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 March 31, 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 of             (I.R.S. Employer Identification No.)
 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]


                     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: 80,670,000 shares of common stock,
$0.001 par value per share, outstanding as of May 30, 2005.

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



<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.



                              SAVOY RESOURCES CORP.
                         (an Exploration Stage Company)


                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS


                                 MARCH 31, 2005

                                   (Unaudited)





CONSOLIDATED BALANCE SHEETS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS




<PAGE>
<TABLE>
<CAPTION>



                              SAVOY RESOURCES CORP.
                         (an Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEETS

                                                                             March 31,    December 31,
                                                                               2005          2004
   ---------------------------------------------------------------------------------------------------
                                                                            (Unaudited)
                                     ASSETS
<S>                                                                         <C>            <C>
   CURRENT ASSETS
      Cash                                                                  $   156,640    $        --
      Advances receivable (Note 5)                                               81,138         81,138
      Prepaids                                                                    3,500             --
                                                                            -----------    -----------

                                                                                241,278         81,138
   EQUIPMENT, net of depreciation                                                36,315         39,321
   INTEREST IN HEILONGJIANG JOINT VENTURE (Note 6)                                    1              1
   MINERAL PROPERTIES (Note 4)                                                        1              1
                                                                            -----------    -----------

                                                                            $   277,595    $   120,461
                                                                            ===========    ===========


               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

   CURRENT LIABILITIES
      Bank overdraft                                                        $        --    $     1,710
      Accounts payable and accrued liabilities                                  409,517        397,885
      Due to related parties (Note 5)                                           195,619        117,140
      Loan payable                                                               34,285         34,285
                                                                            -----------    -----------

                                                                                639,421        551,020
                                                                            -----------    -----------

   CONTINGENCIES (Note 1 and 10)
   COMMITMENTS (Note 8)

   STOCKHOLDERS' EQUITY (DEFICIENCY)
      Capital stock (Note 7)
         Common stock $0.001 par value; 100,000,000 shares authorized,
         80,670,000 issued and outstanding (December 31, 2004:75,170,000)        80,670         75,170
         Preferred stock $0.01 par value; 10,000,000 shares authorized,
         NIL shares issued and outstanding                                           --             --
      Additional paid-in capital                                              2,632,600      1,873,100
      Common stock purchase warrants (Note 7)                                   120,000         90,000
      Share subscriptions received                                              100,000        100,000
      Share subscriptions receivable                                           (186,000)      (265,000)
      Deficit accumulated during the exploration stage                       (3,109,096)    (2,303,829)
                                                                            -----------    -----------
                                                                               (361,826)      (430,559)
                                                                            -----------    -----------

                                                                            $   277,595    $   120,461
                                                                            ===========    ===========
</TABLE>

          The accompanying notes are an integral part of these interim
                       consolidated financial statements

                                      F-2
<PAGE>
<TABLE>
<CAPTION>



                              SAVOY RESOURCES CORP.
                         (an Exploration Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                            For the three months ended     September 24,
                                                             March 31,       March 31,     2002 (inception)
                                                              2005             2004     to March 31, 2005
----------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>             <C>
EXPENSES
   Consulting and management                               $    397,607    $    118,128    $    897,889
   Consulting - stock based compensation                             --              --          50,500
   Depreciation                                                   3,006              --          10,271
   General and administrative                                    62,450          38,747         225,233
   Mineral property exploration and development expenses             --          73,643         326,581
   Investor relations and promotion                                  --          79,687         260,623
   Professional fees                                            236,920          28,941         762,213
   Transfer agent and filing fees                                    --           6,334          26,843
   Travel                                                        94,757          40,733         308,213
   Wages and benefits                                            10,527              --         120,623
   Write-off of joint venture                                        --              --          45,759
                                                           ------------    ------------    ------------

NET LOSS FOR THE PERIOD                                    $   (805,267)   $   (386,213)   $  3,068,748
                                                           ============    ============    ============



 BASIC NET LOSS PER SHARE                                  $      (0.01)   $      (0.01)
                                                           ============    ============

 WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                                       79,020,000      42,051,758
                                                           ============    ============

</TABLE>



          The accompanying notes are an integral part of these interim
                       consolidated financial statements



                                      F-3
<PAGE>
<TABLE>
<CAPTION>



                              SAVOY RESOURCES CORP.
                         (an Exploration Stage Company)

