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 September 30, 2001
--------------------------------------------------------------------------

[ ]  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]

               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

                                       1

<PAGE>

The Registrant has 2,027,700 common shares issued and outstanding, as of
September 30, 2001.  Preferred shares none issued nor outstanding as of
September 30, 2001.


Traditional Small Business Disclosure Format (check one)

                                          Yes [ ]     No [X]


                                       2

<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 nine months ended September 30, 2001.  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 nine months ended
September 30, 2001, follow.


                                      3

<PAGE>

G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant

                                                         330 E. Warm Springs
                                                        Las Vegas, NV  89119
                                                                702.528.1984
                                                         425.928.2877 (efax)

                  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 September 30,
2001 and the related statements of operations for the nine-months ended
September 30, 2001 and 2000 and for the period December 12, 1997
(Inception) to September 30, 2001, and statements of cash flows for the
nine-month period ending September 30, 2001 and 2000 and for the period
December 12, 1997 (Inception) to September 30, 2001.  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.

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, 2000, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in my report dated March 9, 2001, I expressed an unqualified
opinion on those financial statements.

October 30, 2001

/s/ G. Brad Beckstead
-----------------------
G. Brad Beckstead, CPA

                                      4

<PAGE>

                             Foxy Jewelry, Inc.
                       (a Development Stage Company)
                                Balance Sheet

<TABLE>
<CAPTION>

BALANCE SHEET
                                       (unaudited)
                                       September 30,         December 31,
                                         2001                   2000
                                       ---------             ------------
<S>                                    <C>                     <C>
Assets

Current assets:
  Cash                                 $  2,011                $ 10,975
  Inventory                               8,224                   3,300
                                       --------                --------
    Total current assets                 10,235                  14,275

  Web development costs, net              2,350                   2,850
                                       --------                --------
                                       $ 12,585                $ 17,125
                                       ========                ========

Liabilities and Stockholder's Equity

Current liabilities:                   $      -                $      -
                                       --------                --------
    Total current 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                   (17,300)                (12,760)
                                       --------                --------
                                         12,585                  17,125
                                       --------                --------
                                       $ 12,585                $ 17,125
                                       ========                ========

</TABLE>

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

                                       5
<PAGE>

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

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                       Three Months Ending  Nine Months Ending    Dec 12, 1997
                          September 30,        September 30,     (Inception) to
                       -------------------  ------------------    September 30,
                          2001      2000      2001     2000         2001
                       ----------  -------  -------- --------  --------------
<S>                     <C>        <C>       <C>       <C>       <C>

Revenue                 $    750   $      -  $  1,850  $      -  $  1,850
                        --------   --------  --------  --------  --------
Expenses:
  General
  administrative
  expenses                   894      3,506     5,890     5,923    18,500
  Amortization               150          -       500         -       650
                        --------    -------  --------  --------  --------
     Total expenses          999      3,506     6,390     5,923    19,150
                        --------   --------  --------  --------  --------
Net (loss)              $   (249)  $ (3,506) $ (4,540) $ (5,923) $(17,300)
                        ========   ========  ========  ========  =========

Weighted average
  number of common
  shares outstanding   2,027,700   1,500,000  2,027,700  1,500,000  1,826,200
                       =========   =========  =========  =========  =========
Net (loss) per share   $  (0.00)   $  (0.00)  $  (0.00)  $  (0.00)  $  (0.01)
                       =========   =========  =========  =========  =========

</TABLE>

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


                                       6

<PAGE>

                             Foxy Jewelry, Inc
                     (a Development Stage Company)
                          Statement of Cash Flows
                                (unaudited)


<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                                              December 12,
                                      Nine Months Ended           1997
                                         September 30,      (Inception) to
                                    ---------------------    September 30,
                                       2001        2000          2001
                                    ---------    --------    -----------
<S>                                   <C>        <C>           <C>
Cash flows from operating
   activities
Net (loss)                            $ (4,540)  $  (5,923)    $ (17,300)
Amortization                               500           -           650
Shares issued for services                   -           -         1,500
Adjustments to reconcile net
  (loss) to net cash used by
  operating activities:
    (Increase) in inventory             (4,924)     (2,800)       (8,224)
                                      -----------------------------------
Net cash used by operating activities   (8,964)     (8,723)      (23,374)

Cash flows from investing activities
  Website development costs                  -      (3,000)       (3,000)
                                      -----------------------------------
Net cash used by investing activities        -      (3,000)       (3,000)

Cash flows from financing activities
  Loan from shareholder                      -           -             -
  Common stock                               -      26,385        28,385
                                      ----------------------------------
Net cash provided by
  financing activities                       -      26,385        28,385
                                      ----------------------------------

Net increase in cash                    (8,964)     14,662         2,110

Cash - beginning                        10,975       1,490             -
                                      ----------------------------------
Cash - ending                         $  2,011   $  16,152      $  2,011
                                      ==================================
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>

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


                                       7
<PAGE>

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

Note 1 - Basis of Presentation

The consolidated 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 consolidated interim financial statements be read in conjunction
with the financial statements of the Company for the period ended March 31,
2001 and notes thereto included in the Company's Form 10SB.  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 consolidated 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
September 30, 2001, the Company has accumulated operating losses of
approximately $17,300 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.

                                      8

<PAGE>

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


Note 3 - Related party transactions

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.


                                     9

<PAGE>

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
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.

                                    10

<PAGE>

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 September 30,
2001.  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, management believes it has
enough funds to operate for the next twelve (12) months without the
need to raise additional capital to meet its obligations in the normal
course of business.


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.

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

During the Third Quarter ended September 30, 2001, 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 nine month operating period ended September 30, 2001, the
Company generated $1,850 in revenues; and, the Company incurred a net loss
of $4,540 as compared to net loss of $5,923 for the same period last year,
this net loss included amortization costs of $500, and general and
administrative expenses of $5,890; and, a negative cash flow $8,964 for the
first nine months of this fiscal year.  During the Third 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 $17,300.

                                    11
<PAGE>


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, the Company believes it has enough
monies to sustain itself for the next twelve months, during this
developmental process.

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,
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 September 30, 2001, 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 5 of the Notes to
Financial Statements.  " The ability of the Company to continue as a going
concern is dependent upon its ability to raise additional capital from the
sale of common stock and, ultimately, the achievement of significant

                                 12

<PAGE>

operating revenues."  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 Third Quarter ended September 30,
2001.  Foxy intends to pay salaries when cash flow permits.  No officer or
director received stock options or other non-cash compensation during the
Third Quarter year ended September 30, 2001.  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.


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

The Common Stock of the Company is currently not traded on the OTC-Bulletin
Board or any other formal or national securities exchange.  There is no
trading market for the Company's Common Stock at present and there has
been no trading market to date.  The Company has submitted a 15c211
application with a market maker to list its common stock on the NASD OTC-
Bulletin Board.  During the Third Quarter, the Company completed its comment
phase for its Registration Statement filed on Form 10SB12G with the U.S.
Securities and Exchange Commission.


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.


                                 13

<PAGE>


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 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.


                                     14
<PAGE>


                       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 September 30, 2001, 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.

  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.


                                    15
<PAGE>

  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

     None.

                                      16

<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:  November 5, 2001
       ------------------

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

                                         17

<PAGE>