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

                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _______________________ to _________________


                Commission file number 000-032103

                              Savoy Resources Corp.
    ------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

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

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

Issuer's telephone number:  011-27-11-807-1446

Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of each exchange on
          Title of each class                               which registered

                None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. Yes [ ] No [X]

State registrant's revenues for its most recent fiscal year.  $-0-
                                                              ----

Of the 69,598,600 shares of voting stock of the registrant issued and
outstanding as of May 22, 2006, 37,379,031 shares are held by non-affiliates.
The aggregate market value of the voting stock held by non-affiliates, computed
by reference to the last sale price at which the common stock was sold on May
19, 2005, is $1,495,161.

Transitional Small Business Disclosure Format:  Yes [  ]  No [X]

<PAGE>
                              SAVOY RESOURCES CORP.

                                TABLE OF CONTENTS

                                     Part I
                                                                            Page

Item 1.  Description of Business...........................................    4

Item 2.  Description of Property...........................................   14

Item 3.  Legal Proceedings.................................................   14

Item 4.  Submission of Matters to a Vote of Security Holders...............   15

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters..........   15

Item 6.  Management's Discussion and Analysis or Plan of Operation.........   23

Item 7.  Financial Statements..............................................   27

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure..............................................   28

Item 8A. Controls and Procedures...........................................   30

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act................    30

Item 10. Executive Compensation............................................   35

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.......................................   41

Item 12. Certain Relationships and Related Transactions....................   45

Item 13. Exhibits and Reports on Form 8-K..................................   49

Item 14. Principal Accountant Fees and Services............................   58



                                       3
<PAGE>
                  CAUTION REGARDING FORWARD LOOKING INFORMATION

     This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements regarding our
expectations, beliefs, intentions or future strategies that are signified by the
words "expect," "anticipate," "intend," "believe" or similar language. All
forward-looking statements included in this report are based on information
available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements. Our business and financial performance are
subject to substantial risks and uncertainties. Actual results could differ
materially from those projected in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements.

     References in this report to "Savoy Resources," the "company," the
"registrant," "we," "our" and "us" refer to Savoy Resources Corp. (formerly
Savoy Capital Investments, Inc.), a Colorado corporation.


                                     PART I

Item 1. Description of Business

(a)  Business Development

     Savoy Resources Corp. is a gold and mineral exploration and development
company in the exploration and development stage. In May of 2004, we entered
into a joint venture agreement with the First Institute of Geology Exploration
of Heilongjiang Province, China, for the purpose of developing gold and other
mineral exploration operations in Heilongjiang province in northeastern China.
The joint venture was organized in July of 2004 with the formation of
Heilongjiang Savoy Minerals Co., Ltd., under the laws of China and the receipt
of project approval and business and exploration licenses from the appropriate
Chinese governmental agencies. In April of 2005, we sold our 97% equity interest
in Societe Siranna S.A.R.L., a gemstone acquisition and marketing operation in
Madagascar, an island off the east coast of Africa, to Mr. Robert Slavik, a
former officer and director of Savoy Resources who owns approximately 5.8% of
our outstanding common stock. In March of 2006, we entered into an agreement to
sell our 40% equity interest in Heilongjiang Savoy Minerals to Black Dragon
Resources, Ltd., an unrelated company. As of the date of this report, we have
generated no revenue from operations. Our offices are located at 18826 Pagentry
Place, Monument, Colorado 80132. Our telephone number is 011-27-11-807-1446 and
our facsimile number is 011-27-11-807-1449. Our informational web site on the
internet is located at www.savoyresources.com.

     We were organized under the laws the State of Colorado on March 6, 1997,
under the name of "Savoy Capital Investments, Inc." On March 23, 2004, we
changed our name to "Savoy Resources Corp." From October 28, 1998, until
December of 2003, we pursued our business as an online residential and
commercial mortgage brokerage business; which was ultimately unsuccessful. We
raised funds from two small stock placements to fund our operations during this
period. From June through August of 2000, we sold 257,000 shares of common stock
to 45 persons for gross proceeds of $25,700 pursuant to the exemption from
registration under Section 3(b) of the Securities Act of 1933 and Regulation A
thereunder and the exemption under Section 11-51-308(1)(p) of the Colorado
Securities Act. In January of 2000, we raised $5,000 from the sale of 200,000
shares of preferred stock to our then President and legal counsel in reliance
upon the exemption from registration under Section 4(2) of the Securities Act of
1933. The 200,000 then outstanding shares of preferred stock were canceled on
March 31, 2004. The share amounts in this paragraph are prior to the forward
stock split effective on March 26, 2004, and have not been restated to give
effect to the stock split.
                                       4
<PAGE>
     On January 19, 2004, we completed the acquisition of 97% of the shares of
Societe Siranna S.A.R.L., a private Madagascar company, pursuant to the Share
Purchase Agreement dated December 23, 2003, between Savoy Resources and Mr.
Geoffrey Armstrong. Siranna owned two gemstone exploration properties in
northern Madagascar, together with full resource exploitation and gemstone
exportation permits. Under the terms of the Share Purchase Agreement, we
acquired 97% of the issued and outstanding shares of Siranna in exchange for
22,500,000 shares of our common stock, which were issued to Mr. Armstrong. As a
result of this transaction, we underwent a change in control and Siranna became
a 97%-owned subsidiary of Savoy Resources. With this acquisition, we took the
first step in our transition from an online residential and commercial mortgage
brokerage business to a gold and mineral exploration and development company
developing gold and other mineral exploration operations in Heilongjiang
Province, China, with our joint venture partners.

     In January of 2004, in conjunction with and as a condition precedent to the
business combination with Siranna, we granted options exercisable to purchase a
total of 27,900,000 shares of our common stock to six consultants to Savoy
Resources and Siranna under the Savoy Capital Investments, Inc. Stock Option
Plan. Since January of 2004, we have received gross proceeds in the amount of
$930,000 from the exercise of options to purchase all 27,900,000 shares. We
registered all 27,900,000 shares of common stock underlying the options pursuant
to a Registration Statement on Form S-8, File Number 333-112162, filed with the
Securities and Exchange Commission on January 23, 2004.

     On January 19, 2004, our Board of Directors and, on March 23, 2004, our
stockholders approved the change of our name from "Savoy Capital Investments,
Inc." to "Savoy Resources Corp." and a three-for-one forward split of our
outstanding shares of common stock, $0.001 par value per share. On March 23,
2004, we filed Articles of Amendment to our Articles of Incorporation with the
Colorado Secretary of State to amend our Amended and Restated Articles of
Incorporation in connection with the change of name and the three-for-one
forward stock split. The name change and the forward stock split became
effective at the opening of business on March 26, 2004, at which time our
21,182,000 then outstanding shares of common stock became 63,546,000 outstanding
shares. Except as otherwise indicated, the information in this report gives
retroactive effect to the name change and the forward stock split.

     The business combination with Siranna resulted in a change in the
composition of our Board of Directors and our management. On January 2, 2004,
Mr. Andrew N. Peterie, Sr., appointed Mr. Floyd Wandler as our sole director and
as President and Chairman of the Board of Directors and resigned as the sole
executive officer and director of the company. Mr. Peterie's resignation was not
prompted by any disagreement with us on any matter relating to our operations,
policies or practices. Mr. Wandler appointed Messrs. Clint B. Sharples and
Philip J. Walsh as additional members of the Board of Directors of the company
on February 3, 2004.

                                       5
<PAGE>
     Mr. Walsh resigned as a director of Savoy Resources on May 7, 2004. On July
15, 2004, Messrs. Wandler and Sharples resigned as executive officers and
directors of Savoy Resources and elected Mr. Robert Slavik to be the President,
the Chief Executive Officer, the Chief Financial Officer, the Principal
Accounting Officer and a director of Savoy Resources and Mr. Weiguo Lang to be
the Chairman of the Board of Directors and a director of Savoy Resources.
Messrs. Zhenglin Ge and Daniel S. Mckinney were elected to serve as directors of
Savoy Resources on August 17, 2004.

     From August 16, 2004, through March 29, 2005, we raised gross proceeds of
$1,280,000 to fund our operations from the sale of units, including a total of
11,083,333 shares of common stock and warrants exercisable to purchase a total
of 20,816,667 shares of common stock, in private placements to each of EIB
Capital Corp., KLM Consulting, Mr. Jean Guy Lambert and Alpha Capital
Aktiengesellschaft. Assuming the exercise of all of the warrants, we would
receive an additional $5,750,667. We issued units to EIB Capital Corp. in
reliance upon Section 4(2) of the Securities Act of 1933 that included 4,000,000
shares of common stock, series A warrants exercisable to purchase 5,600,000
shares of common stock, series B warrants exercisable to purchase 5,600,000
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 per share, 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. We received
consideration from EIB Capital consisting of $480,000 in cash, an undertaking of
$700,000 to fund the second payment due under our China joint venture and a
commitment for $200,000 in working capital. We relied upon the exemption from
registration under Regulation S under the Securities Act of 1933 for the
issuance of units to KLM Consulting for $300,000 in cash consisting of 3,750,000
shares of common stock and warrants exercisable to purchase 3,750,000 shares at
$0.20 per share, for the issuance of units to Mr. Lambert for $300,000 in cash
consisting of 2,000,000 shares of common stock and warrants exercisable to
purchase a total of 4,000,000 shares at $0.30 or $0.45 per share and for the
issuance of units to Alpha Capital for $200,000 in cash consisting of 1,333,333
shares of common stock and warrants exercisable to purchase a total of 666,667
shares, of which two warrants are exercisable to purchase one share of common
stock for $0.35. These transactions with EIB Capital Corp., KLM Consulting, Mr.
Lambert and Alpha Capital are described in detail elsewhere in this report under
Item 5. "Market for Common Equity and Related Stockholder Matters," (d) "Recent
Sales of Unregistered Securities" and Item 12. "Certain Relationships and
Related Transactions."

     On October 19, 2004, Mr. Armstrong transferred to Mr. Slavik 21,000,000 of
the 22,500,000 shares of common stock he received as consideration for the sale
to Savoy Resources of his 97% equity interest in Siranna. On February 1, 2005,
Mr. William T. Warden was elected to serve as a member of our advisory board. On
March 22, 2005, Mr. Slavik resigned from the offices of President and Chief
Executive Officer of Savoy Resources; Mr. Arthur Johnson was elected to be Mr.
Slavik's successor in these positions; and Mr. Michael G. Saner was elected to
serve on our advisory board. Mr. Johnson manages our domestic and international
operations and assists us in evaluating potential expansions. On April 2, 2005,
Mr. Lang resigned as the Chairman of the Board of Directors of Savoy Resources;
Mr. Warden was elected to succeed Mr. Lang as Chairman of the Board; and Mr.
Johnson was elected to serve as a director of Savoy Resources.