                  INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                             For the three months ended     September 24,
                                                             March 31,         March 31,   2002 (inception)
                                                               2005              2004     to March 31, 2005
------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                    $  (805,267)   $  (386,213)     $(3,068,748)
    Adjustments  to  reconcile  net  loss to net
    cash  used in  operating activities
    - depreciation                                                 3,006             --           10,271
    - stock-based compensation                                        --             --           50,500
    - write-off of  joint venture                                     --             --           45,759
    - mineral property exploration costs                              --             --          299,999
    - non-cash professional and consulting fees                  305,000             --          465,000
    Changes in non-cash working capital items:                        --
    - prepaid expenses and advances receivable                    (3,500)      (104,839)         (84,638)
    - accounts payable and accrued liabilities                   231,632         11,431          626,410
    - due to related parties                                      78,479             --           78,479
                                                             -----------    -----------      -----------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                     (190,650)      (479,621)      (1,576,968)
                                                             -----------    -----------      -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Cash acquired on reverse acquisition of Savoy                       --            169              169
  Advances to joint venture                                           --             --          (45,759)
  Advances to Heilongjiang Joint Venture                              --             --         (300,000)
  Mineral properties                                                  --             --               (1)
  Purchase of equipment                                               --         (9,506)         (46,586)
                                                             -----------    -----------      -----------

NET CASH FLOWS USED IN INVESTING ACTIVITIES                           --         (9,337)        (392,177)
                                                             -----------    -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Bank overdraft                                                  (1,710)            --               --
  Common shares issued and share subscriptions received          349,000        600,000        1,974,360
  Related party advances                                              --         10,000          117,140
  Loan payable                                                        --             --           34,285
                                                             -----------    -----------      -----------

NET CASH FLOWS FROM FINANCING ACTIVITIES                         347,290        610,000        2,125,785
                                                             -----------    -----------      -----------

INCREASE IN CASH                                                 156,640        121,042          156,640

CASH, BEGINNING OF PERIOD                                             --             --               --
                                                             -----------    -----------      -----------

CASH, END OF PERIOD                                          $   156,640    $   121,042      $   156,640
                                                             ===========    ===========      ===========


 SUPPLEMENTARY DISCLOSURE:
 Interest paid                                               $        --    $        --      $        --
                                                             ===========    ===========      ===========
 Income taxes paid                                           $        --    $        --      $        --
                                                             ===========    ===========      ===========

OTHER SIGNIFICANT NON-CASH TRANSACTIONS:
         Refer to Notes 3 and 7.
</TABLE>



          The accompanying notes are an integral part of these interim
                        consolidated financial statements

                                      F-4

<PAGE>



                             SAVOY RESOURCES CORP.
                         (an Exploration Stage Company)
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
--------------------------------------------------------------------------------


NOTE 1 - NATURE OF CONTINUED OPERATIONS AND BASIS OF PRESENTATION
--------------------------------------------------------------------------------

By Share Purchase Agreement (the "Agreement") dated December 23, 2003 and
completed January 19, 2004, Savoy Resources Corp. (formerly Savoy Capital
Investments, Inc.) ("Savoy" or the "Company"), a public company incorporated
under the laws of the State of Colorado on March 6, 1997, acquired 97% of the
issued shares in the capital of Societe Siranna S.A.R.L. (an exploration stage
company) ("Siranna"), a private company incorporated September 24, 2002 under
the laws of the Republic of Madagascar, in exchange for 22,500,000 restricted
shares of Savoy's common stock. In addition, and in accordance with the terms of
the Agreement, Savoy granted stock options exercisable to purchase a total of
27,900,000 shares to replace all stock options previously outstanding in
Siranna, with terms and conditions consistent with the original stock options.

As a result of this transaction, the former holder of 97% of the issued and
outstanding shares of Siranna owned approximately 60% of the shares of common
stock of Savoy, representing 22,500,000 of the 37,770,000 total issued and
outstanding shares of Savoy's common stock as at the date of the completion of
the transaction.

This acquisition has been accounted for as a reverse acquisition, with Siranna
being treated as the accounting parent and Savoy, the legal parent, being
treated as the accounting subsidiary. Accordingly, the consolidated results of
operations of the Company include those of Siranna for the period from its
inception on September 24, 2002 and those of Savoy since the date of the reverse
acquisition.

Effective March 23, 2004, the Company changed its name from Savoy Capital
Investments, Inc. to Savoy Resources Corp.

Siranna owned two gemstone exploration properties totaling 12.5 square
kilometers. The properties were located in northern Madagascar near the
provincial capital, Diego Suarez. The acquisition included full resource
exploitation and gemstone exportation permits and allowed Savoy to conduct a
precious gemstone exploration and marketing business. Subsequent to March 31,
2005 the Company sold its interest in Siranna to a former Director and Officer
of the Company. Refer to Note 4.

