UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   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 September 30, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from _____________ to _____________

                        Commission file number 000-032103

                              Savoy Resources Corp.
               --------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Colorado                                      84-1522003
   ---------------------------               ----------------------------------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization)

                 18826 Pagentry Place, Monument, Colorado 80132
                 ----------------------------------------------
                    (Address of principal executive offices)

                               011-27-11-807-1446
                               ------------------
                           (Issuer's telephone number)


               --------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS 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 [X]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                                Yes [ ]   No [X]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 66,025,517 shares of common stock,
$0.001 par value per share, outstanding as of November 21, 2005.

Transitional Small Business Disclosure Format (Check one):  Yes [ ]  No  [X]



<PAGE>

                         PART I - FINANCIAL INFORMATION



                              Savoy Resources Corp.
                          (A Development Stage Company)
                                  Balance Sheet
                               September 30, 2005
                                   (Unaudited)


                                     Assets

Cash and cash equivalents                                           $    73,565

Prepaid expense                                                           2,195
                                                                    -----------

         Total current assets                                            75,760
                                                                    -----------

Property and Equipment, net                                              10,401
                                                                    -----------

                                                                    $    86,161
                                                                    ===========


                      Liabilities & Stockholders' (Deficit)

Current Liabilities
     Accounts payable                                               $   436,089
     Accrued interest                                                     5,945
     Related party payable                                              172,301
     Advance payable                                                     34,285
                                                                    -----------
         Total current liabilities                                      648,620
                                                                    -----------

     Convertible notes payable, net of debt discount                    129,167
                                                                    -----------

         Total liabilities                                              777,787
                                                                    -----------


Stockholders' (Deficit)
     Preferred stock, $0.001 par value; 10,000,000 shares
         authorized; no shares issued and outstanding                        --
     Common stock, $0.001 par value; 100,000,000 shares
         authorized; 65,805,517 shares issued and outstanding            65,805
     Additional paid-in capital                                       5,652,907
     Warrants                                                           140,000
     Stock subscriptions                                                100,000
     (Deficit) accumulated in the development stage                  (6,650,338)
                                                                    -----------
                                                                       (691,626)
                                                                    -----------

                                                                    $    86,161
                                                                    ===========


            See the accompanying notes to the financial statements.

                                      F-1
<PAGE>

<TABLE>
<CAPTION>



                              Savoy Resources Corp.
                          (A Development Stage Company)
                            Statements of Operations
   Three and Nine Months Ended September 30, 2005, and September 30, 2004, and
    and the Period From Inception (September 24, 2002) to September 30, 2005
                                   (Unaudited)

                                                  Three Months Ended               Nine Months Ended         Inception to
                                             September 30    September 30    September 30    September 30    September 30
                                                2005              2004           2005            2004            2005
                                            --------------   ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>             <C>
Revenues                                     $         --    $         --    $         --    $         --    $         --
                                             ------------    ------------    ------------    ------------    ------------

Operating Expenses
        Stock based compensation                1,060,000          50,500       1,130,000          50,500       1,180,500
        Mineral property exploration
          and development                         500,000          (5,546)        700,000          98,708       1,026,581
        Purchased research and development             --              --              --              --          40,348
        Settlement expense                         26,078              --         618,023              --         618,023
        Write-off of receivable                        --              --          81,138              --          81,138
        General and administrative                328,573         311,187       1,347,517       1,128,060       3,188,158
                                             ------------    ------------    ------------    ------------    ------------
                                                1,914,651         356,141       3,876,678       1,277,268       6,134,748
                                             ------------    ------------    ------------    ------------    ------------

Operating (loss)                               (1,914,651)       (356,141)     (3,876,678)     (1,277,268)     (6,134,748)
                                             ------------    ------------    ------------    ------------    ------------

Other Income (Expense)
        Interest expense                         (135,112)             --        (135,112)             --        (135,112)
        (Loss) on sale of Siranna                      --              --        (334,719)             --        (334,719)
        Equity (loss) on Canadian venture              --         (39,159)             --         (39,159)        (45,759)
                                             ------------    ------------    ------------    ------------    ------------

Net (Loss)                                   $ (2,049,763)   $   (395,300)   $ (4,346,509)   $ (1,316,427)   $ (6,650,338)
                                             ============    ============    ============    ============    ============


Weighted Average Shares Outstanding
  Basic and Diluted                            62,662,039      65,808,587      67,640,797      42,946,533
                                             ============    ============    ============    ============

(Loss) Per Common Share
  Basic and Diluted                          $      (0.03)   $      (0.01)   $      (0.06)   $      (0.03)
                                             ============    ============    ============    ============
</TABLE>

            See the accompanying notes to the financial statements.


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                              Savoy Resources Corp.
                          (A Development Stage Company)
                            Statements of Cash Flows
        Six Months Ended September 30, 2005, and September 30, 2004 and
      the Period From Inception (September 24, 2002) to September 30, 2005
                                   (Unaudited)

                                                            Nine Months Ended       Inception to
                                                      September 30   September 30   September 30
                                                          2005           2004          2005
                                                      -----------    ------------   -----------
<S>                                                   <C>            <C>            <C>
Cash Flows from Operating Activities
  Cash (used in) operating activities                 $  (716,049)   $(1,008,230)   $(2,164,051)
                                                      -----------    -----------    -----------

Cash Flows from Investing Activities
               Purchase of property and equipment          (5,386)        (9,506)       (14,741)
               Cash acquired in reverse acquisition            --            169            169
               Advances to Canadian joint venture              --        (45,758)       (45,758)
               Investment in China joint venture         (700,000)      (300,000)    (1,000,000)
                                                      -----------    -----------    -----------
Cash (used in) investing activities                      (705,386)      (355,095)    (1,060,330)
                                                      -----------    -----------    -----------

Cash Flows from Financing Activities
               Related party advances                          --         60,675        143,301
               Loan payable                                    --             --         34,285
               Proceeds from 5% convertible notes         775,000             --        775,000
               Proceeds from common stock issued
                for cash and stock subscriptions          720,000      1,310,181      2,345,360
                                                      -----------    -----------    -----------

Cash provided by financing activities                   1,495,000      1,370,856      3,297,946
                                                      -----------    -----------    -----------

Increase in cash and cash equivalents                      73,565          7,531         73,565

Cash and cash equivalents
      Beginning of period                                      --             --             --
                                                      -----------    -----------    -----------

      End of period                                   $    73,565    $     7,531    $    73,565
                                                      ===========    ===========    ===========

</TABLE>

            See the accompanying notes to the financial statements.

                                      F-3
<PAGE>

                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)

NOTE 1 - NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION

The Company is a precious metals and mineral exploration and development
company. The Company presented its financial statements on a consolidated basis
through April 23, 2005, the date that it sold its 97% interest in Societe
Siranna S.A.R.L. ("Siranna"). The Company also has a 40% interest in a joint
venture with the First Institute of Geology and Exploration of Heilongjiang
Province, China which is recorded as an equity investment for which all
contributions are expensed as mineral exploration and development costs, thus
the investment is carried at $0 as of September 30, 2005.


The Company is in the exploration stage of its mineral property exploration and
development. To date, the Company has not generated any revenues from operations
and significant future operating losses are anticipated. The Company's
continuance of operations and evolution to operating status are contingent on
raising additional capital to finance further exploration and development work,
and on the future development of its mineral properties. Accordingly, these
factors raise substantial doubt about the Company's ability to continue as a
going concern. The Company anticipates funding its operations for the next
twelve months, as required, through equity financings and related party
advances.

The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of Management, all adjustments considered necessary for a fair presentation,
consisting solely of normal recurring adjustments, have been made. Operating
results for the period ended September 30, 2005 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2005. These
financial statements should also be read in conjunction with Savoy's audited
financial statements as at December 31, 2004 included in the Form 10-KSB.


NOTE 2 - ACCOUNTING POLICIES

Debt With Detachable Warrants And/Or Beneficial Conversion Feature

The Company accounts for the issuance of detachable stock purchase warrants in
accordance with Accounting Principles Board Opinion 14 ("APB 14"), whereby we
separately measure the fair value of the debt and the detachable warrants and
allocate the proceeds from the debt on a pro-rata basis to each. The resulting
discount from the fair value of the debt allocated to the warrants, which is
accounted for as paid-in capital, is amortized over the estimated life of the
debt.

                                      F-4

<PAGE>

                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)




In accordance with the provisions of Emerging Issues Task Force Issue ("EITF")
98-5 and EITF 00-27, we allocate a portion of the proceeds received to any
embedded beneficial conversion feature, based on the difference between the
effective conversion price of the proceeds allocated to the convertible debt and
the fair value of the underlying common stock on the date the debt is issued. In
the event the convertible debt also had detachable stock purchase warrants, we
first allocate proceeds to the stock purchase warrants and the debt and then
allocate the resulting debt proceeds between the beneficial conversion feature,
which is accounted for as paid-in capital, and the initial carrying amount of
the debt. The discount resulting from the beneficial conversion feature is
amortized over the estimated life of the debt.