                                       6
<PAGE>
     On April 23, 2005, we sold our 97% equity interest in Siranna to Mr. Slavik
in consideration for his agreement to the cancellation and return to treasury of
19,000,000 of the 21,000,000 shares of common stock he received from Mr.
Armstrong in October of 2004, Mr. Slavik's retention of 2,000,000 of said shares
and our issuance to him of 2,000,000 additional shares of common stock. On May
10, 2005, Mr. Slavik resigned from the positions of Chief Financial Officer,
Principal Accounting Officer and director of Savoy Resources.

     On May 13, 2005, we settled certain litigation to which Savoy was a
defendant as a result of which we cancelled and returned to treasury 8,055,000
shares of common stock. The litigation and the settlement are described in more
detail elsewhere in this report under Item 3. "Legal Proceedings."

     On August 5, 2005, we borrowed a total of $775,000 at a simple interest
rate of 5% per annum to fund our operations from four "accredited" investors,
including Alpha Capital Aktiengesellschaft, Whalehaven Capital Fund Limited, CMS
Capital and Osher Capital, Inc. We entered into 5% secured convertible notes in
the aggregate principal amount of $775,000, due August 5, 2006, convertible into
a total of 4,558,824 shares of common stock at a fixed conversion price of $0.17
per share, evidencing the debt. We granted to the lenders class D warrants
exercisable to purchase a total of 4,558,824 shares of common stock at an
exercise price of $0.28 per share on or before August 5, 2009, as additional
consideration for the loans. The notes are secured by all of our assets,
including, but not limited to, accounts, goods, real and personal property, all
present and future books and records relating to the collateral and all products
and proceeds of the collateral. Heilongjiang Savoy Minerals, a 40%-owned
subsidiary, guaranteed payment of the loans and performance under the notes, the
subscription agreement and all other agreements relating to the sale of the
notes and the class D warrants. The issuance and sale of the securities in the
transactions described above were exempt from registration under the Securities
Act of 1933 in reliance upon Section 4(2), Section 4(6) or Regulation D under
the Securities Act as transactions by an issuer not involving any public
offering. As part of the transactions, we agreed to file a registration
statement with the U.S. Securities and Exchange Commission to register a total
of 9,345,590 shares of common stock issuable upon conversion of the notes and
exercise of the warrants by September 19, 2005, and cause it to be declared
effective by January 2, 2006. As of the date of this report, we have not filed
the registration statement. Our failure to file the registration statement
constitutes a "Non-Registration Event," as defined in the subscription agreement
among Savoy Resources and the lenders, as a result of which we have incurred and
failed to pay liquidated damages equal to 2% of the principal amount of the
notes each thirty days subsequent to September 19, 2005. In order to remedy the
default, we entered into an agreement with the lenders on May 16, 2006, that,
among other things, amends the terms and conditions of our original agreements
and provides for our directors to resign unless we meet certain milestones,
which are described below.


                                       7
<PAGE>
     On January 30, 2006, Mr. Daniel S. Mckinney and, on February 14, 2006, Mr.
Zhenglin Ge resigned as directors of Savoy Resources.

     On March 31, 2006, we entered into an agreement to sell our 40% equity
interest in Heilongjiang Savoy Minerals, the joint venture with the First
Institute of Heilongjiang Province, China, organized in June 2004, to Black
Dragon Resources Ltd., an unrelated Mauritius GBC2 company. Through the date of
this report, we have contributed to the joint venture $1,000,000 of a total of
$3,500,000 in capital contributions required through December 31, 2006, under
the joint venture agreement with the First Institute. We have received the
initial $50,000 payment under the agreement with Black Dragon Resources and we
will receive an additional $200,000 at closing.

     On April 29, 2006, we raised gross proceeds of $75,000 to fund our
operations from the sale of 5,000,000 shares of common stock in a private
placement to SDM Consultant Corp. We relied upon the exemption from registration
under Section 4(2), Section 4(6) or Regulation D under the Securities Act of
1933 as a transaction by an issuer not involving any public offering for the
issuance of the shares to SDM Consultant.

     On May 16, 2006, we consummated an agreement with Alpha Capital, Whalehaven
Capital Fund, CMS Capital and Osher Capital that provides for us to make
payments to the lenders, issue them additional shares of common stock, reduce
the note conversion price and cause our directors to resign unless we meet
certain milestones, among other things. The milestones we agreed to meet are the
following:

     o    By May 22, 2006, we agreed to file our annual report on Form 10-KSB
          for the year ended December 31, 2005.

     o    By June 1, 2006, we agreed to set aside a total of $100,000 to be used
          to prepare and file with the Commission the periodic reports required
          under the Securities Exchange Act of 1934 and the registration
          statement covering the shares of common stock owned by Alpha Capital
          and issuable upon conversion of the lenders' notes and exercise of
          their class D warrants and the additional 3,333,333 shares to be
          issued to the lenders pursuant to the agreement.

     o    By June 7, 2006, we agreed to pay a total of $150,000 to the lenders
          on a pro rata basis.

     o    By June 8, 2006, we agreed to issue and deliver 1,333,333 restricted
          shares of our common stock to Alpha Capital and a total of 2,000,000
          restricted shares of common stock to the lenders on a pro rata basis.

     o    By June 30, 2006, we agreed to file the registration statement
          covering the shares of our common stock owned by Alpha Capital and to
          be issued to the lenders pursuant to the agreement and underlying the
          lenders' notes and warrants.

     o    By July 31, 2006, we agreed to acquire a gold and/or oil property with
          an asset value on our balance sheet of not less than $1,000,000.

                                       8
<PAGE>
     o    By September 30, 2006, we agreed to cause the registration statement
          covering Alpha Capital's shares of common stock, the shares of common
          stock underlying the lenders' notes and warrants and the additional
          shares to be issued to the lenders pursuant to the agreement, to be
          declared effective by the Commission.

     o    By November 5, 2006, we agreed to repay the lenders' notes to the
          extent that they have not been converted.

In addition to our agreement to meet the milestones described above or cause our
directors to resign, except in the event that the Commission fails to declare
the registration statement effective by September 30, 2006, in which case our
board of directors is not required to resign unless the Commission fails to
declare the registration statement effective by November 15, 2006, we agreed to
reduce the stock conversion price in the lenders' notes from $0.17 to $0.10. As
consideration for our agreement to take the actions described above or cause our
directors to resign, the lenders agreed to extend the maturity date of the notes
through November 5, 2006, and that we are no longer in default on the notes, and
to forgive the amount of liquidated damages accrued, as a result of our failure
to file the registration statement covering their shares. However, we agreed
that, should we fail to meet any of the milestones agreed to with the lenders,
the amount of liquidated damages forgiven by the lenders pursuant to the
agreement would be reinstated.

     See "Business of the Issuer" immediately below for a description of our
current operations and future proposed activities.

     (b)  Business of the Issuer

General

     We are a development-stage company that recently changed our business from
an online residential and commercial mortgage brokerage business to a gold and
mineral exploration and development company. Since the business combination with
Siranna, we have devoted the bulk of our time, effort and resources to
negotiating a joint venture agreement with a government-owned, geological
institute located in Heilongjiang Province, China, capitalizing the joint
venture and acquiring two gemstone exploration properties located in northern
Madagascar, together with permits allowing for full resource exploitation and
exportation, and to numerous organizational matters relevant to developing a new
business plan. We sold our equity interest in Siranna to a former officer and
director who owns approximately 5.8% of our outstanding common stock in April of
2005. On March 31, 2006, we entered into an agreement to sell our equity
interest in the China joint venture to an unrelated company.

     We capitalized the China joint venture with $1,000,000, out of $3,500,000
in capital contributions required by December 31, 2006. We are selling our 40%
equity interest in the joint venture for $250,000, of which we have received
$50,000 through the date of this report. We made the strategic decision to sell
our interest in the joint venture primarily because of the significant amount of
additional investment capital required prior to the realization of any return
from the joint venture. Additionally, based upon more intensive investigation of
various of the joint venture's target sites in Heilongjiang Province, it became
apparent to management that we could only realize revenue from Sipingshun
Mountains and other sites by negotiating a small carried interest with a joint
venture partner having resources far greater than ours with which to develop the
properties and commence production.

                                       9
<PAGE>
     Since negotiating the agreement to sell our interest in the China joint
venture, we have focused our efforts upon other mineral prospects, including a
Canadian gold prospect, a copper and cobalt leaching prospect in South Africa
and other potential gold and other mineral prospects in China. Management is in
advanced negotiations with a closely-held, Canadian company to acquire a
property with proven placer gold reserves located in the Yukon Territory in
northwestern Canada. We expect to consummate the purchase, which would not
involve any cash outlay, prior to July 31, 2006, as required under the terms of
the agreement dated May 16, 2006, among us, Alpha Capital, Whalehaven Capital
Fund, CMS Capital and Osher Capital described above under (a) "Business
development." If we succeed in acquiring the property by July 31, 2006, we
believe that it would be possible to commence production of gold as early as
this fall because of the existence of a certain amount of infrastructure. We
intend that this proposed acquisition be the first of a number of acquisitions
in a program we are developing for the acquisition of mining properties in
Canada, the United States, South Africa and China. The implementation and
success of the program will be dependent upon our ability to obtain the
financing necessary to consummate the acquisitions and commence production of
gold or other minerals on the properties acquired. We anticipate that we will
need at least $1,000,000 to acquire an equity interest in the proposed copper
and cobalt leaching prospect located in South Africa. Our goal is to become a
significant gold and other mineral exploration, development and production
company.

Competition

     We are considering the acquisition of a placer gold prospect in the Yukon
Territory in Canada and the acquisition or participation in the development of
other mineral prospects elsewhere in the world. With regard to these potential
projects, we will compete with numerous other companies, many of which are
established, have proven operating histories and have significantly greater
financial, human and other resources than we do. Because of our small size, we
would be forced to partner with major mining companies in order to develop
viable mineral prospects of such a large size that we do not have the resources
and capabilities to pursue them. We expect to have only a carried interest in
these projects. The international natural resource industry is highly
competitive in all aspects, including the marketing and distribution of
products. As a result, these issues could have a material adverse effect on
prospective mining projects and cause delays or abandonment of them entirely.


Governmental Regulation

     We understand that we are not currently subject to direct United States
federal, state or local governmental environmental regulations other than
regulations applicable to businesses generally. We will not be subject to United
States federal, state or local environmental regulations, except with regard to
mineral exploration and development operations in the United States. No specific
projects are under consideration at the present time.

                                       10
<PAGE>
     We are not certain how our business may be affected by the application of
existing foreign laws governing issues such as the environment, property
ownership, taxation and qualification to do business. This uncertainty could
reduce our ability to conduct exploration operations, increase the cost of doing
business as a result of possible litigation costs and increase exploration,
development and production costs.

