and Exchange  Commission.   Certain
information   and  footnote  disclosures  normally  included   in   financial
statements   prepared  in  accordance  with  generally  accepted   accounting
principles  have  been  condensed  or omitted  pursuant  to  such  rules  and
regulations, although the Company believes that the disclosures are  adequate
to make the information presented not misleading.

These  statements  reflect all adjustments, consisting  of  normal  recurring
adjustments,  which,  in the opinion of management, are  necessary  for  fair
presentation  of  the information contained therein.  It  is  suggested  that
these  interim financial statements be read in conjunction with the financial
statements  of the Company for the period ended December 31, 2001  and  notes
thereto included in the Company's Form 10-KSB.  The Company follows the  same
accounting policies in the preparation of interim reports.

Results  of operations for the interim periods are not indicative  of  annual
results.

Note 2 - Going concern

These  financial statements have been prepared in accordance  with  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates  the realization of assets and the satisfaction  of  liabilities
and  commitments in the normal course of business. As at March 31, 2002,  the
Company  has  accumulated  operating losses of  approximately  $19,046  since
inception. The Company's ability to continue as a going concern is contingent
upon  the successful completion of additional financing arrangements and  its
ability  to achieve and maintain profitable operations.  Management plans  to
raise equity capital to finance the operating and capital requirements of the
Company.  Amounts raised will be used to further development of the Company's
products,  to  provide  financing  for marketing  and  promotion,  to  secure
additional  property and equipment, and for other working  capital  purposes.
While  the Company is expending its best efforts to achieve the above  plans,
there is no assurance that any such activity will generate funds that will be
available for operations.

These  conditions  raise  substantial doubt about the  Company's  ability  to
continue  as a going concern.  These financial statements do not include  any
adjustments that might arise from this uncertainty.

Note 3 - Web development costs

The  Company  has  developed a website costing $3,000 which is  capitalizable
pursuant  to  EITF  No.  00-2 "Accounting for Website Development  Costs"  as
defined therein.  The Company has recorded amortization expense in the amount

<PAGE>

of  $150  during the three months ending March 31, 2002 and $200  during  the
three months ending March 31, 2001.

Note 4 - Related party transactions

On September 1, 1998, the Company exchanged 400,000 shares of its $0.001 par
value common stock for inventory purchased at a wholesale price of $500 by
Michael Fox, the Company's president and director.

The  Company  does  not  lease  or rent any property.   Office  services  are
provided  without  charge by a director.  Such costs are  immaterial  to  the
financial statements and, accordingly, have not been reflected therein.   The
officers  and  directors  of  the  Company are  involved  in  other  business
activities  and  may,  in  the  future, become  involved  in  other  business
opportunities.   If a specific business opportunity becomes  available,  such
persons may face a conflict in selecting between the Company and their  other
business  interests.   The  Company  has not  formulated  a  policy  for  the
resolution of such conflicts.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

Foxy Jewelry, Inc., a Nevada Corporation ("Foxy") or the ("Company") or the
("Registrant") is a development stage company, which was incorporated
December 12, 1997.  The Company was originally going to be involved in the
acquisition of rental properties.  Although there was some effort to conduct
real estate business during this time there were no transactions or
agreements during this period.  On June 7, 1998, Mike Fox took control of the
company and changed the name to Foxy Jewelry in order to pursue the Company's
current business plan, which is to market and sell jewelry products through
the Company's website.  The Company's current business strategy includes but
is not limited to the following:

a)  Custom design jewelry primarily on a retainer basis to customers who have
loose stones or have a desire to own a unique one of a kind type of ring,
bracelet, necklace, etc.  Custom pieces will also be made out of loose stones
that the Company will take on consignment from individuals who have these
stones and wish to maximize their profit on their resale. These pieces will
either be manufactured by the company's own personnel utilizing company
equipment or sub contracted out to other manufacturers. Mr. Fox has been
trained to design and make jewelry and the Company currently has the
necessary equipment and tools to create custom designs. Manufacturing to this
point has been sub-contracted out.  The equipment necessary for small scale
manufacturing would cost the Company approximately $12,500.  The Company may
or may not make this investment in equipment depending upon future sales and
the economics of in house manufacturing. Complications of the pieces and time
restraints will also be a factor in making that decision.

b) The Company will design pieces that the company will produce and then
either sell through personal contact, place in jewelry stores on
consignment or market on the Company's web site.