Loss Per Share

Basic loss per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Diluted
loss per share figures are equal to those of basic loss per share for each
period since the effects of stock options have been excluded as they are
anti-dilutive.

NOTE 3 - SALE OF SIRANNA

Siranna held an operating permit to two gemstone exploration and development
properties, which are located in the province of Antsiranana, Republic of
Madagascar. The two gemstone exploration and development properties were
prospected, staked and registered with the Madagascar Ministry of Energy and
Mines, on behalf of Siranna by Siranna's resident geologist on February 27, 2003
and were contributed to Siranna for nominal consideration of $1. Savoy had
intended to develop a precious gemstone exploration and marketing business based
on Siranna's possession of full resource exploitation and gemstone exportation
permits.

On April 23, 2005, Savoy sold its 97% equity interest in Siranna to Mr. Robert
Slavik, a former officer and director who owns approximately 6% of the Company's
common stock, in consideration for his cancellation and return to treasury of
19,000,000 shares from his position of 21,000,000 shares of Savoy. As part of
this agreement, Savoy agreed to issue 2,000,000 new shares of common stock to
Slavik. The shares retained by Mr. Slavik and the newly-issued shares will be
restricted pursuant to Rule 144 of the General Rules and Regulations under the
Securities Act of 1933. During the period ended September 30, 2005, the Company
recorded a loss on the sale of Siranna of $344,719. The loss consists of the
write off of the investment in Siranna of $22,500, advance to Siranna of
$244,000 and the accumulated losses of Siranna of $68,219.


NOTE 4 - RELATED PARTY TRANSACTIONS

During the period ended September 30, 2005, the Company incurred directors fees
of $21,000 and consulting fees to Directors and former directors of $110,583. In
addition, $186,301 is due to related parties at September 30, 2005 for operating
advances and expenses paid on behalf of the Company. All the amounts are
non-interest bearing and have no stated repayment terms.

During the period ended September 30, 2005, the Company wrote off $81,138 of
advances to former directors as collection is not probable.


NOTE 5 - INTEREST IN HEILONGJIANG JOINT VENTURE

Effective May 20, 2004, the Company entered into an agreement with the First
Institute of Geology Exploration of Heilongjiang Province, China (the "First
Institute"), providing the contractual right to form a joint venture enterprise
(the "HJV") in accordance with the Laws of the People's Republic of China
("PRC") for Chinese-Foreign Cooperative Joint Ventures. The HJV was formed in
June of 2004 for the purpose of conducting gold and other mineral exploration,
evaluation and development in Heilongjiang Province and other areas of mutual
interest in the PRC. The formation of the HJV was approved by the government of
PRC and a business license was issued to the HJV on June 30, 2004. Upon
completion, the HJV will have total registered capital contributed of
approximately $5,000,000, of which $1,500,000 will be contributed by the First
Institute in the form of exploration licenses and $3,500,000 will be cash
contributions by the Company. The Company will account for its capital
contributions as mineral exploration and development costs until proven and
probable reserves exist, the property is a commercially minable property, and
the Company has acquired a controlling interest over the assets of the HJV.
During the period ended September 30, 2005 the Company contributed $700,000. The
Company will be required to contribute $1,000,000 by December 31, 2005, and the
final $1,500,000 by December 31, 2006.




                                      F-5
<PAGE>

                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)


NOTE 6 - CAPITAL STOCK

The Company is authorized to issue up to 100,000,000 common shares with a par
value of $0.001 per share and 10,000,000 preferred shares with a par value of
$0.01.

Effective March 23, 2004, the Company completed a 3 for 1 forward stock split.
All references to shares of common stock issued and outstanding in these
consolidated financial statements have been restated as required to reflect this
forward stock split.

On November 12, 2004, the Company issued 5,000,000 units, each unit consisting
of one share of common stock, one series A warrant exercisable to purchase one
share of common stock at $0.20 per share through November 11, 2007, and one
series B warrant exercisable to purchase one-half share of common stock through
November 11, 2008, of which two series B warrants are exercisable to purchase
one share of common stock at $0.40, to EIB Capital Corp. Of the $600,000
purchase price for the units, the Company received $305,000 on or about November
12, 2004, and $175,000 during the period from December through May 2005.The
Company paid a finders fee of 5% or $30,000 in connection with the sale of the
units. Management has estimated that the fair market value of the stock purchase
warrants is $60,000. The Company agreed to register the shares of common stock
and the shares underlying the warrants with the Securities and Exchange
Commission upon EIB Capital's request. On February 8, 2005, the Company
increased the number of shares of common stock underlying the series A warrants
from 5,000,000 to 7,000,000 shares and the number of shares underlying the
series B warrants from 2,500,000 to 7,000,000 shares, and extended the term of
the series A warrants through February 7, 2008, and the term of the Series B
warrants through February 7, 2009. Additionally, the Company included in each
unit one series C warrant exercisable to purchase three-tenths share of common
stock through February 7, 2009, of which ten series C warrants are exercisable
to purchase one share of common stock at $0.20, and granted EIB Capital
registration rights for the additional shares of common stock underlying the
warrants. As consideration for the increase in the number of shares of common
stock underlying the series A and B warrants, the inclusion in the units of the
series C warrants and the grant of registration rights, EIB Capital provided us
with an undertaking in the amount of $700,000 to fund the second payment due
under our joint venture agreement with the First Institute of Heilongjiang
Province, China, and a commitment for $200,000 in working capital to be made
available upon mutually acceptable terms and conditions based upon market
conditions. On May 10, 2005, the Company cancelled and returned to treasury
approximately 20% of the units issued to EIB Capital, leaving 4,000,000 shares
of common stock, 5,600,000 shares of common stock underlying the series A
warrants, 5,600,000 shares of common stock underlying the series B warrants and
1,200,000 shares underlying the series C warrants included in the units. During
the period ended September 30, 2005, the Company received the remaining $120,000
from EIB Capital and issued 1,200,000 shares.


                                      F-6
<PAGE>


                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)

The Company announced, on January 2, 2005, and completed, on January 21, 2005,
the sale of units for $300,000 in cash consisting of 2,000,000 shares of common
stock and 2,000,000 warrants exercisable to purchase 2,000,000 shares of common
stock at $0.30 per share to January 2, 2007 and 2,000,000 warrants exercisable
to purchase 2,000,000 shares at $0.45 per share to January 2, 2007. Management's
estimate of the fair value of the stock purchase warrants is $30,000. A finders
fee of $10% or $30,000 was deducted from the proceeds.

During the period ended September 30, 2005, the Company issued a total of
3,500,000 shares of common stock valued at an aggregate of $595,000 to two
individuals for services, of which $220,000 had been accrued at December 31,
2004.

On April 1, 2005, the Company sold 1,333,333 units, each unit consisting of one
share of common stock and one warrant exercisable to purchase one-half share of
common stock, to Alpha Capital Aktiengesellschaft for $200,000. Two warrants are
exercisable to purchase one share of common stock at $0.35. The fair value of
the warrants, in management's estimation, is $20,000. A finders fee of 8% or
$16,000 was provided to EIB Capital and applied toward their subscription
receivable.

On April 23, 2005, an officer and director of the Company returned 19,000,000
shares of common stock for cancellation contemporaneously with the Company's
sale of its equity interest in Siranna to him. The Company also issued 2,000,000
restricted shares of common stock to this individual as part of the transaction.

In conjunction with the Hampton litigation discussed in Note 7, 8,055,000 shares
of common stock were returned to the Company and cancelled.

The Company issued 150,000 shares of common stock in settlement of a consulting
arrangement. The shares were valued at $0.19 per share the fair market value on
the date of the settlement.

The Company agreed to issue 107,184 shares of common stock in conjunction with
the settlement of the WSIR litigation, see Note 7.

The Company issued 4,000,000 shares, valued at $960,000 or $0.24 per share, the
closing price on the date the transaction was agreed to, to its directors for
services.

The Company issued 4,000,000 shares into escrow in compliance with the Hampton
litigation (see Note 7.)


                                      F-7
<PAGE>


                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)

The Company entered into an agreement dated July 2, 2005, with Lyons Capital,
LLC, for the performance of investor relations services to be paid via the
issuance of 400,000 shares of common stock and reimbursement of expenses. The
shares were issued at the fair market value on the date of the agreement, $0.20
per share or, $80,000.