     Environmental Considerations. Our proposed exploratory, development, mining
and production operations will be subject to complex and changing environmental
protection laws adopted by government authorities in the countries where we
operate. These laws may require us to pay for remedial action or to pay damages
regardless of fault. Environmental laws also often impose liability with respect
to divested or terminated operations, even if the operations were terminated or
divested many years in the past. Our proposed mining operations and exploration
activities will be subject to extensive laws and regulations governing
prospecting, development, production, exports, taxes, labor standards,
occupational health, waste disposal, protection and remediation of the
environment, protection of endangered and protected species, mine safety, toxic
substances and other matters. The mining business is subject to risks and
liabilities associated with pollution of the environment and disposal of waste
products occurring as a result of mineral exploration and production. Compliance
with these laws and regulations will impose substantial costs on us and will
subject us to significant potential liabilities. Costs associated with
environmental liabilities and compliance have increased over time, and we expect
these costs to continue to increase in the future. We will be required to book
reserves for the costs of environmental obligations on our financial statements
as our mining operations proceed. We intend to operate in accordance with high
environmental protection standards and to be responsible for environmental
damage caused by our operations.

Employees

     Mr. Arthur Johnson is our only employee. Mr. Johnson replaced Mr. Robert
Slavik on March 22, 2005, who, in turn, replaced Mr. Floyd Wandler on July 15,
2004, as our President and Chief Executive Officer. Mr. Johnson replaced Mr.
Slavik as our Chief Financial Officer and Principal Accounting Officer on May
10, 2005. He manages our domestic and international operations and assists us to
evaluate potential expansion into other resource areas. Mr. Johnson performed
services for us on a month-to-month basis pursuant to a verbal agreement from
April 1 through December 31, 2005, at the rate of $8,000 per month. We paid
$24,000 and accrued $48,000 in consulting fees owed to him for services
performed during this period. Effective as of January 1, 2006, we retained Mr.
Johnson pursuant to the Executive Services Agreement for a period of one year
from January 1 through December 31, 2006, at the rate of $10,000 per month. We
paid $13,000 and accrued $33,000 in consulting fees owed to him for services
performed through May 2006. As incentive for entering into the agreement, we
granted an option exercisable to purchase 1,000,000 shares of our common stock
at $0.08 per share through January 1, 2009, to a company owned by Mr. Johnson.
Additionally, the agreement provides for us to reimburse Mr. Johnson for all
normal and reasonable travel and other expenses he incurs in the performance of
his responsibilities for us.

                                       11
<PAGE>
Consultants

     Mr. Weiguo Lang performed services for us as a consultant in the area of
market development in Asia on a month-to-month basis pursuant to a verbal
agreement from April 1 through December 31, 2005, at the rate of $6,000 per
month. We paid $18,000 and accrued $36,000 in consulting fees owed to him during
this period. Effective as of January 1, 2006, we retained Mr. Lang as a
consultant in this same capacity pursuant to the Consulting Services Agreement
for a period of one year from January 1 through December 31, 2006, at the rate
of $10,000 per month. We paid $5,000 and accrued $45,000 in consulting fees owed
to him for consulting services performed through May 2006. As incentive for
entering into the agreement, we granted an option exercisable to purchase
1,000,000 shares of our common stock at $0.08 per share through January 1, 2009,
to a company owned by Mr. Lang. Additionally, the agreement provides for us to
reimburse Mr. Lang for all normal and reasonable travel and other expenses he
incurs in the performance of his responsibilities for us.

     Mr. Lang's principal responsibilities under the Consulting Services
Agreement include the following:

     o    assisting us to further the exploration and development of our
          resource interests throughout China;

     o    acting as our liaison with the various levels of government in China;

     o    advising and assisting us to develop and execute strategies for
          marketing and developing product markets in Asia; and

     o    establishing and helping maintain effective communications programs
          with the mining industry and other interested persons in Asia.

Consultants

     Ms. Patricia Cudd was retained as a consultant pursuant to the Consulting
Services Agreement for a period of one year from January 1 through December 31,
2006, at the rate of $10,000 per month. We paid $15,000 and accrued $35,000 in
consulting fees owed to her for consulting services performed through May 2006.
As incentive for entering into the agreement, we granted an option exercisable
to purchase 1,000,000 shares of our common stock at $0.08 per share through
January 1, 2009, to a company owned by Ms. Cudd. Additionally, the agreement
provides for us to reimburse Ms. Cudd for all normal and reasonable travel and
other expenses she incurs in the performance of her responsibilities for us.

     Ms. Cudd's principal responsibilities under the Consulting Services
Agreement include the following:

     o    maintaining our principal executive office in the United States;

                                       12
<PAGE>
     o    assisting with our administration;

     o    acting as the secretary at all meetings of our board of directors and
          stockholders and preparing the minutes of the meetings;

     o    maintaining all corporate records;

     o    acting as a liaison between us and our outside attorneys, accountants
          and auditors and others;

     o    advising us regarding communications with our auditors and regulatory
          agencies;

     o    assisting in the establishment and maintenance of effective
          communications programs with the public, the investment community, the
          media, the mining industry and other interested persons; and

     o    preparing all corporate promotional materials, including news releases
          and informational documents, business plans and brochures.

Cudd & Associates, a sole proprietorship owned by Ms. Cudd, serves as our
corporate and securities legal counsel. Cudd & Associates charges us for legal
services, including but not limited to the preparation of our annual, quarterly
and other reports required under the Securities Exchange Act of 1934, at her
customary hourly rates.

Additional Information

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance with the Exchange Act, we file reports, proxy
statements and other information, including annual reports on Form 10-KSB and
quarterly reports on Form 10-QSB, with the Securities and Exchange Commission.
Reports and other information that we file can be inspected and copied at the
public reference facilities maintained at the SEC. Copies of these materials can
be obtained upon written request addressed to the SEC, MS 0102, 100 F Street,
N.E., Washington, D.C. 20549-2521, or by e-mail to publicinfo@sec.gov or
facsimile to (202) 1027, at prescribed rates. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site on the internet where reports,
proxy and information statements and other information regarding issuers that
file electronically with the SEC through the Electronic Data Gathering, Analysis
and Retrieval System may be obtained free of charge. The address of the site is
http://www.sec.gov.


Item 2.  Description of Property

                                       13
<PAGE>
     Since May 1, 2005, we have maintained our offices, pursuant to a verbal
arrangement, rent-free at the office of our legal counsel located at 18826
Pagentry Place, Monument, Colorado 80132. We anticipate the continued
utilization of these facilities on a rent-free basis until such time, if ever,
as we generate a level of earnings sufficient to enable us to obtain office
space from an unaffiliated third party. We expect this office space to be
adequate to meet our foreseeable future needs so long as we are in the
development stage. Our telephone number is 011-27-11-807-1446 and our facsimile
number is 011-27-11-807-1449.

     From March 1, 2004, through April 30, 2005, our offices were located at 435
Martin Street, Suite #3120, Blaine, Washington 98230. We paid a total of $2,769
in rent for this office space pursuant to a lease agreement with an unaffiliated
third party that commenced on March 1, 2004, and terminated on April 30, 2005.


Item 3. 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 sought to recover
damages for alleged unpaid marketing consulting services in the amount of
approximately $28,221. On July 5, 2005, we entered into the court-approved
Settlement Agreement with the plaintiff pursuant to which we paid the sum of
$10,000 in cash and issued 107,184 restricted shares of common stock to the
plaintiff. Additionally, we agreed to register the shares of common stock by
filing a registration statement with the U.S. Securities and Exchange Commission
not later than 90 days from the date of the Settlement Agreement.

     In December of 2004, nine plaintiffs filed a civil action, case number
04CV4894, styled Byron Hampton, Floyd Wandler, Ryan Wandler, Louis Gheyle, Dimka
Boussy, 676538 B.C. Ltd., Donna Koop, Cathy Tough and Platinum Resource Holding
(sic), Inc., Plaintiffs, versus Savoy Resources Corp., Robert Slavik, Weiguo
Lang, Patricia Cudd, Zhengli (sic) (Charles) Ge, Daniel S. McKinney and PacWest
Transfer, LLC, Defendants, in the District Court of El Paso County, Colorado,
against seven defendants, including Savoy, our then President/Chief Executive
Officer and board of directors, our former transfer agent and our 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 the Settlement Agreement and Mutual
Release with the plaintiffs providing for dismissal with prejudice by the
plaintiffs of their pending claims and counterclaims against the defendants,
except Mr. Slavik, and the defendants' dismissal with prejudice of their pending
claims and counterclaims against the plaintiffs in case number 04CV4894 and
against two of the plaintiffs and two other individuals, as the defendants, in
the civil action number 04-cv-00290-EWN-CBS styled Savoy Resources Corp., a
Colorado corporation, Plaintiff, versus Floyd Wandler, Byron Hampton, Michael
Gheyle and Robert Welch, Defendants, filed in the United States District Court
for the District of Colorado. This case, which was filed by Savoy in February of
2005 against the defendants seeking their disgorgement of short swing profits
from purchases and sales of common stock of Savoy in violation of Section 16(b)
of the Securities Exchange Act of 1934, was dismissed on June 29, 2005. As part
of the settlement of case number 04CV4894, the plaintiffs agreed to cancellation
and return to treasury of 8,055,000 shares of common stock subject to the
temporary restraining order. An additional 4,000,000 shares were impounded in
escrow and are being released to the plaintiffs at the rate of 50,000 shares per
week on the first day of each week commencing September 1, 2005, through the
last week of April 2007.

                                       14
<PAGE>
Item 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted during the fourth quarter of the fiscal year
ended December 31, 2005, covered by this report, to a vote of our stockholders,
through our solicitation of proxies or otherwise.

         On January 19, 2004, the Board of Directors, and, on March 23, 2004, a
majority of our stockholders approved the change of our name from "Savoy Capital
Investments, Inc." to "Savoy Resources Corp." and a three-for-one forward split
of our outstanding shares of common stock. On March 23, 2004, we filed Articles
of Amendment to our Articles of Incorporation with the Colorado Secretary of
State to amend our Amended and Restated Articles of Incorporation in connection
with the change of name and the forward stock split. The name change and the
forward split became effective at the opening of business on March 26, 2004, at
which time our 21,182,000 then outstanding shares of common stock became
63,546,000 outstanding shares. Except as otherwise indicated, the information in
this report gives retroactive effect to the name change and the forward split.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     (a)  Market Information

         Our common stock is traded in the over-the-counter market and
quotations are published on the NASD OTC Bulletin Board under the symbol "SVYR"
and quoted in the "pink sheets" published by the National Quotation Bureau, Inc.
Prior to March 26, 2004, our common stock traded under the symbol "SVYC." There
was no established public trading market for our common stock prior to January
2004. The following table sets forth the range of high and low sales prices per
share of common stock for the periods indicated. The sales prices per share give
effect to the three-for-one forward split of our common stock effective March
26, 2004, for all periods presented.