Savoy is a precious metals and mineral exploration and development company. The
Company entered into an agreement in May 2004 to acquire an interest in a joint
venture with the First Institute of Geology and Exploration of Heilongjiang
Province, China. Refer to Note 6.

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.

Unaudited Interim Financial Statements
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 three months ended March 31, 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------------------

Basis of presentation
The financial statements have been prepared on a consolidated basis and include
the accounts of the Company and its 97%-owned subsidiary, Siranna. All
significant inter-company transactions and balances have been eliminated.


                                      F-5
<PAGE>



SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------




NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

Mineral property costs
----------------------
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its mineral
properties mineral property joint venture interests. The Company has adopted the
provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations," which
establishes standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment or other disposal of
long-lived tangible assets arising from the acquisition, construction or
development and for normal operations of such assets. The adoption of this
standard has had no effect on the Company's financial position or results of
operations. As at March 31, 2005, any potential costs relating to the
disposition of the Company's mineral property interests are not yet
determinable.

Loss Per Share
--------------
Basic earnings 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.

Financial Instruments
---------------------
The fair value of the Company's financial assets and financial liabilities
approximate their carrying values due to the immediate or short-term maturity of
these financial instruments. The Company is not currently exposed to any
significant credit risk or currency risk.

Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

Stock-Based Compensation
------------------------
In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123"). The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation and (3) to require disclosure of those effects in interim
financial information. The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2003. No pro forma disclosures
have been provided as the fair value of the options granted during the period
was determined to be $NIL, as described in Note 7.

The Company has elected to continue to account for stock options granted to
employees and officers using the intrinsic value-based method in accordance with
the provisions of Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB No. 25"), and comply with the disclosure
provisions of SFAS No. 123, as amended by SFAS No. 148, as described above.
Under APB No. 25, compensation expense is recognized based on the difference, if
any, on the date of grant between the estimated fair value of the Company's
stock and the amount an employee must pay to acquire the stock. Compensation
expense is recognized immediately for past services and pro rata for future
services over the option-vesting period. In addition, with respect to stock
options granted to employees, the Company provides pro forma information as
required by SFAS No. 123 showing the results of applying the fair value method
using the Black-Scholes option pricing model. In accordance with SFAS No. 123,
the Company applies the fair value method using the Black-Scholes option pricing
model in accounting for options granted to consultants. The Company accounts for
equity instruments issued in exchange for the receipt of goods or services from
other than employees in accordance with SFAS No.123.

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force ("EITF") in Issue
No. 96-18. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earliest of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.


                                      F-6
<PAGE>


SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
--------------------------------------------------------------------------------

Stock-Based Compensation (cont'd)
---------------------------------
The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No. 44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25. FIN 44 is
generally effective July 1, 2000, with the exception of certain events occurring
after December 15, 1998.

Equipment
---------
Equipment is stated at cost. Depreciation is computed on the following basis:
Computer and other equipment - declining balance basis at 30% per year;
Furniture and fixtures - 5 year straight-line.

Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with SFAS No. 52, "Foreign Currency Translation," foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates that prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the year. Gains
or losses resulting from foreign currency transactions are included in results
of operations.

Income Taxes
------------
The Company follows the liability method of accounting for income taxes. Under
this method, future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled. The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. A key provision of this
statement is the requirement of a public entity to measure the cost of employee
services received in exchange for an award of equity instruments (including
stock options) based on the grant date fair value of the award. That cost will
be recognized over the period during which an employee is required to provide
service in exchange for the award (i.e., the requisite service period or vesting
period). This standard becomes effective for the Company for its first annual or
interim period ended on or after December 15, 2005. The Company will adopt SFAS
123R no later than the beginning of the Company's fourth quarter ending December
31, 2005. The adoption of SFAS 123 did not have a material impact on the
Company's financial position or results of operations.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions ("SFAS 153") SFAS 153 requires that exchanges of non-monetary
assets are to be measured based on fair value and eliminates the exception for
exchanges of non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS 153 will be
effective for fiscal periods beginning after June 15, 2005. Management does not
believe that the adoption of this standard will have a material impact on the
Company's financial position or results of operations.