Share Purchase Warrants
The Company's share purchase warrant activity is as follows:
<TABLE>
<CAPTION>

                                                                   Weighted Average
                              Number of      Weighted Average      Remaining
                              warrants        Exercise Price       Contractual Life
                              ------------- -------------------- ------------------
<S>                             <C>                        <C>        <C>
  Balance, December 31, 2004    13,750,000                 0.20       2.50 years
                      Issued    10,786,667                 0.18       2.92 years
                   Exercised            --                   --
                     Expired            --                   --
                              ------------- -------------------- ------------------

 Balance, September 30, 2005    24,536,667                $0.29       2.86 years
                              ============= ==================== ==================
</TABLE>

Stock Options
-------------
On January 2, 2004, the Board of Directors of the Company approved the adoption
of a new stock option plan (the "Plan") allowing for the granting of options
exercisable to purchase up to 27,900,000 shares of common stock to directors,
officers, employees and consultants of the Company and its former subsidiary.
Options granted under the Plan were at prices and for terms as determined by the
Board of Directors, with terms not to exceed 10 years. The Plan further provides
that the Board of Directors may grant to any key personnel of the Company who
are eligible to receive options, one or more incentive stock options at a price
not less than fair market value and for a period not to exceed 10 years from the
date of grant. Options and incentive stock options granted under the Plan may
have vesting requirements as determined by the Board of Directors.

At December 31, 2004, there were 400,000 granted with an average exercise price
of $ 0.47 and expiring over 1.22 years. All the options were cancelled on April
7, 2005.

On August 4, 2005, the Company granted 500,000 options to a director with an
exercise price of $0.02 per share, with immediate vesting and a expiration date
of August 3, 2008. Using the Black Scholes method and the following variables,
expected volatility 97.5%, stock price on date of grant, $0.24, no expected
dividends and a risk free rate of 5.0%, the value of the grant is $0.22 per
share. The pro-forma effect would increase the net loss of the Company by
$110,000 to $(2,149,763) and $(4,446,509) for the three and nine months ended
September 30, 2005.



                                      F-8
<PAGE>


                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)


NOTE 7 - LEGAL PROCEEDINGS

In December 2004, nine plaintiffs filed a civil action, Case Number 04CV4894,
styled Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka Boussy,
676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum Resource Holding (sic),
Inc., Plaintiffs, versus Savoy Resources Corp., Robert Slavik, Weiguo Lang,
Patricia Cudd, Zhengli (sic) (Charles) Ge, Daniel S. McKinney and PacWest
Transfer, LLC, Defendants, in the District Court of El Paso County, Colorado
(the "Civil Action"), against seven defendants, including Savoy, the Company's
President/Chief Executive Officer and Board of Directors, its transfer agent and
its legal counsel. The plaintiffs claimed that the defendants wrongfully
cancelled and otherwise dispossessed them of a total of 17,867,250 shares of
common stock of Savoy owned collectively by them (the "Shares"). The Company
denied the allegations and filed a counterclaim against Mr. Floyd Wandler
alleging that he breached his fiduciary duty to Savoy. In January 2005, the
Court granted a temporary restraining order enjoining the defendants from taking
any action whatsoever with respect to the Shares and any benefits obtained from
them and ordering the defendants to immediately provide a full accounting of any
sales or other dispositions of the Shares and any benefits received from them.
On May 13, 2005, Savoy and the other defendants, except Mr. Slavik (the
"Settling Defendants"), entered into a Settlement Agreement and Mutual Release
with the plaintiffs providing for dismissal with prejudice by the plaintiffs of
their pending claims and counterclaims against the Settling Defendants and the
Settling Defendants' dismissal with prejudice of their pending claims and
counterclaims against the plaintiffs in the Civil Action and against two of the
plaintiffs and two other individuals, as the defendants, in the civil action
number 04-cv-00290-EWN-CBS styled Savoy Resources Corp., a Colorado corporation,
Plaintiff, versus Floyd Wandler, Byron Hampton, Michael Gheyle and Robert Welch,
Defendants, filed in the United States District Court for the District of
Colorado. Savoy filed this case in February of 2005 against the defendants
seeking their disgorgement of short swing profits from purchases and sales of
common stock of Savoy in violation of Section 16(b) of the Securities Exchange
Act of 1934. As part of the settlement, the plaintiffs agreed to the
cancellation and return to treasury of 8,055,000 shares of common stock subject
to the Civil Action. The balance of 4,000,000 shares have been placed into
escrow and released to the plaintiffs at the rate of 50,000 shares per week on
the first day of each week commencing September 1, 2005, through April 2007. The
4,000,000 shares were valued at the closing price on the day of the settlement,
$0,15 per share.

The Company is the defendant in a civil action filed by Wall Street Investor
Resources Corp., a Maryland corporation, in the District Court of El Paso
County, Colorado, in April 2005. The plaintiff seeks to recover damages for
alleged unpaid marketing consulting services of $28,221. The suit was settled
for $10,000 and the issuance of 107,184 shares valued at $16,078 or $0.15 the
closing price on the date of settlement. The $10,000 was paid and the 107,1874
shares issued during the period ended September 30, 2005.


                                      F-9
<PAGE>


                              SAVOY RESOURCES CORP.
                          (A Development Stage Company)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005
                                   (Unaudited)

NOTE 8 - CONVERTIBLE NOTES

On August 5, 2005, the Company entered into the Subscription Agreement among
Savoy Resources Corp., Alpha Capital Aktiengesellschaft, Whalehaven Capital Fund
Limited, CMS Capital and Osher Capital Inc. (collectively, the "Subscribers"),
pursuant to which we issued and sold (i) Secured Convertible Notes in the
aggregate principal amount of $775,000, due August 5, 2006, bearing simple
interest at the rate of five per cent per annum and convertible into a total of
4,558,824 shares of common stock at a fixed conversion price of $0.17 per share
and (ii) Class D Common Stock Purchase Warrants exercisable to purchase a total
of 4,558,824 shares of common stock at an exercise price of $0.28 per share for
a period of four years through August 5, 2009, for a total purchase price of
$775,000 in cash. Alpha Capital owns, separate from the Note and the Class D
Warrant, 1,333,333 shares, and warrants exercisable to purchase 666,667 shares,
of our common stock. The closing of the transaction occurred on August 5, 2005.
Pursuant to the Security Agreement dated August 5, 2005, among Savoy Resources
and the Subscribers, the Notes are secured by all of our assets (collectively,
the "Collateral"), including, but not limited to, accounts, goods, real and
personal property, all present and future books and records relating to the
Collateral and all products and proceeds of the Collateral. Heilongjiang Savoy
Minerals Co., Ltd., a currently 40%-owned subsidiary of Savoy Resources, entered
into the Guaranty Agreement dated August 5, 2005, providing for Helongjiang
Savoy Minerals to guarantee payment of the Subscribers' loans and performance
under the Notes, the Subscription Agreement and all other agreements relating to
the sale and issuance of the Notes and the Class D Warrants. As part of the
transactions, the Company agreed to file a registration statement with the U.S.
Securities and Exchange Commission to register a total of 9,345,590 shares of
common stock issuable upon conversion of the Notes and exercise of the Warrants
within 45 days, and cause it to be declared effective within 150 days, after the
closing date. The terms of the private placement of the securities to the
Subscribers were approved and authorized by our board of directors. Financing
fees of 8% or $62,000 were paid relating to the sale and issuance of the
securities.

The warrants were valued using the Black Scholes option pricing model based on
the market price of the common stock at the date of the Subscription Agreement.
The value of the embedded beneficial conversion feature and the warrants of
$775,000 has been allocated to additional paid in capital. This amount will be
amortized over 12 months commencing August 5, 2005. Amortization expense during
quarter ended September 30, 2005 was $129,167.



NOTE 9 - SUBSEQUENT EVENTS

On November 19, 2005, Savoy agreed to amend the Settlement Agreement and General
Release dated October 5, 2005, with Thomas J. Deutsch Law Corporation ("TJDL").
The new terms provide for Savoy: (i) to pay TJDL $10,800 on or before December
16, 2005, and the sum of $5,400 on or before January 17, 2006; (ii) to deliver
220,000 shares of Savoy common stock to TJDL by not later than November 22,
2005, on the basis that Savoy will no longer have an option to purchase the
shares; and to provide TJDL, upon request and at no cost, with a proper legal
opinion on or after October 5, 2006, with regard to the resale of the shares
pursuant to Rule 144 under the Securities Act of 1933.