c) The Company has established a jewelry and gemstone web site at
http://www.foxyjewelry.com.  This site is intended to sell jewelry, gemstones
and watches.  The products currently on the web site are primarily on

<PAGE>

consignment to Foxy for resale.  There is also custom jewelry designed by the
Company on display at the web site to give potential customers an idea of the
workmanship and ideas of what might be done on a custom basis.

d) Consignment merchandise is a standard business practice in the
jewelry business.. Foxy intends to seek and make arrangements with as many
suppliers, commercial and private, as possible under acceptable terms in
order to accumulate inventory for sale.  This approach preserves the
Company's resources while providing maximum opportunity to capitalize on the
marketing resources of the Company's web site and affiliations.

e) The logical progression of the Company, if and when the resources and
reputation of the company warrants, would be to design jewelry that would be
produced in large quantities to sell wholesale to jewelry stores, on the
Internet and or on TV programs.
f) The final and ultimate marketing goal of the Company, once the
aforementioned marketing methods have achieved success and sufficient
funds, is to open a retail store, first in Las Vegas and eventually expand to
a chain  of retail stores, thereby realizing the dream the Company's
president had postulated upon managing his first store for Zales.  The fact
that the Company is public could help to implement this plan with future
offerings.

Going Concern
-------------

The Company experienced operating losses for the period ended March 31,
2002.  The financial statements have been prepared assuming the Company will
continue to operate as a going concern which contemplates the realization of
assets and the settlement of liabilities in the normal course of business. No
adjustment has been made to the recorded amount of assets or the recorded
amount or classification of liabilities which  would be required if the
Company were unable to continue its operations.  As discussed in Note 2, of
the notes to the financial statements, the Company has had limited operations
and has not commenced planned principal operations.  This raises substantial
doubt about its ability to continue as a going concern.  Management's plans
in regard to these matters are also described in Note 2.

Loss Per Share
--------------

The Company adopted the provisions of Statement Of Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share" that established standards
for the computation, presentation and disclosure of earnings per share
("EPS"), replacing the presentation of Primary EPS with a presentation of
Basic EPS.  It also requires dual presentation of Basic EPS and Diluted EPS
on the face of the income statement for entities with complex capital
structures.  The Company did not present Diluted EPS since it has a simple
capital structure.

<PAGE>

Results of Operations
---------------------

During the First Quarter ended March 31, 2002, the Company did not
generate any profit.  In addition, the Company does not expect to generate
any profit for the next year.

In its most recent three month operating period ended March 31, 2002, the
Company generated no revenues; and, the Company incurred a net loss
of $921 as compared to net loss of $654 for the same period last year,
this net loss included amortization costs of $150, and general and
administrative expenses of $771; and, a negative cash flow $921 for the
first three months of this fiscal year.  During the First Quarter, the
Company continued to seek new strategies to market its website.  The majority
of the Company's expenses for the Quarter included administrative fees, which
mainly included accounting fees to fulfill SEC fully reporting requirements.
Since the Company's inception the Company has lost $19,046.

Plan of Operation
-----------------

Management does not believe that the Company will be able to generate
profits during the coming year, unless the company can define a better
strategy to market products through its website.  Management does not
believe the company will generate any profit in the near future,
as developmental and marketing costs will most likely exceed any
anticipated revenues.

As stated earlier in this filing, Management plans to raise equity capital to
finance  the  operating  and capital requirements of  the  Company.   Amounts
raised  will  be  used to further development of the Company's  products,  to
provide  financing for marketing and promotion, to secure additional property
and equipment, and for other working capital purposes.  While the Company  is
expending  its best efforts to achieve the above plans, there is no assurance
that  any  such  activity  will generate funds that  will  be  available  for
operations.

Liquidity and Capital Resources
-------------------------------

On June 7, 1998, the Company's current President, purchased 600,000 shares of
the Company's common stock from the incorporator of the Company.

On September 1, 1998 the Company issued 400,000 shares of it $0.001 par value
common stock to Mr. Fox in exchange for inventory valued at $500.

On December 1, 1999 two additional shareholders purchased 50,000 shares
each for $1,000 (or 2 cents/share).

The Company was issued a permit to sell securities to the public in the
State of Nevada pursuant to Nevada Revised Statues Chapter 90.490.  This
offering (hereinafter referred to as the "Offering") was made in reliance
upon an exemption from the registration provisions of Section 5 of the
Securities Act of 1933 (the "Act"), as amended, pursuant to regulation D,

<PAGE>

Rule 504, of the Act.  The Company sold five hundred twenty-seven thousand
seven hundred (527,700) shares of it $0.001 par value common stock of the
Company during the Offering to approximately 90 shareholders in the State of
Nevada at $0.05 per share for total cash of $26,385.  The Offering was closed
July 28, 2000. The Company filed an original Form D with the Securities and
Exchange Commission.