                                       15
<PAGE>
         Year Ended December 31, 2004                      High         Low
         ----------------------------                      ----         ---
         First Quarter                                     $1.11      $0.33
         Second Quarter                                     1.09       0.41
         Third Quarter                                      0.41       0.10
         Fourth Quarter                                     0.33       0.09

         Year Ending December 31, 2005                      High        Low
         ----------------------------                      ----         ---
         First Quarter                                     $0.35      $0.17
         Second Quarter                                     0.21       0.10
         Third Quarter                                      0.29       0.10
         Fourth Quarter                                     0.24       0.10

         Year Ending December 31, 2006                      High        Low
         ----------------------------                      ----         ---
         First Quarter                                     $0.13       $0.05

     (b)  Holders

         As of May 22, 2006, we had 76 stockholders of record and, based on
information received from our transfer agent, brokers and/or others in a
fiduciary capacity, approximately 650 beneficial stockholders of 69,848,600
issued and outstanding shares of our common stock.

     (b)  Dividends

         We have never paid or declared any dividends on our common stock and we
do not anticipate paying cash dividends in the foreseeable future. Future
dividend policy is subject to the discretion of the board of directors and will
depend upon a number of factors, including future earnings, debt service,
capital requirements, business conditions, our financial condition and other
factors that the board of directors may deem relevant.

(c)      Securities Authorized for Issuance under Equity Compensation Plan

         On December 29, 2003, we adopted the Savoy Capital Investments, Inc.
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003
pursuant to which we issued 333,000 shares of common stock to a consultant. We
adopted the Savoy Capital Investments, Inc. Stock Option Plan on January 2,
2004, and, in conjunction with the business combination with Siranna, granted to
six consultants of Savoy Resources and Siranna stock options exercisable to
purchase all 27,900,000 shares of common stock reserved for issuance under the
plan. Nine hundred ninety-nine shares of common stock remain available for
issuance under the 2003 plan. No shares are available for issuance under the
2004 plan because options have been exercised to purchase all 27,900,000 shares
of common stock authorized for issuance under the plan, including options
exercisable to purchase 1,500,000 shares granted to Mr. Weiguo Lang, a director,
options exercisable to purchase 13,500,000 shares of common stock granted to a
former executive officer and director and options exercisable to purchase
4,500,000 shares granted to a former executive officer. Both plans were adopted
without the approval of our stockholders.

                                       16
<PAGE>
         On August 4, 2005, we granted an option exercisable to purchase 500,000
shares of common stock at $0.02 per share on or before August 4, 2008, to Mr.
William T. Warden, Chairman of the Board of Directors. On January 1, 2006, we
granted options exercisable to purchase 1,000,000 shares of common stock at
$0.08 per share on or before January 1, 2009, to each of Inteco Holdings, Ltd.,
a company owned by Mr. Arthur Johnson, our President, Chief Executive Officer,
Chief Financial Officer and Principal Accounting Officer, Tinjian Chinaquantum
Investment and Trade Co., Ltd., a company owned by Mr. Weiguo Lang, a director,
and Pagentry Place Investments, Ltd., a company owned by Ms. Patricia Cudd, a
consultant, and an option exercisable to purchase 500,000 shares of common stock
on the same terms to Mr. Warden. We granted the options without the approval of
our stockholders.

         The following table sets forth certain information as of December 31,
2005, regarding the 2003 plan and the stock options granted to Inteco Holdings,
Mr. Warden, Tinjian Chinaquantum Investment and Trade and Pagentry Place
Investments under which shares of our common stock are authorized for issuance.
<TABLE>
<CAPTION>

                                                                    Shares Remaining
                   Shares to Be Issued    Weighted-Average        Available for Future
                     Upon Exercise of     Exercise Price of        Issuance (Excluding Shares
Name of Plan       Outstanding Options   Outstanding Options    Reflected in First Column)
------------       -------------------   -------------------   ------------------------------
<S>                       <C>                        <C>                               <C>
Savoy Capital
Investments, Inc.
Non-Employee
Directors and
Consultants
Retainer Stock
Plan for the
Year 2003                  N/A                       N/A                    999

Stock
Option of
Inteco
Holdings                  1,000,000                  $0.08                   -0-

Stock
Options of
William T.
Warden                    1,000,000                  $0.05                   -0-
Stock
Option of
Tinjian
Chinaquantum
Investment
and Trade                 1,000,000                  $0.08                   -0-


                                 17
<PAGE>
Stock
Option of
Pagentry Place
Investments               1,000,000                  $0.08                   -0-
</TABLE>


         The term of the Savoy Capital Investments, Inc. Stock Option Plan is a
period of ten years and terminates on January 2, 2014. The board of directors
administers the plan and determines the terms of each option grant, provided
that the option term cannot exceed three years in length and the maximum number
of shares reserved for any one individual cannot exceed 40% of the total number
of our issued and outstanding shares. Furthermore, without the approval of a
disinterested majority of our stockholders, the board cannot reserve shares of
common stock underlying options granted under the plan in an amount greater than
the total number of our issued and outstanding shares of common stock. The board
may grant incentive stock options to key employees. Holders of stock options
granted under the plan are protected from dilution and otherwise in the event of
changes in the common stock resulting from an event such as a merger,
consolidation, reorganization, recapitalization, stock dividend,
reclassification, split-up or combination of shares. Options are not assignable
or transferable except by will, the laws of descent and distribution or our
written consent. The estate of an optionee may exercise his option within one
year of his death. An optionee who ceases to be a director or officer for any
reason other than death or removal may exercise his option, with our prior
written consent, within up to 90 calendar days after his position ceases or
terminates. An optionee who ceases to be an employee or consultant for any
reason other than death or termination for cause may exercise his option, with
our prior written consent, within up to 60 calendar days after his employment
ceases or terminates. If we terminate the employment of an employee or
consultant for cause, any unexercised portion of his option expires immediately.

         The duration of the Savoy Resources Capital Investments, Inc.
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003 is
a period of ten years and terminates on December 29, 2013. Non-employee
directors and consultants are eligible for restricted stock awards or stock
option grants under the plan. A committee comprised of two members of the board
of directors administers the plan and determines the terms of each stock option
grant under the plan. The exercise price of any stock option granted must be at
least 100% of the fair market value of the underlying shares of common stock at
the time of the option grant. Recipients of restricted stock awards or stock
options under the plan are protected from dilution and otherwise in the event of
changes in the common stock resulting from an event such as a merger,
consolidation, reorganization, recapitalization, stock dividend,
reclassification, split-up or combination of shares. Stock options are not
assignable or transferable except by will or the laws of descent and
distribution.


(d)         Name Change and Forward Stock Split

            The effects of the name change and forward stock split on March 26,
2004, were the following:

     (i)  we changed our name from "Savoy Resources Capital Investments, Inc."
          to "Savoy Resources Corp."; and

                                       18
<PAGE>
     (ii) the 21,182,000 outstanding shares of common stock immediately prior to
          the forward stock split were increased to 65,838,000 shares as of the
          effectiveness of the forward split at the opening of business on March
          26, 2004.

(e)      Recent Sales of Unregistered Securities

         Set forth below is information regarding unregistered securities that
we have sold since the completion in August 2000 of our stock offering pursuant
to Regulation A under the Securities Act of 1933 pursuant to which we sold
257,000 shares of common stock to 45 persons for gross proceeds of $25,700. This
share amount is prior to the three-for-one forward stock split effective on
March 26, 2004, and has not been restated to give effect to the split. In our
opinion, the issuances and sales of securities described below were exempt from
registration under the Securities Act of 1933 in reliance upon Section 4(2) of
the Securities Act as transactions by an issuer not involving any public
offering. In each transaction, the recipient of the shares represented his, her
or its intention to acquire the securities for investment only and not with a
view to or for sale in connection with any distribution of the shares, and
appropriate legends were affixed to the stock certificates issued in the
transactions. The recipients had an opportunity to ask questions about us and
had adequate access to information about us. No sales of shares of common stock
involved the use of an underwriter.

         On January 19, 2004, we completed the acquisition of 97% of the issued
and outstanding shares of Siranna, a private Madagascar company, pursuant to the
Share Purchase Agreement dated December 23, 2003, between Savoy Resources and
Mr. Geoffrey Armstrong. Under the terms of the Share Purchase Agreement, we
issued 22,500,000 shares of our common stock to Mr. Armstrong in the exchange.
On October 18, 2004, Mr. Armstrong transferred 21,000,000 of said 22,500,000
shares of common stock to Mr. Robert Slavik, a former officer and director who
owns approximately 5.8% of our outstanding common stock. On April 23, 2005, we
sold our 97% equity interest in Siranna to Mr. Slavik in consideration for his
agreement to the cancellation and return to treasury of 19,000,000 of the
21,000,000 shares of common stock, the retention by Mr. Slavik of 2,000,000 of
said shares and the issuance to him of 2,000,000 additional shares.

         On January 2, 2004, in conjunction with the business combination with
Siranna, we granted to six consultants of Savoy Resources and Siranna options
exercisable to purchase 27,900,000 shares of common stock at an exercise price
of $0.033 per share under the Savoy Capital Investments, Inc. Stock Option Plan.
Options granted under the plan exercisable to purchase all 27,900,000 shares of
common stock have been exercised.

         On August 1, 2004, we issued 750,000 shares of common stock to Ms.
Patricia Cudd, of Cudd & Associates, our corporate and securities counsel, for
the performance of legal services.