                                      F-10
<PAGE>

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

General
-------

     Until early January of 2004, when we acquired a 97% interest in Societe
Siranna S.A.R.L., a private Madagascar company that owned two gemstone
exploration properties in northern Madagascar together with full resource
exploitation and gemstone exportation permits, we were engaged in the
residential and commercial mortgage brokerage business. In March of 2004, we
entered into a joint venture agreement with the First Institute of Geology
Exploration of Heilongjiang Province, China (the "First Institute"), which was
finalized in May of 2004, for the purpose of conducting gold and other mineral
exploration and development in China. As a result of the aforementioned joint
venture, which was organized in September of 2004, we are undergoing a
transition to a gold and other mineral exploration and development company. As
of the date of this report, we are assessing the results of the significant
exploration and drilling work performed by the joint venture and the joint
venture partner, the First Institute, on three prospects located in Heilongjiang
Province, China, including the Sishan Forest Farm, Wuxing and Sipingshun
Mountains prospects. Because available information indicates the location of a
high-grade gold prospect on the Sishan Forest Farm gold property, the initial
target property, we have commenced a feasibility study on this prospect. We have
realized no revenues from these activities as of the date of this report. On
April 23, 2005, we sold our 97% equity interest in Siranna to a former executive
officer and director who owns approximately 6% of our outstanding common stock.

     The likelihood of our success will depend upon our ability:

     o    to further capitalize the joint venture and commence production as
          soon as practicable;

     o    to raise additional capital from equity and/or debt financing to meet
          the requirements described in this report; and

     o    to succeed in the competitive environment in which we will operate.

     We cannot be certain that:

     o    we will establish commercially viable operations on schedule in
          accordance with our business plan to ensure our success;

     o    we will raise sufficient funding to meet the demand for required
          capital; or

     o    our joint venture will result in the production of gold and other
          minerals on a commercial scale.

Plan of Operation

     In March of 2004, we entered into a long-term joint venture agreement with
the First Institute of Heilongjiang Province, China, which was finalized in May
of 2004, for the purpose of conducting gold and other mineral exploration,
evaluation and mining in Heilongjiang Province and other areas of mutual
interest in China. In September of 2004, the joint venture was formed with the
organization of Heilongjiang Savoy Minerals Co., Ltd., under the laws of China,
the receipt of project approval from the China Economic Development and Reform
Commission and the issuance to the joint venture of a business license by the
China Industry and Commerce Bureau and an exploration license by the China Land
and Resources Ministry. We are presently seeking to raise funds in order to meet
the schedule for our required capital contributions to the joint venture
totaling $2,500,000 over the next approximately thirteen months.



                                       2
<PAGE>

     We realized a net loss of $(2,049,763) for the quarter ended September 30,
2005, a net loss of $(4,346,509)for the nine months ended September 30, 2005,
and a net loss of $(6,650,338) for the period from September 24, 2002
(inception), through September 30, 2005. The loss per share of common stock was
$0.03 for the quarter ended September 30, 2005, and $0.06 for the nine months
then ended. The results of our operations for the nine months ended September
30, 2005, include a loss on the sale of Siranna of $(334,719). We expect to
continue to incur significant net losses from operations until we are
successful, if ever, in establishing commercial mining operations in
Heilongjiang Province, China, and generating profits from these operations. The
operating expenses that we incurred during the third quarter of the 2005 fiscal
year include the following:

     o    stock-based compensation of $1,060,000;

     o    mineral property exploration and development costs aggregating
          $500,000; and

     o    general and administrative expenses totaling $328,573.

We expect that general and administrative expenses, including consulting,
management, directors' and professional fees, will continue at significantly
decreased levels in the remaining quarter of the year ending December 31, 2005,
as compared to the levels of these expenditures incurred in the 2004 fiscal year
because of significant reductions in staff and consultants and the settlement of
a civil action in each of the second and third quarters of 2005.

     Expenses for stock-based compensation increased by approximately 2,099%,
from $50,500 to $1,060,000, for the quarter ended September 30, 2004, as
compared to the quarter ended September 30, 2005. Mineral property exploration
and development expenses for the quarter ended September 30, 2005, which
consisted of our capital contribution of $500,000 to the joint venture with the
First Institute, represented in excess of a 9,016% increase over mineral
property exploration and development expenses of $(5,546) for the quarter ended
September 30, 2005. General and administrative expenses increased from $311,187
for the quarter ended September 30, 2004, to $328,573 for the quarter ended
September 30 2005, an increase of approximately 6%. We incurred a settlement
expense of $26,078 for the quarter ended September 30, 2005, as a result of the
issuance of 107,184 restricted shares of our common stock to settle a civil
action in which the plaintiff sought to recover damages for alleged unpaid
marketing consulting services.

     Stock-based compensation expense of $1,130,000 for the nine months ended
September 30, 2005, represented an approximate 2,238% increase over stock-based
compensation expense of $50,500 for the nine months ended September 30, 2004.
Mineral property exploration and development expenses increased by approximately
709%, from $98,708 for the nine months ended September 30, 2004, to $700,000,
which represents our total capital contributions to the joint venture with the
First Institute, for the nine months ended September 30, 2005. General and
administrative expenses increased from $1,128,060 for the nine months ended
September 30, 2004, to $1,347,517 for the nine months ended September 30 2005,
an increase of approximately 20%. We incurred settlement expenses totaling
$618,023 for the nine months ended September 30, 2005, as a result of the
issuance of 107,184 restricted shares of our common stock to settle the civil
action described in the paragraph above and the issuance of 4,000,000 restricted
shares of our common stock to settle civil action number 04CV4894, which is
described under "Part II - Other Information - Item 1. - Legal Proceedings"
below. In the nine months ended September 30, 2005, we wrote off $81,138 in
advances to a former director because of the improbability of collection.



                                       3

<PAGE>
     On August 27, 2005, Messrs. Arthur Johnson and Michael Saner, a member of
our advisory board and a director of Heilongjiang Savoy Minerals Co., Ltd., the
China joint venture company, traveled to Heilongjiang Province for the purposes
of meeting with the First Institute and other appropriate governmental
authorities; visiting the Sishun Forest Farm, Wuxing and Sipingshun Mountains
mineral sites; continuing performance of the feasibility study on the Sishan
Forest Farm prospect, which has proven gold reserves of $150 million; arranging
with the First Institute to conduct further geophysical exploration on the
Wuxing site to determine the extent of the prospect; and meeting with a major
gold company regarding potential development of the Sipingshun Mountains
prospect. As a result of the trip, we developed a competent business report that
has been used in the completion of the feasibility study on the Sishan Forest
Farm site.

     On October 25, 2005, Mr. Saner returned to Heilongjiang Province for the
purpose of completing the feasibility study on the Sishan Forest Farm site and
performing an onsite appraisal of the Wuxing platinum, nickel, cobalt and copper
prospect. Subsequent to Mr. Saner's second trip, a 100-kilogram sample from the
Sishan Forest Farm site was sent to Johannesburg, South Africa, for analysis in
order to enable us to make a final assessment of the process technology that
could be used most effectively to recover the gold. Because of the sloping
terrain of Sishan Forest Farm and the lack of mineralization of the hanging
wall, management has determined to sink a vertical, instead of a decline, shaft,
as earlier planned based upon a computer model, in order to extract the ore.
Obtaining the results of analysis of the sample being analyzed in Johannesburg
is the final remaining impediment to the completion of the bankable feasibility
study on the Sishan Forest Farm prospect.

     We are seeking funding for development of our Sishan Forest Farm gold
prospect and a copper and cobalt leaching prospect located in South Africa that
management is considering for acquisition. Management believes that the South
African leaching prospect has the capability for generating revenue within the
period of six months after acquisition. This possible acquisition is attractive
to us because of its ability to generate revenue in the short-term; which
revenue could be used to offset our administrative and operating expenses until
the requisite financing can be obtained in order to enable us to commence gold
production at the Sishan Forest Farm site. Management anticipates that a period
of approximately two years would be required prior to the commencement of
production of gold from the Sishan Forest Farm prospect once financing for the
project is obtained.

Cash Requirements

     Over the twelve-month period ending September 30, 2006, we anticipate that
we will need to raise at least $1,500,000 in order to fund the development of
our joint operations in China with the First Institute and to meet our existing
operating requirements. Under the terms of the agreement with the First
Institute, we are required to contribute the balance of $2,500,000 to the joint
venture over the next approximately thirteen months. The schedule of required
capital contributions is as follows:

     o    $500,000 by April 5, 2005, which has been paid;

     o    $500,000 by July 31, 2005, which has been paid;

     o    $1,000,000 by December 31, 2005; and

     o    $1,500,000 by December 31, 2006.

     Because of the uncertainty in our business plan, we are unable to calculate
with certainty the cost of our plan of operations over the next twelve months.

     We are seeking to raise a total of an additional $10,000,000 via equity
and/or debt financing, which, if received, would be allocated for the following
purposes: (i) to make our final two payments totaling $2,500,000 to the China
joint venture; (ii) to provide funding for the commencement of gold mining
operations on the Sishan Forest Farm property; and (iii) to acquire the copper
and cobalt leaching prospect in South Africa currently under consideration. The
target amount of capital that we are seeking to raise by the end of the 2005
fiscal year is $5,000,000. This amount of funding would enable us to make our
required $1,000,000 capital contribution to the joint venture by year-end;
commence gold production at the Sishan Forest Farm site; and acquire the South
African copper and cobalt leaching prospect. As discussed in more detail below,
we currently have no sources for this proposed funding.