There have been no other issuances of common or preferred stock.  These are
the Company's only significant capitalization events to date.

As of March 31, 2002, the Company has 2,027,700 shares of common stock issued
and outstanding held by approximately 90 shareholders of record. The Company
has limited financial resources available, which has had an adverse impact on
the Company's liquidity, activities and operations. These limitations have
adversely affected the Company's ability to obtain certain projects and
pursue additional business.  The independent auditor of the Company has
issued a going concern opinion in Note 2 "Management plans to raise equity
capital to finance the operating and capital requirements of the Company.
Amounts raised will be used to further development of the Company's products,
to provide financing for marketing and promotion, to secure additional
property and equipment, and for other working capital purposes.  While the
Company is expending its best efforts to achieve the above plans, there is no
assurance that any such activity will generate funds that will be available
for operations."

The Company may not have significant cash or other material assets, to cover
its operating costs and to allow it to continue as a going concern.  It would
therefore be the intent of the Company to seek to raise additional capital
via a private placement offering pursuant to Regulation "D" Rule 505 or 506.
There is no assurance that the proceeds of any private placement would raise
sufficient funding to enhance the Company's financial resources sufficiently
to generate volume for the Company.

Employees
---------

Initially the company's President will be the only employee and that will be
on a part time basis and increasing as necessitated by business.  The
company's Vice-President will do bookkeeping and such on an as needed basis.

As a result of the Company's current limited available cash, no officer or
director received compensation through the First Quarter ended March 31,
2002.  Foxy intends to pay salaries when cash flow permits.  No officer or
director received stock options or other non-cash compensation during the
First Quarter year ended March 31, 2002.  The Company does have employment
agreements in place with each of its officers.

The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.

<PAGE>

Market For Company's Common Stock
---------------------------------

The Common Stock of the Company is currently traded on the OTC-Bulletin
Board.  There are currently 10 market makers listing quotes on the company
which presently has a best bid of $.13 and a best of ask $.25.

Dividend Policy
---------------

The Company has never paid or declared any dividend on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including
such things as future capital expenditures (including the amount and nature
thereof), finding suitable merger or acquisition candidates, expansion and
growth of the Company's business and operations, and other such matters are
forward-looking statements.  These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results or developments will conform
with the Company's expectations and predictions is subject to a number of
risks and uncertainties, general economic  market and business conditions;
the business opportunities (or lack thereof) that may be presented to and
pursued by the Company;  changes in laws or  regulation; and other factors,
most of which are beyond the control of the Company.

This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans.  Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors.  Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence on

<PAGE>

continued growth in the use of the Internet, the Company's inexperience with
the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB
are qualified by these cautionary  statements and there can be no assurance
that the actual results or  developments  anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on the Company or its business or operations.  The
Company assumes no obligations to update any such forward-looking statements.

                       PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

None.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2002, no matters were submitted to the
Company's security holders.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

  3     Articles of Incorporation & By-Laws

               a) Articles of Incorporation of the Company filed December
               12, 1997.  Incorporated by reference to the exhibits to
               the Company's General Form For Registration Of Securities
               Of Small Business Issuers on Form 10-SB, previously filed
               with the Commission on May 24, 2001.



               (b) By-Laws of the Company adopted December 19, 1997.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission on May 24, 2001.

<PAGE>

  4     Instruments Defining the Rights of Security Holders

               (a) Facsimile of specimen common stock certificate,
               incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission on May 24, 2001.

  13    Annual or Quarterly Reports

               Form 10-QSB for the Quarter ended June 30, 2001.  Incorporated
               by reference to the Company's Quarterly Report for Small
               Business Issuers on Form 10-QSB, previously filed with the
               Commission.

  23    Consent of Experts and Counsel

               (a) Consent of Independent Public Accountant

 (b) Reports on Form 8-K

     An 8-K was filed February 20, 2002 and is Incorporated by Reference.

<PAGE>

                                 SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                  Foxy Jewelry Inc.
                                 -------------------
                                    (Registrant)

Date:  May 9, 2002
       ------------------

By:  /s/ Michael Fox
     ---------------------
     Michael Fox,
     Chairman of the Board
     President,
     Chief Financial Officer