                                       19
<PAGE>
         On November 12, 2004, we issued 5,000,000 units, each unit consisting
of one share of common stock, one series A warrant exercisable to purchase one
share of common stock at $0.20 per share through November 11, 2007, and one
series B warrant exercisable to purchase one-half share of common stock through
November 11, 2008, of which two series B warrants are exercisable to purchase
one share of common stock for $0.40, to EIB Capital Corp. Of the $600,000
purchase price for the units, we received $305,000 on or about November 12,
2004, and $175,000 during the period from December through May of 2005. We
agreed to register the shares of common stock and the shares underlying the
warrants with the Securities and Exchange Commission upon EIB Capital's request.
On February 8, 2005, we increased the number of shares of common stock
underlying the series A warrants from 5,000,000 to 7,000,000 shares and the
number of shares underlying the series B warrants from 2,500,000 to 7,000,000
shares, and extended the term of the series A warrants through February 7, 2008,
and the term of the Series B warrants through February 7, 2009. Additionally, we
included in each unit one series C warrant exercisable to purchase three-tenths
share of common stock through February 7, 2009, of which ten series C warrants
are exercisable to purchase three shares of common stock for $0.60, and granted
EIB Capital registration rights for the additional shares of common stock
underlying the warrants. As consideration for the increase in the number of
shares of common stock underlying the series A and B warrants, the inclusion in
the units of the series C warrants and the grant of registration rights, EIB
Capital provided us with an undertaking in the amount of $700,000 to fund the
second payment due under our joint venture agreement with the First Institute of
Heilongjiang Province, China, and a commitment for $200,000 in working capital
to be made available upon mutually acceptable terms and conditions based upon
market conditions. On May 10, 2005, we cancelled and returned to treasury 20% of
the units issued to EIB Capital, leaving 4,000,000 shares of common stock,
5,600,000 shares of common stock underlying the series A warrants, 5,600,000
shares of common stock underlying the series B warrants and 1,200,000 shares
underlying the series C warrants included in the units.

         On February 28, 2005, we issued 1,500,000 shares of common stock to Ms.
Patricia Cudd, of Cudd & Associates, our corporate and securities counsel, for
the performance of legal services and 2,000,000 shares of common stock to Mr.
Howard Ash for the performance of consulting services.

         On May 13, 2005, as part of the settlement of a civil action against us
and others, we transferred a total of 4,000,000 shares of common stock to the
plaintiffs named in the table below in the denominations set forth opposite each
individual's name.


                                                      Number
                                                        of
                         Name                         Shares
                  ----------------                  ---------

                  Dimka Boussy                      1,000,000
                  676538 B.C. Ltd.                  1,000,000
                  Cathy Tough                       1,000,000
                  Floyd Wandler                       500,000
                  Ryan Wandler                        500,000

         On June 23, 2005, we issued 1,200,000 units, each unit consisting of
one share of common stock, one series A warrant exercisable to purchase one and
two-fifths shares of common stock through June 22, 2008, of which five series A
warrants are exercisable to purchase seven shares of common stock for $1.40, one
series B warrant exercisable to purchase one and two-fifths shares of common
stock through June 22, 2009, of which five series B warrants are exercisable to
purchase seven shares of common stock for $2.80, and one series C warrant
exercisable to purchase three-tenths share of common stock through June 22,
2009, of which ten series C warrants are exercisable to purchase three shares of
common stock for $0.60, to EIB Capital Corp. at a purchase price of $0.12 per
unit for gross proceeds of $120,000.

                                       20
<PAGE>
         On July 5, 2005, we issued 107,184 restricted shares of our common
stock to Wall Street Investor Resources Corp. in a civil action, case number
05CV1454, styled Wall Street Investor Resources Corp., a Maryland corporation,
versus Savoy Resources Corp., a Colorado corporation, filed in the District
Court of El Paso County, Colorado, on April 19, 2005, pursuant to which the
plaintiff sought to recover damages for alleged unpaid marketing consulting
services of approximately $28,221.

         On August 4, 2005, we issued 500,000 restricted shares of our common
stock to each of Inteco Holdings, Ltd., a company owned by Mr. Arthur Johnson,
our President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer and a director, Tianjin Chinaquantum Investment and Trade
Co., Ltd., a company owned by Mr. Weiguo Lang, a director, Pagentry Place
Investments, Ltd., a company owned by Ms. Patricia Cudd, a consultant, and
Coldway, Ltd., a company owned by Mr. Daniel S. Mckinney, a former director, for
a total of 2,000,000 shares, and granted to Mr. William T. Warden, Chairman of
the Board of Directors and a director, an option exercisable to purchase 500,000
shares at $0.02 per share on or before August 4, 2008, for services performed
for Savoy Resources.

         On August 4, 2005, we issued 2,000,000 shares of common stock to SDM
Consultant Corp. for business consulting services performed for us.

         On January 1, 2006, we granted an option exercisable to purchase
1,000,000 shares of our common stock at $0.08 per share on or before January 1,
2009, to each of Inteco Holdings, Tianjin Chinaquantum Investment and Trade and
Pagentry Place Investments, as an incentive for the company owners to enter into
consulting agreements with us and an option exercisable to purchase 500,000
shares at $0.08 per share on or before January 1, 2009, to each of Coldway and
Mr. Warden, for a total of 4,000,000 shares.
         On April 29, 2006, we issued 1,000,000 restricted shares of our common
stock to each of Tianjin Chinaquantum Investment and Trade and Pagentry Place
Investments, for a total of 2,000,000 shares, for expenses incurred for the
benefit of the Corporation through December 31, 2005.

         On April 29, 2006, we issued 5,000,000 shares of common stock to SDM
Consultant Corp. at a purchase price of $0.015 per share for gross proceeds of
$75,000.

         In our opinion, the issuances and sales of securities 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 its or his acquisition of the securities, 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 securities was not, acquiring the
securities for the benefit of a "U.S. person." Each investor is the sole
beneficial owner of the securities 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 securities and represented the intention not
to offer for sale, sell or otherwise transfer the securities 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
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 securities did not involve the use of an underwriter.

                                       21
<PAGE>
         On August 16, 2004, we issued 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, to KLM Consulting for
$300,000 in cash, or $.08 per unit.

         On January 2, 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 March 29, 2005, we issued 1,333,333 units, which units consist of
1,333,333 shares of common stock and a warrant exercisable to purchase 666,667
shares of common stock at $0.35 per share on or before March 28, 2008, to Alpha
Capital Aktiengesellschaft for $200,000 in cash, or $.15 per unit.

         On July 2, 2005, we issued 400,000 shares of common stock to Lyons
Capital, LLC, for the performance of investor relations services.

         On October 5, 2005, we issued 220,000 shares of common stock to Thomas
Deutsch Law Corporation for the performance of legal services.

         In our opinion, the issuances and sales of the securities in the
transactions described below were exempt from registration under the Securities
Act of 1933 in reliance upon Section 4(2), Section 4(6) or Regulation D under
the Securities Act as a transaction by an issuer not involving any public
offering. Each of the subscribers represented its intention to acquire the
securities for investment only and not with a view toward, or for resale in
connection with, the public sale or any distribution of the securities, and
appropriate legends were included in the transaction documents and will be
affixed to the certificates. Each subscriber was furnished with or had access at
the SEC's EDGAR website to our periodic reports filed under the Securities
Exchange Act of 1934. Each subscriber also had the opportunity to ask questions
of and receive answers from our representatives. In addition, we furnished each
subscriber in writing such other information concerning our operations,
financial condition and other matters that the subscriber requested in writing
and each subscriber represented in writing that it considered all factors the
subscriber deemed material in deciding on the advisability of investing in the
securities. Each of the subscribers represented in writing that it is, and will
be at the time of the conversion of the notes or exercise of the class D
warrants, an "accredited investor," as that term is defined in Regulation D
under the Securities Act, is experienced in investments and business matters,
has made investments of a speculative nature and has purchased securities of
U.S. publicly-owned companies in private placements in the past and, with its
representatives, has such knowledge and experience in financial, tax and other
business matters as to enable the subscriber to utilize the information made
available by us to evaluate the merits and risks of and to make and informed
investment decision with respect to the purchase.


                                       22
<PAGE>
         On August 5, 2005, we issued to Alpha Capital Aktiengesellschaft,
Whalehaven Capital Fund Limited, CMS Capital and Osher Capital, Inc., 5% secured
convertible notes in the aggregate principal amount of $775,000, due August 5,
2006, convertible into a total of 4,786,765 shares of common stock at a fixed
conversion price of $0.17 per share, and class D warrants exercisable to
purchase a total of 4,558,824 shares of common stock at an exercise price of
$0.28 per share on or before August 5, 2009, for $775,000 in cash. As a result
of the reduction of the conversion price in the notes to $0.10 pursuant to the
agreement described below, the notes are convertible into a total of 7,750,000
shares of common stock as of the date of this report.

         On May 16, 2006, we issued 2,430,107 shares of common stock to Alpha
Capital, 516,129 shares of common stock to Whalehaven Capital Fund, 258,065
shares to CMS Capital and 129,032 shares to Osher Capital, pursuant to an
agreement under which the foregoing companies agreed to extend the maturity date
of their notes to November 5, 2006, for a total of 3,333,333 shares, to nullify
the default under the related transaction documents resulting from our failure
to file a registration statement covering certain shares of common stock and to
forgive the related liquidated damages. The agreement is described in detail
under Item 1. "Description of Business," (b) "Business Development."


Item 6.  Management's Discussion and Analysis or Plan of Operation

General

         Until early January of 2004, when we acquired a 97% interest in
Siranna, 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 Heilongjiang Province, China, for the
purpose of conducting gold and other mineral exploration and development in
China. The joint venture was organized in June of 2004 with the formation of
Helongjiang Savoy Minerals under the laws of China. Through the date of this
report, we have contributed $1,000,000, out of a total of $3,500,000 in capital
contributions required through December 31, 2006, to the joint venture. On April
23, 2005, we sold our 97% equity interest in Siranna to a former executive
officer and director who owns approximately 5.8% of our outstanding common
stock. On March 31, 2006, we entered into an agreement to sell our 40% equity
interest in Heilongjiang Savoy Minerals to an unrelated company. We have
received the initial $50,000 payment under the agreement and we will receive an
additional $200,000 at closing.

         On May 16, 2006, we entered into an agreement with Alpha Capital,
Whalehaven Capital Fund, CMS Capital and Osher Capital, which loaned us a total
of $775,000 in August 2005, as a result of our failure to file a registration
statement covering the shares of our common stock owned by Alpha Capital and
underlying the notes and warrants issued to the lenders in the transaction. The
agreement provides for us to make payments to the lenders, issue them additional
shares of common stock, reduce the note conversion price and cause our directors
to resign unless we meet certain milestones, among other things. The milestones
we agreed to meet are the following:


                                       23
<PAGE>
     o By May 22, 2006, we agreed to file our annual report on Form 10-KSB for
the year ended December 31, 2005.

     o By June 1, 2006, we agreed to set aside a total of $100,000 to be used to
prepare and file with the Commission the periodic reports required under the
Securities Exchange Act of 1934 and the registration statement covering the
shares of common stock owned by Alpha Capital and issuable upon conversion of
the lenders' notes and exercise of their warrants and the additional 3,333,333
shares to be issued to the lenders pursuant to the agreement.

     o By June 7, 2006, we agreed to pay a total of $150,000 to the lenders on a
pro rata basis.

     o By June 8, 2006, we agreed to issue and deliver 1,333,333 restricted
shares of our common stock to Alpha Capital and a total of 2,000,000 restricted
shares of common stock to the lenders on a pro rata basis.

     o By June 30, 2006, we agreed to file the registration statement covering
the shares of our common stock owned by Alpha Capital and to be issued to the
lenders pursuant to the agreement and underlying the lenders' notes and
warrants.

     o By July 31, 2006, we agreed to acquire a gold and/or oil property with an
asset value on our balance sheet of not less than $1,000,000.

     o By September 30, 2006, we agreed to cause the registration statement
covering Alpha Capital's shares of common stock, the shares of common stock
underlying the lenders' notes and warrants and the additional shares to be
issued to the lenders pursuant to the agreement, to be declared effective by the
Commission.

     o By November 5, 2006, we agreed to repay the lenders' notes to the extent
that they have not been converted.