                                       4
<PAGE>
Capital Resources

     We presently have very limited working capital. Since January of 2004, we
have been funded with $920,000 in cash received from the exercise of stock
options to purchase a total of 27,900,000 shares of common stock; $1,400,000
received from the sale of units, including 12,283,333 shares of common stock and
warrants exercisable to purchase a total of 24,536,667 shares of common stock;
and $775,000 of 5%, secured, convertible notes, due August 5, 2006, and
convertible into a total of 4,558,824 shares of common stock. Unless we realize
$1,500,000 from the exercise of outstanding warrants or loans, the funds
received will not be sufficient to finance our next payment to the China joint
venture and pay our operating expenses, and it will be necessary to raise
additional funds in the next twelve months just to remain current in our capital
contributions to the joint venture and operate as a going concern. See the
discussion above for a description of the anticipated use of up to $10,000,000
in funding currently being sought by management. Management believes that any
funds raised would be raised through the sale of our equity securities and/or a
debt financing. However, we are currently exploring all available financing
alternatives, including, but not limited to, private and public securities
offerings, joint venture or partnering arrangements with established companies
and sales of equity interests in mineral prospects. There are no arrangements or
commitments with respect to funding and we may not be able to obtain additional
funding on acceptable terms, if at all. Even if we succeed in obtaining the
funding necessary to capitalize the joint venture with the First Institute in
China and establish commercial mining operations in Heilongjiang Province in
China and/or South Africa, this will not ensure that operations will be
profitable. Further, the full implementation of our business plan over the
long-term is dependent upon our ability to raise a sizable amount of additional
capital from equity and/or debt financings and/or achieve profitable operations.


Item 3.    Controls and Procedures.

     Our President, Chief Executive Officer, Chief Financial Officer and
Principal Accounting Officer (the "Certifying Officer") is responsible for
establishing and maintaining disclosure controls and procedures for Savoy
Resources. He has concluded, based upon his evaluation of these controls and
procedures as of a date within 90 days of filing of this report, that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in this report is accumulated and communicated to
our management to allow timely decisions regarding required disclosure. The
Certifying Officer also has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no
corrective actions with regard to significant deficiencies or material weakness.
We are presently unable to provide segregation of duties within Savoy Resources
as a means of internal control. As a result, the Certifying Officer is presently
relying on assistance from our Board of Directors to provide short-term review
procedures until such time as additional funding is provided to hire additional
executives to segregate duties within the company.



                                       5
<PAGE>
                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

     Except as provided below, we know of no legal proceedings to which we are a
party or to which any of our property interests are subject, which are pending
or threatened, or of any unsatisfied judgments against us.

     We were named as the defendant in a civil action, case number 05CV1454,
styled Wall Street Investor Resources Corp., a Maryland corporation, versus
Savoy Resources Corp., a Colorado corporation, filed in the District Court of El
Paso County, Colorado, on April 19, 2005. The plaintiff sought to recover
damages for alleged unpaid marketing consulting services in the amount of
approximately $28,221. On July 5, 2005, we entered into a court-approved
Settlement Agreement with the plaintiff pursuant to which we paid the sum of
$10,000 in cash and issued 107,184 restricted shares of common stock to the
plaintiff. Additionally, we agreed to register the shares of common stock by
filing a registration statement with the U.S. Securities and Exchange Commission
not later than 90 days from the date of the Settlement Agreement.

     In December of 2004, nine plaintiffs filed a civil action, case number
04CV4894, styled Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka
Boussy, 676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum Resource Holding
(sic), Inc., Plaintiffs, versus Savoy Resources Corp., Robert Slavik, Weiguo
Lang, Patricia Cudd, Zhengli (sic) (Charles) Ge, Daniel S. McKinney and PacWest
Transfer, LLC, Defendants, in the District Court of El Paso County, Colorado,
against seven defendants, including Savoy, the Company's President/Chief
Executive Officer and Board of Directors, its transfer agent and its legal
counsel. The plaintiffs claimed that the defendants wrongfully cancelled and
otherwise dispossessed them of a total of 17,867,250 shares of common stock of
Savoy owned collectively by them. Defendant Savoy denied the allegations and
filed a counterclaim against Mr. Floyd Wandler alleging that he breached his
fiduciary duty to Savoy. In January of 2005, the Court granted a temporary
restraining order enjoining the defendants from taking any action whatsoever
with respect to the shares and any benefits obtained from them and ordering the
defendants to immediately provide a full accounting of any sales or other
dispositions of the shares and any benefits received from them. On May 13, 2005,
Savoy and the other defendants, except Mr. Slavik, entered into a Settlement
Agreement and Mutual Release with the plaintiffs providing for dismissal with
prejudice by the plaintiffs of their pending claims and counterclaims against
the defendants, except Mr. Slavik, and the defendants' dismissal with prejudice
of their pending claims and counterclaims against the plaintiffs in case number
04CV4894 and against two of the plaintiffs and two other individuals, as the
defendants, in the civil action number 04-cv-00290-EWN-CBS styled Savoy
Resources Corp., a Colorado corporation, Plaintiff, versus Floyd Wandler, Byron
Hampton, Michael Gheyle and Robert Welch, Defendants, filed in the United States
District Court for the District of Colorado. This case, which was filed by Savoy
in February of 2005 against the defendants seeking their disgorgement of short
swing profits from purchases and sales of common stock of Savoy in violation of
Section 16(b) of the Securities Exchange Act of 1934, was dismissed on September
29, 2005. As part of the settlement of case number 04CV4894, the plaintiffs
agreed to cancellation and return to treasury of 8,055,000 shares of common
stock subject to the temporary restraining order. An additional 4,000,000 shares
were impounded in escrow and are being released to the plaintiffs at the rate of
50,000 shares per week on the first day of each week commencing September 1,
2005, through the last week of April 2007.


                                       6
<PAGE>
Item 2. Changes in Securities.

     In our opinion, the issuances and sales of securities described below were
exempt from registration under the Securities Act of 1933 in reliance upon
Section 4(2) of the Securities Act as transactions by an issuer not involving
any public offering. In each transaction, the recipient of the shares
represented his or its intention to acquire the securities for investment only
and not with a view to or for sale in connection with any distribution of the
shares, and appropriate legends were affixed to the stock certificates issued in
the transactions. The recipients had an opportunity to ask questions about us
and had adequate access to information about us. No sales of shares of common
stock involved the use of an underwriter and no selling commission or similar
compensation was paid in connection with the sale or issuance of the shares.

     On July 2, 2005, we issued 400,000 restricted shares of our common stock to
Lyons Capital, LLC, for the performance of investor relations services valued at
$80,000, or $0.20 per share, pursuant to an agreement dated July 2, 2005,
providing for us to compensate Lyons Capital via issuance of the shares and
reimbursement of expenses incurred.

     On July 5, 2005, we issued 107,184 restricted shares of our common stock to
Wall Street Investor Resources Corp. in a civil action, case number 05CV1454,
styled Wall Street Investor Resources Corp., a Maryland corporation, versus
Savoy Resources Corp., a Colorado corporation, filed in the District Court of El
Paso County, Colorado, on April 19, 2005, pursuant to which the plaintiff sought
to recover damages for alleged unpaid marketing consulting services of
approximately $28,221.

     On August 4, 2005, we issued 500,000 restricted shares of our common stock
to each of Inteco Holdings, Ltd., a company owned and managed by Mr. Arthur
Johnson, our President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and a director, Tianjin Chinaquantum Investment and
Trade Co., Ltd., a company owned and managed by Mr. Weiguo Lang, a director,
Coldway Ltd., a company owned and managed by Mr. Daniel S. Mckinney, a director,
and Pagentry Place Investments, Ltd., a company owned and managed by Patricia
Cudd, Esq., our legal counsel, for services performed for Savoy Resources valued
at $120,000, or $0.24 per share, in each case.

     On August 4, 2005, we granted to Mr. William T. Warden, Chairman of the
Board of Directors and a director, an option exercisable to purchase 500,000
shares of our common stock at an exercise price of $0.02 per share on or before
August 3, 2008, for services performed for us valued at $110,000, or $0.22 per
share.

     On August 4, 2005, we issued 2,000,000 shares of common stock to SDM
Consultant Corp. for business consulting services performed for us valued at
$480,000, or $0.24 per share.