NOTE 3 - ACQUISITION OF SOCIETE SIRANNA S.A.R.L.
--------------------------------------------------------------------------------

By Agreement dated December 23, 2003 and completed January 19, 2004, Savoy
acquired 97% of the issued shares in the capital of Siranna in exchange for
22,500,000 restricted shares of Savoy's common stock. In addition, and in
accordance with the terms of the Agreement, Savoy granted a total of 27,900,000
stock options to replace an equivalent number of stock options previously
outstanding in Siranna, with terms and conditions consistent with the original
stock options.

 As a result of this transaction, the former holder of 97% of the issued and
outstanding shares of common stock of Siranna owned approximately 60% of the
shares of common stock of Savoy, representing 22,500,000 of the 37,770,000 total
issued and outstanding shares of Savoy's common stock as at the date of the
completion of the transaction.


                                      F-7
<PAGE>


SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 3 - ACQUISITION OF SOCIETE SIRANNA S.A.R.L. (cont'd)
--------------------------------------------------------------------------------

This acquisition has been accounted for as a recapitalization using accounting
principles applicable to reverse acquisitions, with Siranna being treated as the
accounting parent (acquirer) and Savoy, the legal parent, being treated as the
accounting subsidiary (acquiree). The value assigned to the capital stock of
consolidated Savoy on acquisition of Siranna is equal to the book value of the
capital stock of Siranna plus the book value of the net assets (liabilities) of
Savoy as at the date of the acquisition.

The book value of Savoy's capital stock subsequent to the recapitalization is
calculated and allocated as follows:

Siranna capital stock                                                  $    360
Savoy net assets (liabilities)                                           (2,938)
                                                                       --------

                                                                         (2,578)
Excess purchase price charged to deficit on reverse acquisition          40,348
                                                                       --------

Consolidated capital accounts post reverse acquisition                 $ 37,770
                                                                       ========

Allocated as follows:
         Capital stock                                                 $ 37,770
         Preferred stock                                                     --
         Additional paid-in capital                                          --
                                                                       --------

Consolidated capital accounts post reverse acquisition                 $ 37,770
                                                                       ========

These consolidated financial statements include the results of operations of
Siranna since September 24, 2002 (inception) and the results of operations of
Savoy since the date of the recapitalization effective January 19, 2004. Savoy
had no material operations for the period from January 1 to January 19, 2004.

The weighted average number of shares outstanding for the period from September
24, 2002 (inception) to January 19, 2004 is deemed to be 22,500,000, being the
number of shares issued by Savoy to effect the reverse acquisition of Siranna.


NOTE 4 - MINERAL PROPERTIES
--------------------------------------------------------------------------------

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. As part of this
agreement, Savoy agreed to issue 2,000,000 new shares of common stock to him.
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.


                                      F-8
<PAGE>


SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 5 - RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

During the three month period ended March 31, 2005, the Company incurred a total
of $42,000 (2004: $18,500) in management and consulting fees to current and
former directors, a former officer of the Company, and a director of Siranna.

Directors' fees totaling $12,000 were incurred in the three month period ended
March 31, 2005 to directors and a former director. In addition certain directors
incurred advisory board fees and expenses totaling $75,433 (2004: nil). At March
31, 2005 $195,618.76 (December 31, 2004: $117,140) is owing to these parties of
which $16,187 (December 31, 2004: $14,187) is owing by Siranna. Amounts of
$10,469 included in accounts payable are owing to a former officer and a
director of Siranna for consulting fees and expenses incurred on behalf of the
Company. All the amounts are non-interest bearing and have no stated repayment
terms.

As of March 31, 2005, amounts totaling $81,138 (December 31, 2004: $81,138) were
advanced to former directors. This amount has been recorded as advances
receivable at December 31, 2004 and will be offset in the second quarter of 2005
through the recovery and cancellation of common shares pursuant to the
settlement agreement as detailed in Note 10.

On April 23, 2005, the Company sold its 97% equity interest in Siranna to a
director who resigned as a Director in May 2005. See Note 11.


NOTE 6 - 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 the required
capital has been registered and the Company has acquired a controlling interest
over the assets of the HJV. The Company will be required to contribute $500,000
by July 31, 2005, $1,000,000 by December 31, 2005, and the final $1,500,000 by
December 31, 2006. On August 24, 2004, the Company contributed $300,000 and on
April 5, 2005 an additional $200,000 was contributed. Upon contribution of an
additional $1,000,000 (total of $1,500,000) the Company will have earned a 40%
interest in the HJV. Upon the contribution of an additional of $500,000 (total
$2,000,000) the Company's interest will increase to 53%. Upon completion of the
required capital contributions totaling $3,500,000, the Company will have earned
a 70% interest in the joint venture.