In addition to our agreement to meet the milestones described above or cause our
directors to resign, except in the event that the Commission fails to declare
the registration statement effective by September 30, 2006, in which case our
board of directors is not required to resign unless the Commission fails to
declare the registration statement effective by November 15, 2006, we agreed to
reduce the stock conversion price in the lenders' notes from $0.17 to $0.10. As
consideration for our agreement to take the actions described above or cause our
directors to resign, the lenders agreed to extend the maturity date of the notes
through November 5, 2006, and that we are no longer in default on the notes, and
to forgive the amount of liquidated damages accrued, as a result of our failure
to file the registration statement covering their shares. However, we agreed
that, should we fail to meet any of the milestones agreed to with the lenders,
the amount of liquidated damages forgiven by the lenders pursuant to the
agreement would be reinstated.


                                       24
<PAGE>
         Since negotiating the agreement to sell our interest in the China joint
venture and the above-described agreement with our lenders, we have focused our
efforts upon other mineral prospects, including a Canadian gold prospect, a
copper and cobalt leaching prospect in South Africa and other potential gold and
other mineral prospects in China. Management is in advanced negotiations with a
closely-held, Canadian company to acquire a property with proven placer gold
reserves of at least $1,000,000 located in the Yukon Territory in northwestern
Canada. We expect to consummate the purchase, which would involve no cash
outlay, prior to July 31, 2006, as required under the terms of the agreement
with our lenders. If we succeed in acquiring the property by July 31, 2006, we
believe that it would be possible to commence production of gold as early as
this fall because of the existence of a certain amount of infrastructure. We
anticipate that we will need at least $1,000,000 to consummate the proposed
acquisition of an equity interest in the South African copper and cobalt
leaching prospect under consideration.

     If we are able to satisfy the terms and conditions of the agreement with
the lenders described above such that our current board of directors continues
in office, the likelihood of our success will depend upon our ability:

     o to consummate the acquisition of the placer gold prospect located in the
Yukon Territory of Canada or a comparable mineral prospect by July 31, 2006;

     o to raise additional capital from equity and/or debt financing needed to
commence gold production on the Canadian prospect or to acquire a comparable
prospect by July 31, 2006, and commence production as soon as practicable; and

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

     In that event, we cannot be certain that:

     o we will succeed in acquiring the Canadian placer gold or a comparable
mineral prospect by July 31, 2006, or meeting the other milestones agreed to
with the lenders;

     o we will raise sufficient funding to meet the demand for required capital
for acquisitions, mining operations and/or operating expenses;

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

     o any of our prospective mining projects will result in the production of
gold or other minerals on a commercial scale.


                                       25
<PAGE>
If we fail to meet the milestones described in the May 16, 2006, agreement with
our lenders, our existing board of directors will resign and the lenders will
replace our directors with directors of their choice. If this occurs, our
current directors will have no further control over Savoy Resources and the new
board of directors will manage our business operations commencing on the date of
our default under the agreement.

Plan of Operation

         We are presently seeking to raise $2,000,000 in funds over the next
seven months in order to meet the milestones described in the agreement dated
May 16, 2006, with the lenders, including acquiring the Canadian placer gold
prospect under consideration or a comparable property with an asset value of
$1,000,000 by July 31, 2006, to acquire an equity interest in the South African
leaching prospect and to cover our operating expenses.

         We realized a net loss of $(4,784,712) for the year ended December 31,
2005, and a net loss of $(2,263,122) for the year ended 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 and generating
profits from these operations. Certain of the significant expenses that we
incurred during the 2005 fiscal year include the following:

     o    general and administrative expenses totaling $908,683;

     o    stock-based compensation of $1,779,710;

     o    mineral property exploration and development costs totaling $700,001;

     o    expense of $618,023 to settle case number 04CV4894, which is described
          in this prospectus under "Business - Legal Proceedings," through the
          issuance of common stock;

     o    loss on the sale of Siranna of $334,719;

     o    non-cash interest expense of $322,917; and

     o    write-off of fixed assets and advances receivable of $120,459.

General and administrative expenses decreased approximately 50.1%, from
$1,840,282 for the 2004 fiscal year to $908,603 for the 2005 fiscal year.
Stock-based compensation increased by approximately 3,523%, from $50,500 for
fiscal 2004 to $1,779,110 for fiscal 2005. Mineral property exploration and
development costs increased to $700,001 from $326,581, an increase of
approximately 214%, for fiscal 2005 as compared to fiscal 2004.

Cash Requirements

                                       26
<PAGE>
         We are seeking to raise a total of an additional $2,000,000 via equity
and/or debt financing during the year ending December 31, 2006, which, if
received, would be allocated to provide funding for the commencement of gold
mining operations on the placer gold property in Canada's Yukon Territory that
we intend to acquire by July 31, 2006, to acquire an interest in the copper and
cobalt leaching prospect in South Africa under consideration and to meet our
existing operating requirements. 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.

Capital Resources

         We presently have very limited working capital. Since January of 2004,
we have been funded with $930,000 received from the exercise of stock options to
purchase 27,900,000 shares of common stock, $1,280,000 received from the sale of
units, including 11,083,333 shares of common stock and warrants exercisable to
purchase 20,816,667 shares of common stock, $775,000 in secured loans, due
August 5, 2006, convertible into 7,750,000 shares of common stock, $50,000
received from the sale of our equity interest in the China joint venture and
$75,000 received from the sale of 5,000,000 shares. Unless we realize $2,000,000
from the exercise of outstanding warrants or loans, the funds received will not
be sufficient to enable us to commence production on the placer gold prospect we
intend to acquire in Canada, to finance the acquisition of the South African
leaching prospect and to 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 acquiring the Canadian placer gold property and
obtaining the funding necessary to purchase an interest in the South African
leaching prospect and establish commercial mining operations on either or both
properties, 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 7.           Financial Statements

         The Financial Statements of Savoy Resources, the Notes to the Financial
Statements and the Report of Independent Registered Public Accountants of Stark
Winter Schenkein & Co., LLP, independent registered public accountants, required
by this Item 7 commence on page F-1 and are incorporated in this report by this
reference. The Financial Statements filed as part of this report are listed in
the Index to Financial Statements below:

                                                                            Page

Report of Independent Registered Public Accounting Firm.............         F-2

Report of Independent Registered Public Accounting Firm.............         F-3

Balance Sheet as of December 31, 2005...............................         F-4

Statements of Operations for the years ended December 31, 2005, and 2004, and
  for the period from inception (September 24, 2002)
  to December 31, 2005..............................................         F-5

Statements of Cash Flows for the years ended December 31, 2005, and 2004, and
  for the period from inception (September 24, 2002) to
  December 31, 2005.................................................         F-6

Statement of Changes in Stockholders' (Deficit)
  for the period from inception (September 24,
  2002) to December 31, 2005........................................         F-7

Notes to Financial Statements....................................... F-7 to F-20


                                       27
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors
Savoy Resources Corp.

We have audited the accompanying consolidated balance sheet of Savoy Resources
Corp. (an exploration stage company) as of December 31, 2005, and the related
statements of operations, changes in stockholders' (deficit), and cash flows for
the year ended December 31, 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provide
a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered significant losses from
operations. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to this matter are
also discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Savoy Resources Corp. (a
exploration stage company) as of December 31, 2005, and the results of its
operations, and its cash flows for the year ended December 31, 2005, in
conformity with accounting principles generally accepted in the United States of
America.


Stark Winter Schenkein & Co., LLP


/s/ Stark Winter Schenkein & Co., LLP
-------------------------------------

Denver, Colorado
May 22, 2006

                                      F-2




<TABLE>
<CAPTION>

<S>                     <C>            <C>                       <C>      <C>                <C>
                                                       Partnership of:
        DALE MATHESON   Vancouver      Robert J. Burlart Inc.    James F. Carr-Hilton, Ltd  Alvin F. Dale, Ltd.
  CARR-HILTON LABONTE                  Peter J. Donaldson, Inc.  Reginald J. Labonte, Ltd.
_____________________                  Robert J. Matheson, Inc
CHARTERED ACCOUNTANTS   Surrey         Peter J. Donaldson, Inc.  Fraser G. Ross, Ltd.
                        Port Caquitlam Wilfred A. Jacobson, Inc  Brian A. Shaw   Anthony L. Soda, Inc.
                                       Fraser G. Ross, Ltd.
</TABLE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------
To the Stockholders and Board of Directors of Savoy Resources Corp. (formerly
Savoy Capital Investments, Inc.)
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Savoy Resources
Corp. (formerly Savoy Capital Investments, Inc.) (An Exploration Stage Company)
as of December 31, 2004 and the related consolidated statements of operations,
cash flows and stockholders' equity for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company, as of December 31,
2004, and the results of its operations and its cash flows and the changes in
stockholders' equity for the year then ended, in conformity with generally
accepted accounting principles used in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, to date the Company has not generated any significant
revenues from operations, has incurred substantial losses to date and requires
additional funds to meet its obligations and fund the costs of its operations.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in this regard are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                             "Dale Matheson Carr-Hilton LaBonte"


                                          /s/ Dale Matheson Carr-Hilton LaBonte
                                          -------------------------------------
                                                          CHARTERED ACCOUNTANTS

Vancouver, Canada
May 16, 2005


Vancouver     Suite 1700-1140 West Pender Street, Vancouver, B.C. Canada V6E 4G1
              Tel:  604 687 4747 * Fax 604 687 4216
              Suite 1300-1140 West Pender Street, Regulatory and Tax Practices
              Office * Tel: 604-687-4747 * Fax: 604-689-2778
Port
Coquitlam     P.O. Box 217, 2232D Elgin Avenue, Port Coquitlam, B.C., Canada
              V3C 3V7, Tel:  604-941-8266 * Fax 604-941-0971

Surrey        Suite 303-7337 137th Street, Surrey, B.C. Canada V3W 1A4,
              Tel:  604-572-4586 *Fax 604-572-4587


                                      F-2


<PAGE>

                              Savoy Resources Corp.
                          (A Exploration Stage Company)
                                  Balance Sheet
                               December 31, 2005


                                     Assets

Cash and cash equivalents                                           $     4,840
                                                                    -----------
        Total current assets                                        $     4,840
                                                                    ===========


                      Liabilities & Stockholders' (Deficit)

Current Liabilities
     Accounts payable                                               $   376,165
     Accrued interest                                                    15,633
     Related party payable                                              237,269
     Advance payable                                                     34,285
     Convertible notes payable, net of debt discount                    322,917
                                                                    -----------
        Total current liabilities                                       986,269
                                                                    -----------


Stockholders' (Deficit)
     Preferred stock, $0.001 par value; 10,000,000 shares
        authorized; no shares issued and outstanding                         --
     Common stock, $0.001 par value; 100,000,000 shares
        authorized; 61,515,267 shares issued and outstanding             61,515
     Additional paid-in capital                                       5,805,597
     Warrants                                                           140,000
     Stock subscriptions                                                100,000
     (Deficit) accumulated in the development stage                  (7,088,541)
                                                                    -----------
                                                                       (981,429)
                                                                    -----------

                                                                    $     4,840
                                                                    ===========


See the accompanying notes to the financial statements.