     The issuance and sale of the securities in the transaction described below
were exempt from registration under the Securities Act of 1933 in reliance upon
Section 4(2), Section 4(6) or Regulation D under the Securities Act as a
transaction by an issuer not involving any public offering. Each of the
subscribers represented its intention to acquire the notes and the class D
warrants for investment only and not with a view toward, or for resale in
connection with, the public sale or any distribution of the securities, and
appropriate legends were included in the notes and the class D warrants issued
in the transactions. Each subscriber was furnished with or had access at the
SEC's EDGAR website to our Form 10-KSB for the year ended December 31, 2004, and
the Form 10-QSB for the quarter ended March 31, 2005, as filed with the
Commission. Each subscriber also had the opportunity to ask questions of and
receive answers from our representatives. In addition, we furnished each
subscriber in writing such other information concerning our operations,
financial condition and other matters that the subscriber requested in writing
and each subscriber represented in writing that it considered all factors the
subscriber deemed material in deciding on the advisability of investing in the
securities. Each of the subscribers represented in writing that it is, and will
be at the time of the conversion of the notes or exercise of the class D
warrants, an "accredited investor," as that term is defined in Regulation D
under the Securities Act, is experienced in investments and business matters,
has made investments of a speculative nature and has purchased securities of
U.S. publicly-owned companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial, tax and other
business matters as to enable the subscriber to utilize the information made
available by us to evaluate the merits and risks of and to make and informed
investment decision with respect to the purchase.


                                       7
<PAGE>
     On August 5, 2005, we issued to Alpha Capital Aktiengesellschaft,
Whalehaven Capital Fund Limited, CMS Capital and Osher Capital, Inc., secured
convertible notes in the aggregate principal amount of $775,000, due August 5,
2006, bearing simple interest at the rate of five percent per annum and
convertible into a total of 4,558,824 shares of common stock at a fixed
conversion price of $0.17 per share, and class D common stock purchase warrants
exercisable to purchase a total of 4,558,824 shares of common stock at an
exercise price of $0.28 per share for a period of four years through August 5,
2009, for a total purchase price of $775,000 in cash. We paid a finder's fee of
$62,000, representing 8% of the gross proceeds of the offering, to SDM
Consultant Corp. in connection with the sale and issuance of the securities.
Pursuant to a security agreement dated August 5, 2005, among Savoy Resources and
the subscribers, the notes are secured by all of our assets, including, but not
limited to, accounts, goods, real and personal property, all present and future
books and records relating to the collateral and all products and proceeds of
the collateral. Heilongjiang Savoy Minerals Co., Ltd., a currently 40%-owned
subsidiary of Savoy Resources, entered into a guaranty agreement dated August 5,
2005, providing for Heilongjiang Savoy Minerals to guarantee payment of the
subscribers' loans and performance under the notes, the subscription agreement
and all other agreements relating to the sale and issuance of the notes and the
Class D Warrants.

     (b) No rights evidenced by our common stock have been limited or qualified
by the issuance or modification of any other class of securities, except as
follows:

     On August 5, 2005, we issued and sold $775,000 in aggregate principal
amount of 5%, secured, convertible notes due August 5, 2006, and convertible
into a total of 4,558,824 shares of common stock at a conversion price of $0.17
per share to Alpha Capital Aktiengesellschaft, Whalehaven Capital Fund Limited,
CMS Capital and Osher Capital Inc. The notes are secured by all of our assets,
including, but not limited to, accounts, goods, personal property and all
present and future books and records relating to, and all products and proceeds
of, the collateral. Heilongjiang Savoy Minerals Co., Ltd., our 40%-owned
subsidiary, has guaranteed payment of the loans.

     (c) Under Rule 463, d. 3., of the Securities Act of 1933, we are not
required to report any information pursuant to this item.


                                       8
<PAGE>
     (d) There were no repurchases of common stock made by or on behalf of Savoy
Resources or any "affiliated purchaser," as defined in Rule 10b-18(a)(3), during
the quarter ended September 30, 2005, covered by this report.



Item 3. Defaults Upon Senior Securities.

     Not applicable.


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

     During the quarter covered by this report, no matters requiring a vote were
submitted to security holders by means of the solicitation of proxies or
otherwise.


Item 5. Other Information.

     There is no information to be reported under this item with respect to
which information is not otherwise called for by this form.


Item 6.  Exhibits and Reports on Form 8-K.

     (a) The exhibits required by Item 601 of Regulation S-B, as described in
the following index of exhibits, are incorporated by reference in, or filed
with, this report, as follows:

   Item
   Number                                  Description
--------- ----------------------------------------------------------------------
     3.0  Articles of Incorporation of Savoy Resources Capital Investments,
          Inc., filed March 6, 1997. (Incorporated in this registration
          statement by reference to exhibit 3.1 to the registration statement on
          Form 10-SB, File No. 000-32103, filed on December 8, 2000.)

     3.1  Amended and Restated Articles of Incorporation of Savoy Capital
          Investments, Inc., filed October 26, 1998. (Incorporated in this
          registration statement by reference to exhibit 3.2 to the registration
          statement on Form 10-SB, File No. 000-32103, filed on December 8,
          2000.)

     3.2  Articles of Amendment to the Articles of Incorporation of Savoy
          Capital Investments, Inc., filed on March 23, 2004. (Incorporated in
          this registration statement by reference to exhibit 3.2 to the annual
          report on Form 10-KSB filed on April 26, 2004.)


                                       9
<PAGE>
     3.3  Bylaws of Savoy Capital Investments, Inc. (Incorporated in this
          registration statement by reference to exhibit 3.3 to the registration
          statement on Form 10-SB, File No. 000-32103, filed on December 8,
          2000.)

     3.4  Amended Bylaws of Savoy Resources Corp. (Incorporated in this
          registration statement by reference to exhibit 3.4 to the annual
          report on Form 10-KSB filed on May 20, 2005.)

     4.0  Form of stock certificate. (Incorporated in this registration
          statement by reference to exhibit 4.0 to the annual report on Form
          10-KSB filed on April 3, 2001.)

     4.1  Savoy Capital Investments, Inc. Stock Option Plan. (Incorporated in
          this registration statement by reference to exhibit 4.1 to the annual
          report on Form 10-KSB filed on April 26, 2004.)

     4.2  Savoy Capital Investments, Inc. Non-Employee Directors and Consultants
          Retainer Stock Plan for the Year 2003. (Incorporated in this report by
          reference to exhibit 4.2 to the annual report on Form 10-KSB filed on
          April 26, 2004.)

     4.3  Stock Option Plan Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Robert T. Slavik as to 4,500,000 shares
          of common stock. (Incorporated in this report by reference to exhibit
          4.3 to the annual report on Form 10-KSB filed on April 26, 2004.)

     4.4  Stock Option Plan Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Jean Bruno Besy Andriamanolo as to
          2,000,000 shares of common stock. (Incorporated in this report by
          reference to Exhibit 4.4 to the annual report on Form 10-KSB filed on
          April 26, 2004.)

     4.5  Stock Option Plan Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Therese Ramond as to 1,000,000 shares
          of common stock. (Incorporated in this report by reference to Exhibit
          4.5 to the annual report on Form 10-KSB filed on April 26, 2004.)

     4.6  Stock Option Plan Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Katalin Williams as to 1,000,000 shares
          of common stock. (Incorporated in this report by reference to Exhibit
          4.6 to the annual report on Form 10-KSB filed on April 26, 2004.)

     4.7  Stock Option Plan Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Chinaquantum Investments Ltd. as to
          500,000 shares of common stock. (Incorporated in this report by
          reference to Exhibit 4.7 to the annual report on Form 10-KSB filed on
          April 26, 2004.)

     4.8  Stock Option Plan Agreement dated January 8, 2004, between Savoy
          Capital Investments, Inc., and Devlin Jensen as to 300,000 shares of
          common stock. (Incorporated in this report by reference to Exhibit 4.8
          to the annual report on Form 10-KSB filed on April 26, 2004.)


                                       10
<PAGE>
     4.9  Stock Purchase Warrant dated August 16, 2004, of KLM Consulting
          exercisable to purchase 3,750,000 shares of common stock at $0.20 per
          share through August 15, 2006. (Incorporated in this report by
          reference to Exhibit 4.9 to the annual report on Form 10-KSB filed on
          May 20, 2005.)

     4.10 Series A Stock Purchase Warrant dated November 12, 2004, of EIB
          Capital Corp. exercisable to purchase 5,000,000 shares of common stock
          at $0.20 per share through November 11, 2007. (Incorporated in this
          report by reference to Exhibit 4.10 to the annual report on Form
          10-KSB filed on May 20, 2005.)

     4.11 Series B Stock Purchase Warrant dated November 12, 2004, of EIB
          Capital Corp. exercisable to purchase 2,500,000 shares of common stock
          through November 11, 2008, of which two series B warrants are
          exercisable to purchase one share of common stock for $0.40.
          (Incorporated in this report by reference to Exhibit 4.11 to the
          annual report on Form 10-KSB filed on May 20, 2005.)

     4.12 Series A Stock Purchase Warrant dated January 3, 2005, of Jean Guy
          Lambert exercisable to purchase 2,000,000 shares of common stock at
          $0.30 per share through January 2, 2007. (Incorporated in this report
          by reference to Exhibit 4.12 to the annual report on Form 10-KSB filed
          on May 20, 2005.)