NOTE 7 - 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. For the period from December 31, 2003 to January 18, 2004 (date of the
reverse acquisition), changes in Savoy's share capital and deficit were as
follows:
<TABLE>
<CAPTION>

                                               Common Stock          Preferred Stock       Additional
                                                                                             Paid-in
                                             Number     Amount      Number     Received      Capital      Deficit        Total
                                            --------------------------------------------------------------------------------------
<S>                                         <C>           <C>         <C>         <C>           <C>        <C>          <C>
Balance,   December  31,  2003,
 as  previously reported by Savoy           14,271,000    $14,271     200,000     $ 2,000       $ 18,929   $(38,138)    $ (2,938)
Issued for services                            999,000        999           -           -          8,991           -       9,990
Return and cancellation of preferred shares          -          -   (200,000)     (2,000)          2,000           -           -
Savoy net loss for the period from
January 1 to 18, 2004                                -          -           -           -              -     (9,990)      (9,990)
                                            ----------- ---------- ----------- ----------- -------------- ----------- ------------
                                            15,270,000     15,270           -           -         29,920    (48,128)      (2,938)
Issued to effect reverse acquisition        22,500,000     22,500           -           -       (22,500)           -           -

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

Balance, January 19, 2004                   37,770,000    $37,770           -      $    -        $ 7,420   $(48,128)     $(2,938)
                                            =========== ========== =========== =========== ============== =========== ============
</TABLE>


                                      F-9
<PAGE>


SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 7 - CAPITAL STOCK (cont'd)
--------------------------------------------------------------------------------

Effective March 23, 2004, the Company completed a 3 for 1 forward stock split
increasing the number of shares of common stock then outstanding from 17,090,000
to 51,270,000. 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.

During the year ended December 31, 2004, 200,000 outstanding preferred shares
were returned to the Company for cancellation at no cost to the Company.

Prior to the reverse acquisition, Savoy issued 999,000 shares of common stock
for services with a fair value of $9,990.

The Company issued 22,500,000 shares of common stock to effect the reverse
acquisition of Siranna as described in Note 3.

Subsequent to the reverse acquisition, the Company issued a total of 27,900,000
shares of common stock on the exercise of stock options at $0.033 per share for
total proceeds of $930,000. The Company also issued 750,000 shares for services
valued at $150,000.

The Company completed a private placement on July 27, 2004, as amended August
16, 2004. The private placement is comprised of 3,750,000 units, with each unit
consisting of one share of common stock at a price of $0.08 per share and one
warrant at a price of $0.20 for a period of two years. Management has estimated
that the fair value of all the share purchase warrants associated with the
private placement is $30,000.

The Company completed a private placement on November 12, 2004 with EIB Capital
Corp. ("EIB") of 5,000,000 units consisting of 5,000,000 shares of common stock,
5,000,000 series A warrants exercisable at a price of $0.20 per share to
purchase 5,000,000 shares of common stock, and 5,000,000 series B warrants
whereby two series B warrants are exercisable at a price of $0.40 to purchase
one share of common stock. The Company paid a finder's fee of 5% ($30,000) of
the total purchase price in connection with the sale of the units. Management
has estimated the fair value of all of the stock purchase warrants to be
$60,000. At March 31, 2005 Savoy had received $414,000 in cash and a
subscription receivable of $186,000 was outstanding. Subsequent to March 31,
2005, a further $66,000 was received, and an amount of $120,000 of the private
placement was cancelled resulting in the cancellation of 1,000,000 common stock
and associated warrants.

On February 8, 2005, this private placement was amended in consideration of EIB
undertaking to fund $700,000 towards the second payment due under the
Heilongjiang joint venture and a commitment for $200,000 in working capital. The
warrants were amended as follows, after taking into account the 1,000,000
cancellation as described above: Warrants consist of series A warrants
exercisable to purchase 4,000,000 shares of common stock, series B warrants
exercisable to purchase 4,000,000 shares of common stock and series C warrants
exercisable to purchase 1,200,000 shares. Five series A warrants are exercisable
to purchase seven shares of common stock for $1.40, five series B warrants are
exercisable to purchase seven shares of common stock for $2.80 and ten series C
warrants are exercisable to purchase three shares of common stock for $0.60. The
amendment of the terms of the warrants did not give rise to any intrinsic value
being given to the placee. Further, management has concluded that the fair value
of the undertaking by EIB is not determinable and accordingly no adjustments
were required as a result of the amendment.

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.