                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                              Savoy Resources Corp.
                          (A Exploration Stage Company)
                            Statements of Operations
              Years Ended December 31, 2004 and 2005 and the Period
              September 24, 2002 (Inception) to December 31, 2005


                                                                                        Inception
                                                           2004            2005          to Date
                                                      ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>
Revenues                                              $         --    $         --    $         --
                                                      ------------    ------------    ------------

Expenses
  General and administrative                             1,840,282         908,683       2,789,672
  General and administrative: stock-based compensation      50,500       1,779,110       1,829,610
  Mineral property exploration and development             326,581         700,001       1,026,582
                                                      ------------    ------------    ------------
                                                         2,217,363       3,387,794       5,645,864
                                                      ------------    ------------    ------------

(Loss) from operations                                  (2,217,363)     (3,387,794)     (5,645,864)
                                                      ------------    ------------    ------------

Other Income (Expenses)
  Write-off of joint venture                               (45,759)             --         (45,759)
  Write-off of fixed assets and advances receivable             --        (120,459)       (120,459)
  Loss on disposal of subsidiary, Siranna                       --        (334,719)       (334,719)
  Gain on settlement of account payable                         --          14,833          14,833
  Legal settlement                                              --        (618,023)       (618,023)
  Non-cash interest expense                                     --        (322,917)       (322,917)
  Interest expense                                              --         (15,633)        (15,633)
                                                      ------------    ------------    ------------
                                                           (45,759)     (1,367,998)     (1,413,757)
                                                      ------------    ------------    ------------

Net (loss)                                            $ (2,263,122)   $ (4,784,712)   $ (7,088,541)
                                                      ============    ============    ============

Weighted average number of
  common shares outstanding                             61,546,274      62,614,417

Basic and diluted net (loss) per share                $      (0.04)   $      (0.08)
                                                      ============    ============
</TABLE>


See the accompanying notes to the financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                              Savoy Resources Corp.
                          (A Exploration Stage Company)
                Statement of Changes in Stockholders' (Deficit)
               September 24, 2002 (Inception) to December 31, 2005


                                                                                                          (Deficit)
                                                                                                         Accumulated
                                          Common Stock        Additional Subscrip-   Stock                 in the
                                       ---------------------   Paid In     tion     Subscrip-            Exploration
                                          Number      Amount   Capital  Receivable   tions     Warrants     Stage         Total
                                       ---------------------  --------- ---------- ----------  --------- ------------  -----------
<S>                                          <C>  <C>         <C>        <C>       <C>         <C>        <C>          <C>
Issuance of common stock for cash
  at $1.80 per share -
  September 24, 2002                         200  $      360  $       -  $      -  $        -  $       -  $         -  $      360
Net loss, period ended
  December 31, 2002                            -           -          -         -           -          -         (359)       (359)
                                       ---------  ----------  ---------  --------  ----------  ---------  -----------  ----------
Balance, December 31, 2002                   200         360          -         -           -          -         (359)          1

Net loss, year ended December 31, 2003         -           -          -         -           -          -            -           -
                                       ---------  ----------  ---------  --------  ----------  ---------  -----------  ----------
Balance, December 31, 2003                   200         360          -         -           -          -         (359)          1

Savoy Resources Corp. balance,
  January 18, 2004                    37,770,000      37,770      7,420         -           -          -      (48,128)     (2,938)

Reverse acquisition recapitalization
  adjustment                                (200)       (360)    (7,420)        -           -          -        7,780           -
                                       ---------  ----------  ---------  --------  ----------  ---------  -----------  ----------
Balance, post reverse acquisition     37,770,000      37,770          -         -           -          -      (40,707)     (2,937)
Issued for cash on exercise of stock
  options - January 19 through
  Apr 29, 2004                        27,600,000      27,600    892,400         -           -          -            -     920,000
Issued for services on exercise of
  stock options - April 1, 2004          300,000         300      9,700         -           -          -            -      10,000
Issued for services - August 1, 2004     750,000         750    149,250         -           -          -            -     150,000
Issued for cash on private placement -
  August 16, 2004                      3,750,000       3,750    266,250         -           -     30,000            -     300,000
Issued for cash on private placement -
  November 12, 2004                    5,000,000       5,000    505,000   (265,000)         -     60,000            -     305,000
Subscriptions received                         -           -          -         -     100,000          -            -     100,000
Stock-based compensation                       -           -     50,500         -           -          -            -      50,500
Net loss, year ended December 31, 2004         -           -          -         -           -          -   (2,263,122) (2,263,122)
                                       ---------  ----------  ---------  --------  ----------  ---------  -----------  ----------
Balance, December 31, 2004            75,170,000      75,170 1 ,873,100  (265,000)    100,000     90,000   (2,303,829)   (430,559)

Shares returned, cancelled           (32,665,250)    (32,665)    32,665         -           -          -            -           -
Issued for cash at $0.15, net of
  $60,000 finder's fee                 3,333,333       3,333    370,667    16,000           -     50,000            -     440,000
Issued for service and payables
  at $0.17                             3,500,000       3,500    591,500         -           -          -            -     595,000
Share subscriptions received                   -           -          -   133,000           -          -            -     133,000
Shares for settlement at $0.17           257,184         257     44,321         -           -          -            -      44,578
Sale of subsidiary, Siranna                    -           -    321,864    16,000           -          -                  337,864
Shares issued for directors' fees
  ar $0.24                             4,000,000       4,000    956,000         -           -          -            -     960,000
Shares issued for settlement payable
  at $0.15                             4,000,000       4,000    596,000         -           -          -            -     600,000
Shares issued for services at $0.20      400,000         400     79,600         -           -          -            -      80,000
Shares issued for cash at $0.10        1,200,000       1,200     18,800   100,000           -          -            -     120,000
Debt discount                                  -           -    775,000         -           -          -            -     775,000
Shares issued for payable at $0.17       220,000         220     37,180         -           -          -            -      37,400
Shares issued for services at $0.21      100,000         100     20,900         -           -          -            -      21,000
Shares issued for services at $0.045   2,000,000       2,000     88,000         -           -          -            -      90,000
Net loss, year ended December 31, 2005         -           -          -         -           -          -   (4,784,712) (4,784,712)
                                      ----------  ----------  ---------  --------  ----------  ---------  -----------  ----------

Balance, December 31, 2005            61,515,267  $   61,515 $5,805,597  $      -  $  100,000  $ 140,000  $(7,088,541) $ (981,429)
                                      ==========  ========== ==========  ========  ==========  =========  ===========  ==========
</TABLE>


See the accompanying notes to the financial statements.

                                      F-5


<PAGE>

<TABLE>
<CAPTION>
                              Savoy Resources Corp.
                          (A Exploration Stage Company)
                            Statements of Cash Flows
              Years Ended December 31, 2004 and 2005 and the Period
              September 24, 2002 (Inception) to December 31, 2005

                                                                                                Inception
                                                                    2004           2005          to Date
                                                                -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)                                                      $(2,263,122)   $(4,784,712)   $(7,088,541)
Adjustments to reconcile net (loss) to net cash
  (used in) operating activities
    Depreciation                                                      7,265          2,325          9,590
    Non-cash stock compensation                                      50,500      1,779,110      1,829,610
    Write-off of joint venture                                       45,759             --         45,759
    Write-off of fixed assets and advances receivable                    --        120,459        120,459
    Mineral property exploration and development costs              299,999        700,001      1,000,000
    Non-cash professional fees                                      160,000             --        160,000
    Non-cash interest expense                                            --        420,333        420,333
    Loss on disposal of subsidiary, Siranna                              --        334,719        334,719
    Legal settlement                                                     --        618,023        618,023
                                                                -----------    -----------    -----------
Changes in working capital items:
    Advances receivable                                             (81,138)            --        (81,138)
    Accrued interest                                                     --         15,633         15,633
    Accounts payable and accrued liabilities                        394,778        (21,470)       413,656
                                                                -----------    -----------    -----------

NET CASH (USED IN) OPERATING ACTIVITIES                          (1,385,959)      (815,579)    (2,201,897)
                                                                -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in reverse acquisition of Savoy                           169             --            169
Advances to joint venture                                           (45,759)            --        (45,759)
Advances to Heilongjiang Joint Venture                             (300,000)      (700,000)    (1,000,000)
Mineral properties                                                       --             --             (1)
Purchase of equipment                                               (46,586)            --        (46,586)
                                                                -----------    -----------    -----------

NET CASH (USED IN) INVESTING ACTIVITIES                            (392,176)      (700,000)    (1,092,177)
                                                                -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft                                                        1,710         (1,710)            --
Common stock issued for cash and stock subscriptions received     1,625,000        627,000      2,252,360
Related party advances                                              117,140        120,129        237,269
Convertible note                                                         --        775,000        775,000
Loan payable                                                         34,285             --         34,285
                                                                -----------    -----------    -----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         1,778,135      1,520,419      3,298,914
                                                                -----------    -----------    -----------

INCREASE IN CASH                                                         --          4,840          4,480

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

CASH, END OF THE PERIOD                                         $        --    $     4,480    $     4,480
                                                                ===========    ===========    ===========


SUPPLEMENTAL DISCLOSURES:
  Interest paid                                                 $        --    $        --    $        --
                                                                ===========    ===========    ===========
  Income taxes paid                                             $        --    $        --    $        --
                                                                ===========    ===========    ===========
</TABLE>


See the accompanying notes to the financial statements.


                                      F-6


<PAGE>


SAVOY RESOURCES CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 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.