     4.13 Series B Stock Purchase Warrant dated January 3, 2005, of Jean Guy
          Lambert exercisable to purchase 2,000,000 shares of common stock at
          $0.45 per share through January 20, 2007. (Incorporated in this report
          by reference to Exhibit 4.13 to the annual report on Form 10-KSB filed
          on May 20, 2005.)

     4.14 Amended Series A Stock Purchase Warrant dated February 8, 2005, of EIB
          Capital Corp. exercisable to purchase 7,000,000 shares of common stock
          through February 7, 2008, of which five series A warrants are
          exercisable to purchase seven shares of common stock for $1.40.
          (Incorporated in this report by reference to Exhibit 4.14 to the
          annual report on Form 10-KSB filed on May 20, 2005.)

     4.15 Amended Series B Stock Purchase Warrant dated February 8, 2005, of EIB
          Capital Corp. exercisable to purchase 7,000,000 shares of common stock
          through February 7, 2009, of which five series B warrants are
          exercisable to purchase seven shares of common stock for $2.80.
          (Incorporated in this report by reference to Exhibit 4.15 to the
          annual report on Form 10-KSB filed on May 20, 2005.)

     4.16 Series C Stock Purchase Warrant dated February 8, 2005, of EIB Capital
          Corp. exercisable to purchase 1,500,000 shares of common stock through
          February 7, 2009, of which ten series C warrants are exercisable to
          purchase three shares of common stock for $0.60. (Incorporated in this
          report by reference to Exhibit 4.16 to the annual report on Form
          10-KSB filed on May 20, 2005.)

     4.17 Stock Purchase Warrant dated March 29, 2005, of Alpha Capital
          Aktiengesellschaft exercisable to purchase 666,667 shares of common
          stock at $0.20 per share through March 28, 2008, of which two warrants
          are exercisable to purchase one share of common stock for $0.35.
          (Incorporated in this report by reference to Exhibit 4.17 to the
          annual report on Form 10-KSB filed on May 20, 2005.)


                                       11
<PAGE>
     4.18 Series A Stock Purchase Warrant dated June 23, 2005, of EIB Capital
          Corp. exercisable to purchase 1,680,000 shares of common stock through
          June 22, 2008, of which five series A warrants are exercisable to
          purchase seven shares of common stock for $1.40. (Incorporated in this
          report by reference to Exhibit 4.18 to the quarterly report on Form
          10-QSB filed on September 21, 2005.)

     4.19 Series B Stock Purchase Warrant dated June 23, 2005, of EIB Capital
          Corp. exercisable to purchase 1,680,000 shares of common stock through
          June 22, 2009, of which five series B warrants are exercisable to
          purchase seven shares of common stock for $2.80. (Incorporated in this
          report by reference to Exhibit 4.19 to the quarterly report on Form
          10-QSB filed on September 21, 2005.)

     4.20 Series C Stock Purchase Warrant dated June 23, 2005, of EIB Capital
          Corp. exercisable to purchase 360,000 shares of common stock through
          June 22, 2009, of which ten series C warrants are exercisable to
          purchase three shares of common stock for $0.60. (Incorporated in this
          report by reference to Exhibit 4.20 to the quarterly report on Form
          10-QSB filed on September 21, 2005.)

     4.21 Class D Common Stock Purchase Warrant dated August 5, 2005, of Alpha
          Capital Aktiengesellschaft exercisable to purchase 2,500,000 shares of
          common stock at $0.28 per share through August 5, 2009. (Incorporated
          in this report by reference to Exhibit 4.21 to the quarterly report on
          Form 10-QSB filed on September 21, 2005.)


     4.22 Whalehaven Capital Fund Limited exercisable to purchase 1,176,471
          shares of common stock at $0.28 per share through August 5, 2009.
          (Incorporated in this report by reference to Exhibit 4.22 to the
          quarterly report on Form 10-QSB filed on September 21, 2005.)

     4.23 Class D Common Stock Purchase Warrant dated August 5, 2005, of CMS
          Capital exercisable to purchase 588,235 shares of common stock at
          $0.28 per share through August 5, 2009. (Incorporated in this report
          by reference to Exhibit 4.23 to the quarterly report on Form 10-QSB
          filed on September 21, 2005.)

     4.24 Class D Common Stock Purchase Warrant dated August 5, 2005, of Osher
          Capital, Inc., exercisable to purchase 294,118 shares of common stock
          at $0.28 per share through August 5, 2009. (Incorporated in this
          report by reference to Exhibit 4.24 to the quarterly report on Form
          10-QSB filed on September 21, 2005.)

     10.0 Share Purchase Agreement dated December 23, 2003, between Savoy
          Capital Investments, Inc., and Geoffrey Armstrong with regard to the
          issuance of 7,500,000 shares of common stock in exchange for 97% of
          Siranna. (Incorporated in this report by reference to Exhibit 10.0 to
          the annual report on Form 10-KSB filed on April 26, 2004.)


                                       12
<PAGE>
     10.1 Executive Services Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Robert Slavik. (Incorporated in this
          report by reference to Exhibit 10.1 to the annual report on Form
          10-KSB filed on April 26, 2004.)

     10.2 Consulting Services Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Robert T. Slavik of Pacific Gems
          Trading. (Incorporated in this report by reference to Exhibit 10.2 to
          the annual report on Form 10-KSB filed on April 26, 2004.)

     10.3 Consulting Services Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Jean Bruno Besy Andriamanolo.
          (Incorporated in this report by reference to Exhibit 10.3 to the
          annual report on Form 10-KSB filed on April 26, 2004.)

     10.4 Consulting Services Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Weiguo Lang of Chinaquantum Investments
          Ltd. (Incorporated in this report by reference to Exhibit 10.4 to the
          annual report on Form 10-KSB filed on April 26, 2004.)

     10.5 Consulting Services Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Byron Hampton. (Incorporated in this
          report by reference to Exhibit 10.5 to the annual report on Form
          10-KSB filed on April 26, 2004.)

     10.6 Consulting Services Agreement dated January 2, 2004, between Savoy
          Capital Investments, Inc., and Geoffrey Armstrong. (Incorporated in
          this report by reference to Exhibit 10.6 to the annual report on Form
          10-KSB filed on April 26, 2004.)

     10.7 Product Marketing Consulting Services Agreement dated January 2, 2004,
          between Savoy Capital Investments, Inc, and Therese Ramond.
          (Incorporated in this report by reference to Exhibit 10.7 to the
          annual report on Form 10-KSB filed on April 26, 2004.)

     10.8 Product Marketing Consulting Services Agreement dated January 2, 2004,
          between Savoy Capital Investments, Inc., and Katalin Williams.
          (Incorporated in this report by reference to Exhibit 10.8 to the
          annual report on Form 10-KSB filed on April 26, 2004.)

     10.9 Business Consultant Services Agreement dated January 2, 2004, between
          Savoy Capital Investments, Inc., and Art Charpentier. (Incorporated in
          this report by reference to Exhibit 10.9 to the annual report on Form
          10-KSB filed on April 26, 2004.)

     10.10 Consulting Agreement dated February 3, 2004, between Savoy Capital
          Investments, Inc., and Andrew N. Peterie, Sr. (Incorporated in this
          report by reference to Exhibit 10.10 to the annual report on Form
          10-KSB filed on April 26, 2004.)

                                       13
<PAGE>
     10.11 Mutual Release and Indemnification Agreement dated July 15, 2004,
          between Savoy Resources Corp., Geoffrey Armstrong and Robert Slavik,
          on the one hand, and Floyd Wandler and Clint Sharples, on the other
          hand. (Incorporated in this report by reference to Exhibit 10.11 to
          the annual report on Form 10-KSB filed on May 20, 2005.)

     10.12 Subscription Agreement dated August 16, 2004, between Savoy Resources
          Corp. and KLM Consulting as to 3,750,000 units, each unit consisting
          of one share of common stock and one warrant exercisable to purchase
          one share of common stock at $0.20 per share through August 15, 2006.
          (Incorporated in this report by reference to Exhibit 10.12 to the
          annual report on Form 10-KSB filed on May 20, 2005.)

     10.13 Securities Purchase Agreement dated November 12, 2004, between Savoy
          Resources Corp. and EIB Capital Corp as to 5,000,000 units, each unit
          consisting of one share of common stock, one series A warrant
          exercisable to purchase one share of common stock at $0.20 per share
          through November 11, 2007, and one series B warrant exercisable to
          purchase one-half share of common stock through November 11, 2008, of
          which two series B warrants are exercisable to purchase one share of
          common stock for $0.40. (Incorporated in this report by reference to
          Exhibit 10.13 to the annual report on Form 10-KSB filed on May 20,
          2005.)