On February 28, 2005, the Company issued a total of 3,500,000 shares of common
stock valued at an aggregate of $525,000 to two individuals for services, of
which $220,000 had been accrued at December 31, 2004. Refer to Note 11.

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.

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.
See Note 11.


                                      F-10
<PAGE>


SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 7 - CAPITAL STOCK (cont'd)
--------------------------------------------------------------------------------

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, 2003                -                 $  -
                      Issued        13,750,000                 0.20       2.36 years
                   Exercised                -                    -
                     Expired                -                    -
                              ----------------- -------------------- ---------------------

  Balance, December 31, 2004        13,750,000                 0.20       2.50 years
                      Issued         9,000,000                 0.18       2.92 years
                   Exercised                -                    -
                     Expired                -                    -
                              ----------------- -------------------- ---------------------

     Balance, March 31, 2005        22,750,000                $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.

In connection with the reverse acquisition as described in Note 3, the Company
granted stock options exercisable to purchase 27,900,000 shares of common stock
at $0.033 per share to previous holders of stock options in Siranna to replace
options previously granted by Siranna. In accordance with accounting principles
applicable to accounting for business combinations, the fair value of the stock
options granted in connection with a business combination is included in the
determination of the purchase price. The fair value of these options at the date
of grant of $NIL was estimated using the Black-Scholes option pricing model with
an expected life of three years, a risk-free interest rate of 2% and an expected
volatility of 0%. This volatility was determined on the basis that the options
were granted concurrent with the completion of the reverse acquisition and, as
such, no relevant historic market volatility had yet been established in the
trading of shares of the Company's common stock.

On August 1 2004, the Company granted 300,000 options pursuant to consulting
agreements for which a consulting expense of $42,000 was recorded during the
third quarter of 2004 representing the fair value of the options. The fair value
was estimated using the Black-Scholes option pricing model assuming an expected
life of 2 years, a risk-free interest rate of 3% and an expected volatility of
117%. The options were cancelled on April 7, 2005.

On September 1, 2004, the Company granted 100,000 options pursuant to consulting
agreements for which a consulting expense of $8,500 was recorded during the
third quarter of 2004 representing the fair value of the options. The fair value
was estimated using the Black-Scholes option pricing model assuming an expected
life of 1 to 1.92 years, a risk-free interest rate of 3% and an expected
volatility of 145%. The options were cancelled on April 7, 2005.


                                      F-11
<PAGE>



SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 7 - CAPITAL STOCK (cont'd)
--------------------------------------------------------------------------------

The Company's stock option activity is as follows:
<TABLE>
<CAPTION>

                                                Weighted Average     Weighted Average
                                Number of        Exercise Price         Remaining
                                 options                             Contractual Life
                             ----------------- ------------------- ---------------------
<S>                               <C>                        <C>             <C>
 Balance, December 31, 2003                -                $  -
                    Granted       28,300,000                 0.04            2.88 years
                  Forfeited                -                   -
                  Exercised      (27,900,000)               0.033
                  Cancelled                 -
                             ----------------- ------------------- ---------------------
 Balance, December 31, 2004          400,000                 0.47            1.47 years
                    Granted                 -                   -
                  Forfeited                 -                   -
                  Exercised                 -                   -
                  Cancelled                 -                   -
                             ----------------- ------------------- ---------------------
 Balance, December 31, 2004          400,000               $ 0.47            1.22 years
                             ================= =================== =====================
</TABLE>

All the options were cancelled on April 7, 2005.

NOTE 8 - COMMITMENTS
--------------------------------------------------------------------------------

In order to fund the gold and mineral exploration and development operations in
the PRC, the Company is required to contribute an additional $3,000,000 to the
HJV by December 31, 2006, as described in Note 6.

NOTE 9 - INCOME TAXES
--------------------------------------------------------------------------------

The Company has incurred operating losses from inception to March 31, 2005 that
may be available to offset future taxable income. The Company has adopted FASB
No. 109 for reporting purposes. The potential tax benefit of these losses has
not been recorded and a fully deferred tax asset valuation allowance has been
provided due to the uncertainty regarding the realization of these losses.

NOTE 10 - LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

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
(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 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 (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 will be impounded in 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 the last week of
April 2007.


                                      F-12
<PAGE>


SAVOY RESOURCES CORP.
(an Exploration Stage Company)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
--------------------------------------------------------------------------------



NOTE 10 - LEGAL PROCEEDINGS (cont'd)
--------------------------------------------------------------------------------

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 of 2005. The plaintiff seeks to recover damages for
alleged unpaid marketing consulting services of $28,221. The Company intends to
vigorously defend against the claim.


NOTE 11 - SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

On April 1, 2005, Savoy 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 Company relied
upon the exemption from registration under Regulation S under the Securities Act
of 1933 for the sale of the units.

On April 2, 2005, the Board elected Mr. Arthur Johnson and Ambassador William T.
Warden to serve as directors of Savoy. Directors hold office until the next
annual meeting of our stockholders and until their successors have been elected
and qualify. Also, on April 2, 2005, Dr. Weiguo Lang tendered his resignation
from the office of Chairman of the Board of Directors of Savoy and Ambassador
Warden was elected to serve as the Chairman of the Board of Directors to fill
the vacancy in this office created by Dr. Lang's resignation and to hold office
for the unexpired portion of Dr. Lang's term.

On April 23, 2005, the Company sold its 97% equity interest in Siranna to Mr.
Slavik in consideration for his cancellation and return to treasury of
19,000,000 common shares from his position of 21,000,000 common shares. As part
of this agreement, Savoy will issue 2,000,000 new shares of common stock to him.
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.

On May 10, 2005, Mr. Slavik submitted his resignation from the positions of
Chief Financial Officer, Principal Accounting Officer and director of the
Company. Mr. Johnson was elected to succeed Mr. Slavik in the offices of Chief
Financial Officer and Principal Accounting Officer for the unexpired portion of
his term. Also, on May 10, 2005, the Company cancelled and returned to treasury
1,000,000 units, including series A warrants exercisable to purchase 1,400,000
shares of common stock, series B warrants exercisable to purchase 1,400,000
shares of common stock and series C Warrants exercisable to purchase 300,000
shares, previously sold to EIB Capital. Savoy also cancelled the related
subscription receivable of $120,000.

On May 13, 2005, the Company entered into a Settlement Agreement and Mutual
Release with eight plaintiffs in the civil action, Case Number 04CV4894, filed
in the District Court of El Paso County, Colorado (the "Civil Action"),
providing for dismissal with prejudice by the plaintiffs of their pending claims
and counterclaims against Savoy and Savoy's dismissal with prejudice of its
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 filed in the United States District
Court for the District of Colorado. As part of the settlement, the plaintiffs
agreed to cancellation and return to treasury of 8,055,000 shares of common
stock subject to the Civil Action. The balance of the previously issued
4,000,000 shares will be impounded in 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 the last week of April 2007.



                                      F-13

<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 June 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 on three prospects located in
Heilongjiang Province, China. Because available information indicates the
location of a high-grade gold prospect on the Shishan Forest Farm gold property,
the initial target property, we have commenced a feasibility study on this
prospect. We are highly encouraged by the results of the exploration and
drilling work performed on the Shishan Forest Farm gold property to date and,
assuming favorable results from the feasibility study, we anticipate further
exploration and development of this prospect as soon as practicable. 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
          our obligations 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 quickly enough to
          ensure our success;

     o    we will raise sufficient funding to make our required capital
          contributions to the joint venture with the First Institute over the
          next eighteen months; or

     o    our joint venture with the First Institute 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 June of 2004, the joint venture was formed with the
organization of Helongjiang 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 $3,000,000 over the next approximately nineteen months.


                                       2
<PAGE>

     We realized a net loss of $(805,267) for the quarter ended March 31, 2005,
and a net loss of $(3,068,748) for the period from inception (September 24,
2004) to December 31, 2004. 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. Certain of the significant expenses that we
incurred during the first quarter of the 2005 fiscal year include the following:

     o    consulting and management fees aggregating $397,607;

     o    professional fees, including legal and auditing expenses, totaling
          $236,920;

     o    travel expenses aggregating $94,757;

     o    general and administrative expenses totaling $62,450; and

     o    wages and benefits totaling $10,527.

     Our new management has moved aggressively to adopt measures to control
and/or cut operating costs, including the above and other costs and
expenditures. We expect that consulting and management fees, professional fees
and wages and benefits will decrease significantly in the remaining three
quarters of the year ending December 31, 2005, as a result of significant
reductions in staff and consultants and the settlement of two civil actions in
the second quarter of 2005. Travel expenses are expected to continue to be
significant because our business is focused in China.

Cash Requirements

     Over the twelve-month period ending December 31, 2005, we anticipate that
we will need to raise at least $2,000,000 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 $3,000,000 to the joint venture over a
period of eighteen months from the date that the China Economic Development and
Reform Commission issued a business license to the joint venture on June 30,
2005. 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;

     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.