     10.14 Subscription Agreement dated January 3, 2005, between Savoy Resources
          Corp. and Jean Guy Lambert as to 2,000,000 units, each unit consisting
          of one share of common stock, one series A warrant exercisable to
          purchase one share of common stock at $0.30 per share, and one series
          B warrant exercisable to purchase one share of common stock at $0.45
          per share, through January 2, 2007. (Incorporated in this report by
          reference to Exhibit 10.14 to the annual report on Form 10-KSB filed
          on May 20, 2005.)

     10.15 Amended Securities Purchase Agreement dated February 8, 2005, between
          Savoy Resources Corp. and EIB Capital Corp as to 5,000,000 units, each
          unit consisting of one share of common stock, one series A warrant
          exercisable to purchase one and two-fifths shares of common stock
          through February 8, 2008, of which five series A warrants are
          exercisable to purchase seven shares of common stock for $1.40, one
          series B warrant exercisable to purchase one and two-fifths shares of
          common stock through February 8, 2009, of which five series B warrants
          are exercisable to purchase seven shares of common stock for $2.80,
          and one series C warrant exercisable to purchase three-tenths share of
          common stock through February 8, 2009, of which ten series C warrants
          are exercisable to purchase three share of common stock for $0.60.
          (Incorporated in this report by reference to Exhibit 10.15 to the
          annual report on Form 10-KSB filed on May 20, 2005.)

     10.16 Agreement for the Sale and Cancellation of Shares of Common Stock of
          Savoy Resources Corp. and Sale of Shares of Societe Siranna S.A.R.L.
          dated April 23, 2005, between Savoy Resources Corp. and Robert Slavik.
          (Incorporated in this report by reference to Exhibit 10.16 to the
          annual report on Form 10-KSB filed on May 20, 2005.)


                                       14
<PAGE>
     10.17 Subscription Agreement dated March 29, 2005, between Savoy Resources
          Corp. and Alpha Capital Aktiengesellschaft as to 1,333,333 units, each
          unit consisting of one share of common stock and one warrant
          exercisable to purchase one-half share of common stock through March
          28, 2008, of which two warrants are exercisable to purchase one share
          of common stock for $0.35. (Incorporated in this report by reference
          to Exhibit 10.17 to the annual report on Form 10-KSB filed on May 20,
          2005.)

     10.18 Addendum to Contract Between the First Institute of Geology
          Exploration of Heilongjiang Province and Savoy Resources Corp. dated
          May 11, 2005. (Incorporated in this report by reference to Exhibit
          10.18 to the annual report on Form 10-KSB filed on May 20, 2005.)

     10.19 Settlement Agreement and Mutual Release dated May 13, 2005, between
          Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka
          Boussy, 676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum
          Resource Holdings, Inc., on the one hand, and Savoy Resources Corp.,
          PacWest Transfer, LLC, Weiguo Lang, Patricia Cudd and Daniel S.
          Mckinney, on the other hand. (Incorporated in this report by reference
          to Exhibit 10.19 to the annual report on Form 10-KSB filed on May 20,
          2005.)

     10.20 Securities Purchase Agreement dated June 23, 2005, between Savoy
          Resources Corp. and EIB Capital Corp as to 1,200,000 units, each unit
          consisting of one share of common stock, one series A warrant
          exercisable to purchase one and two-fifths shares of common stock
          through June 22, 2008, of which five series A warrants are exercisable
          to purchase seven shares of common stock at $1.40, one series B
          warrant exercisable to purchase one and two-fifths shares of common
          stock through June 22, 2009, of which five series B warrants are
          exercisable to purchase seven shares of common stock at $2.80, and one
          series C warrant exercisable to purchase three-tenths share of common
          stock through June 22, 2009, of which ten series C warrants are
          exercisable to purchase three shares of common stock at $0.60.
          (Incorporated in this report by reference to Exhibit 10.20 to the
          annual report on Form 10-QSB filed on May 20, 2005.)

     10.21 Subscription Agreement dated as of August 5, 2005, between Savoy
          Resources Corp. and Alpha Capital Aktiengesellschaft, Whalehaven
          Capital Fund Limited, CMS Capital and Osher Capital Inc. (Incorporated
          in this report by reference to Exhibit 10.21 to the quarterly report
          on Form 10-QSB filed on September 21, 2005.)

     10.22 Secured Convertible Note dated as of August 5, 2005, due August 5,
          2006, in the principal amount of $425,000, bearing simple interest at
          the rate of 5% per annum, payable by Savoy Resources Corp. to Alpha
          Capital Aktiengesellschaft. (Incorporated in this report by reference
          to Exhibit 10.22 to the quarterly report on Form 10-QSB filed on
          September 21, 2005.)

     10.23 Secured Convertible Note dated as of August 5, 2005, due August 5,
          2006, in the principal amount of $200,000, bearing simple interest at
          the rate of 5% per annum, payable by Savoy Resources Corp. to
          Whalehaven Capital Fund Limited. (Incorporated in this report by
          reference to Exhibit 10.23 to the quarterly report on Form 10-QSB
          filed on September 21, 2005.)

                                       15
<PAGE>
     10.24 Secured Convertible Note dated as of August 5, 2005, due August 5,
          2006, in the principal amount of $100,000, bearing simple interest at
          the rate of 5% per annum, payable by Savoy Resources Corp. to CMS
          Capital. (Incorporated in this report by reference to Exhibit 10.24 to
          the quarterly report on Form 10-QSB filed on September 21, 2005.)

     10.25 Secured Convertible Note dated as of August 5, 2005, due August 5,
          2006, in the principal amount of $50,000, bearing simple interest at
          the rate of 5% per annum, payable by Savoy Resources Corp. to Osher
          Capital Inc. (Incorporated in this report by reference to Exhibit
          10.25 to the quarterly report on Form 10-QSB filed on September 21,
          2005.)

     10.26 Security Agreement dated as of August 5, 2005, between Savoy
          Resources Corp. and Barbara R. Mittman. (Incorporated in this report
          by reference to Exhibit 10.26 to the quarterly report on Form 10-QSB
          filed on September 21, 2005.)

     10.27 Guaranty Agreement dated as of August 5, 2005, between Heilongjiang
          Savoy Minerals Co., Ltd., and Barbara R. Mittman. (Incorporated in
          this report by reference to Exhibit 10.27 to the quarterly report on
          Form 10-QSB filed on September 21, 2005.)

     10.28 Collateral Agent Agreement dated as of August 5, 2005, among Barbara
          R. Mittman, Alpha Capital Aktiengesellschaft, Whalehaven Capital Fund
          Limited, CMS Capital and Osher Capital Inc. (Incorporated in this
          report by reference to Exhibit 10.28 to the quarterly report on Form
          10-QSB filed on September 21, 2005.)

     10.29* Settlement Agreement dated July 5, 2005, between Savoy Resources
          Corp. and Wall Street Investor Resources Corp.

     10.30* Settlement Agreement and General Release dated October 5, 2005,
          between Savoy Resources Corp. and Thomas J. Deutsch Law Corporation.

     14.0 Code of Ethics. (Incorporated in this report by reference to Exhibit
          14.0 to the annual report on Form 10-KSB filed on May 20, 2005.)

     31.1 Certificate pursuant to Rule 13a-14a.

     32.1 Certificate pursuant to 18 U.S.C. (xi)1350.

     99.1 Audit Committee Charter. (Incorporated in this report by reference to
          Exhibit 99.1 to the annual report on Form 10-KSB filed on May 20,
          2005.)

     99.2 Disclosure Committee Charter. (Incorporated in this report by
          reference to Exhibit 99.1 to the annual report on Form 10-KSB filed on
          May 20, 2005.)

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

         *Filed herewith.

     (b) Reports on Form 8-K.

                                       16
<PAGE>
     The reports on Form 8-K or Form 8-K/A described below were filed during the
quarter ended September 30, 2005, covered by this report. No financial
statements were filed as a part of these reports.

Date of Report on Form 8-K or 8-K/A              Items Reported
-----------------------------------              -------------------


Form 8-K filed on August 11, 2005                Items 1.02 and 3.02
Form 8-K filed on August 15, 2005                Items 4.01 and 9.01
Form 8-K/A filed on September 2, 2005            Items 4.01 and 9.01





                                   SIGNATURES

     The financial information furnished in this report has not been audited by
an independent accountant; however, in the opinion of management, all
adjustments (only consisting of normal recurring accruals) necessary for a fair
presentation of the results of operations for the quarter ended September 30,
2005, have been included.

     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.

                                          SAVOY RESOURCES CORP.



Date:  November 21, 2005             By:  /s/ Arthur Johnson
                                          ---------------------------------
                                          Arthur Johnson, President,
                                          Chief  Executive Officer,
                                          Chief  Financial Officer and
                                          Principal Accounting Officer





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