                                       3
<PAGE>

Capital Resources

     We presently have no 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 and $1,280,000 received
from the sale of units, including 11,083,333 shares of common stock and warrants
exercisable to purchase a total of 20,816,667 shares of common stock. Unless we
realize $2,000,000 from the exercise of outstanding warrants or from loans, the
funds received will not be sufficient to finance our capital contributions to
the Heilongjiang joint venture and pay our operating expenses, and it will be
necessary to raise additional funds in the next twelve months. Management
believes that any short-term funds raised would be raised through the sale of
our equity securities and/or a debt financing. We are currently exploring all
available such financing alternatives including, but not limited to, private and
public securities offerings. 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, 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.


                          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, threatened or contemplated, 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 seeks to recover damages for
alleged unpaid marketing consulting services in the amount of approximately
$28,221. We intend to vigorously defend against the claim.


                                       4
<PAGE>
         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 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 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 will
be impounded in 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 the last week of April 2007.


Item 2. Changes in Securities.

     (a) On February 28, 2005, we issued 2,000,000 shares of common stock to Mr.
Howard Ash and 1,500,000 shares of common stock to Patricia Cudd, Esq., in
consideration of the performance of services for us. In our opinion, the
issuance and sales of the shares 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 her 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.

                                       5
<PAGE>
     In our opinion, the issuances and sales of units in the transactions
described below were exempt from registration under the Securities Act in
reliance upon Regulation S under the Securities Act. None of the investors is or
was, at the time of his acquisition of the units, a "U.S. person," as defined in
Regulation S under the Securities Act, and is not, and at the time of the
acquisition of the units was not, acquiring the units for the benefit of a "U.S.
person." Each investor is the sole beneficial owner of the units and has not
pre-arranged any sale with any purchaser(s) in the United States. Each investor
was outside the United States at the time of the purchase of the units and
represented the intention not to offer for sale, sell or otherwise transfer the
units unless in accordance with the provisions of Regulation S, pursuant to
registration under the Securities Act or pursuant to an available exemption from
registration. Appropriate legends were affixed to the stock certificates and
included in the warrant agreements issued in the transactions. Each investor had
an opportunity to ask questions about Savoy Resources and had adequate access to
information about us. The sale of the units did not involve the use of an
underwriter.

     On January 21, 2005, we issued 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,
to Mr. Jean Guy Lambert for $300,000 in cash, or $.15 per unit.

     On April 1, 2005, we issued 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 at $0.35, to Alpha Capital Aktiengeselschaft
for $200,000 in cash, or $.15 per unit.

     (b) No rights evidenced by Savoy Resources' common stock have been limited
or qualified by the issuance or modification of any other class of securities.

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

     (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 March 31, 2005, covered by this report.


Item 3. Defaults Upon Senior Securities.

     Savoy Resources' indebtedness as of the date of this report consists
primarily of $409,517 in accounts payable and accrued liabilities, approximately
$195,619 owed to current and former directors (of which $14,187 is owed by
Siranna) and a loan payable of $34,285.


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.

                                       6
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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 report 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
               report 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 report by reference to Exhibit 3.2 to the Annual Report
               on Form 10-KSB filed on April 26, 2004.)

      3.3      Bylaws of Savoy Capital Investments, Inc. (Incorporated in this
               report 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
               report 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 report 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 report 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.)

                                       7
<PAGE>
      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.)

      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 at $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.)

                                       8
<PAGE>
      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 at an exercise
               price of $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.)

     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.)

     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.)

                                       9
<PAGE>
     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.)

     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 Sharlples,
               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
<PAGE>
     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 at $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 at $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 at $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 one share of common stock at $0.20.
               (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.)

     10.17     Subscription Agreement dated March 29, 2006, 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 at $0.20 per share through March 28, 2008, of which
               two warrants are exercisable to purchase one share of common
               stock at an exercise price of $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.)

                                       11
<PAGE>
     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.)

     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.)

         (b) Reports on Form 8-K.

     The report on Form 8-K described below was filed during the quarter ended
March 31, 2005, covered by this report. No financial statements were filed as a
part of this report.

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

Form 8-K filed on March 25, 2005                    Items 5.02, 8.01 and 0.01




                                   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 March 31, 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:  May 30, 2005               By: /s/ Arthur Johnson
                                      ------------------
                                      Arthur Johnson, President,
                                      Chief Executive Officer, Chief Financial
                                      Officer and Principal Accounting Officer




                                       12
<PAGE>