On April 23, 2005, Savoy sold its 97% equity interest in Siranna to Mr. Robert
Slavik, a former officer and director who owns approximately 5.8% of the
Company's common stock, in consideration for his cancellation and return to
treasury of 19,000,000 shares from his position of 21,000,000 shares of Savoy.
As part of this agreement, Savoy agreed to issue 2,000,000 new shares of common
stock to Slavik. The shares retained by Mr. Slavik and the newly-issued shares
will be restricted pursuant to Rule 144 of the General Rules and Regulations
under the Securities Act of 1933. During the period ended June 30, 2005, the
Company recorded a loss on the sale of Siranna of $334,719.

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 (See 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.

The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.



                                      F-7

<PAGE>
The Company is pursuing equity financing for its operations. Failure to secure
such financing or to raise additional capital or borrow additional funds may
result in the Company depleting its available funds and not being able pay its
obligations.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The Company presented its financial statements on a consolidated basis through
April 23, 2005, the date that it sold its 97% interest in Societe Siranna
S.A.R.L. ("Siranna"). The Company also has a 40% interest in a joint venture
with the First Institute of Geology and Exploration of Heilongjiang Province,
China which is recorded as an equity investment, for which all contributions are
expensed as mineral exploration and development costs, thus the investment is
carried at $0 as of December 31, 2005.

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 or mineral property joint venture interests. On March 31, 2006, the
Company entered into an agreement to sell its equity interest in the joint
venture with the First Institute of Heilongjiang Province, China, which has not
yet closed. 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. As at December 31, 2005, any potential costs relating to the disposition
of the Company's mineral property interests have been determined based upon
these standards, due to the early stage of the project and the pending sale of
the 40% joint ventrure interest.

Loss Per Share
The fair value of the Company's financial assets (cash) and financial
liabilities (related party payable, advance payable and convertible note
payable) 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.

Financial Instruments
The fair value of the Company's financial assets (cash) and financial
liabilities (related party payable, advance payable and convertible note
payable) 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
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. 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. goods or services from other than
employees in accordance with SFAS No.123.

                                       F-8
<PAGE>
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.

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 Statement of Financial Accounting Standards 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.

Debt With Detachable Warrants And/Or Beneficial Conversion Feature

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

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

                                       F-9
<PAGE>
Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, "Inventory Costs." This Statement amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling costs, and wasted material (spoilage).
In addition, this Statement requires that allocation of fixed production
overhead to the costs of conversion be based on the normal capacity of the
production facilities. The provisions of this Statement will be effective for
the Company beginning with its fiscal year ending December 31, 2006. The Company
is currently evaluating the impact this new Standard will have on its
operations, but believes that it will not have a material impact on the
Company's financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153, "Exchanges of Non monetary Assets -
an amendment of APB Opinion No. 29." This Statement amended APB Opinion 29 to
eliminate the exception for non monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non monetary assets
that do not have commercial substance. A non monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The adoption of this Standard is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004), "Share-Based
Payment." This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 123, "Accounting for
Stock-Based Compensation," and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees." The provisions of this Statement will be effective
for the Company beginning with its fiscal year ending December 31, 2006. The
Company is currently evaluating the impact this new Standard will have on its
financial position, results of operations or cash flows.

In March 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No.107 (SAB 107) which provides guidance regarding the
interaction of SFAS 123(R) and certain SEC rules and regulations. The new
guidance includes the SEC's view on the valuation of share-based payment
arrangements for public companies and may simplify some of SFAS 123(R)'s
implementation challenges for registrants and enhance the information investors
receive.

In March 2005, the FASB issued FIN 47, "Accounting for Conditional Asset
Retirement Obligations," which clarifies that the term 'conditional asset
retirement obligation' as used in SFAS 143 "Accounting for Asset Retirement
Obligations," which refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the entity. FIN 47
requires an entity to recognize a liability for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably estimated. FIN
47 is effective no later than the end of the fiscal year ending after December
15, 2005. The Company does not believe that FIN 47 will have a material impact
on its financial position or results from operations.

In August 2005, the FASB issued SFAS 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principles and to changes required by an accounting pronouncement if the
pronouncement does not include specific transition provisions, and it changes
the requirements for accounting for and reporting them. Unless it is
impractical, the statement requires retrospective application of the changes to
prior periods' financial statements. This statement is effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005. The Company does not believe that SFAS 154 will have a material impact
on its financial position or results from operations

In March 2006, Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 156, "Accounting for Servicing of
Financial Assets an amendment of FASB Statement No. 140," with respect to the
accounting for separately recognized servicing assets and servicing liabilities.
This Statement:

1.   Requires an entity to recognize a servicing asset or servicing liability
     each time it undertakes an obligation to service a financial asset by
     entering into a servicing contract in certain situations.
2.   Requires all separately recognized servicing assets and servicing
     liabilities to be initially measured at fair value, if practicable.
3.   Permits an entity to choose either the amortization method or the fair
     value measurement method for each class of separately recognized servicing
     assets and servicing liabilities.
4.   At its initial adoption, permits a one-time reclassification of
     available-for-sale securities to trading securities by entities with
     recognized servicing rights, without calling into question the treatment of
     other available-for-sale securities under SFAS No. 115, provided that the
     available-for-sale securities are identified in some manner as offsetting
     the entity's exposure to changes in fair value of servicing assets or
     servicing liabilities that a servicer elects to subsequently measure at
     fair value.
5.   Requires separate presentation of servicing assets and servicing
     liabilities subsequently measured at fair value in the statement of
     financial position and additional disclosures for all separately recognized
     servicing assets and servicing liabilities.

Adoption of this Statement is required as of the beginning of the first fiscal
year that begins after January 15, 2006. The adoption of this statement is not
expected to have a material impact on the Company's financial statements.

In February 2006, the FASB issues SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments an amendment of FASB Statements No. 133 and 140." This
amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," and No. 140, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." This Statement resolves issues
addressed in SFAS No. 133 Implementation Issue No. D1, "Application of Statement
133 to Beneficial Interests in Securitized Financial Assets."

This Statement:

a.   Permits fair value remeasurement for any hybrid financial instrument that
     contains an embedded derivative that otherwise would require bifurcation
b.   Clarifies which interest-only strips and principal-only strips are not
     subject to the requirements of SFAS No. 133
c.   Establishes a requirement to evaluate interests in securitized financial
     assets to identify interests that are freestanding derivatives or that are
     hybrid financial instruments that contain an embedded derivative requiring
     bifurcation
d.   Clarifies that concentrations of credit risk in the form of subordination
     are not embedded derivatives
e.   Amends SFAS No. 140 to eliminate the prohibition on a qualifying
     special-purpose entity from holding a derivative financial instrument that
     pertains to a beneficial interest other than another derivative financial
     instrument.

This Statement is effective for all financial instruments acquired or issued
after the first fiscal year that begins after January 15, 2006.

The fair value election provided for in paragraph 4(c) of this Statement may
also be applied upon adoption of this Statement for hybrid financial instruments
that had been bifurcated under paragraph 12 of SFAS No. 133 prior to the
adoption of this Statement. Earlier adoption is permitted as of the beginning of
our fiscal year, provided we have not yet issued financial statements, including
financial statements for any interim period, for that fiscal year. Provisions of
this Statement may be applied to instruments that we hold at the date of
adoption on an instrument-by-instrument basis.

The Company is currently reviewing the effects of adoption of this statement but
it is not expected to have a material impact on its financial statements.

NOTE 3 - 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.

                                      F-10
<PAGE>
 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.

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.

On April 23, 2005, Savoy sold its 97% equity interest in Siranna to Mr. Robert
Slavik, a former officer and director who owns approximately 5.8% of the
Company's common stock, in consideration for his cancellation and return to
treasury of 19,000,000 shares from his position of 21,000,000 shares of Savoy.
As part of this agreement, Savoy agreed to issue 2,000,000 new shares of common
stock to Slavik. The shares retained by Mr. Slavik and the newly-issued shares
are restricted pursuant to Rule 144 of the General Rules and Regulations under
the Securities Act of 1933. During the year ended December 31, 2005, the Company
recorded a loss on the sale of Siranna of $334,719. The loss consists of the
write off of the investment in Siranna of $22,500, advance to Siranna of
$244,000 and the accumulated losses of Siranna of $68,219.


NOTE 4 - 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.

                                      F-11
<PAGE>
On April 23, 2005, Savoy sold its 97% equity interest in Siranna to Mr. Robert
Slavik, a former officer and director who owns approximately 5.8% 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.


NOTE 5 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2004, the Company entered into one-year
service agreements with current and former directors, an officer of the Company,
and a director of Siranna. The Company has incurred a total of $152,574
including bonuses to these parties under these agreements.

Directors' fees totaling $20,000 were incurred in the year ended December 31,
2004. In addition certain Directors incurred expenses and management fees
totaling $316,487 of which $141,096 was incurred by Siranna. At December 31,
2004 $117,140 was owed to directors of which $14,187 was owed by Siranna. The
amounts are non-interest bearing and have no stated repayment terms.

During the year ended December 31, 2004, amounts totaling $81,138 were advanced
to former directors. This amount has been recorded as advances receivable
December 31, 2004 and was offset in 2005 through the recovery and cancellation
of common shares pursuant to the settlement agreement as detailed in Note 11.

During the year ended December 31, 2005, the Company incurred a total of
$126,000 (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 $16,500 were incurred in the year ended December 31,
2005 to directors and a former director. In addition certain directors incurred
advisory board fees and expenses totaling $165,900 (2004: nil). At December 31,
2005 $237,269 (December 31, 2004: $117,140) is owing to these parties. 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 December 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 was offset in the second quarter of 2005
through the recovery and cancellation of common shares pursuant to the
settlement agreement as detailed in Note 11.

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 Notes 4 and 11.

In conjunction with the Hampton litigation discussed in Note 11, 12,665,250
shares of common stock were returned to the Company and cancelled.

During the year ended December 31, 2005, the Company incurred directors fees of
$19,500 and consulting fees to Directors and former directors of $68,583. In
addition, $143,301 is due to related parties at December 31, 2005, for operating
advances and expenses paid on behalf of the Company. All the amounts are
non-interest bearing and have no stated repayment terms.


                                      F-12
<PAGE>
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 for
Chinese-Foreign Cooperative Joint Ventures. The HJV was formed in July 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
People's Republic of China ("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.
To date, we have contributed to the joint venture $1,000,000 of a total of
$3,500,000 in capital contributions required through December 31, 2006, under
the joint venture agreement with the First Institute. On March 31, 2006, we
entered into an agreement to sell our 40% equity interest in the HJV to an
unrelated company.  We have received the initial $50,000 payment under the
agreement and we will receive an additional $200,000 at closing.


NOTE 7- WRITE OFF OF JOINT VENTURE

Effective January 22, 2004, the Company entered into a joint venture under the
laws of British Columbia for the purpose of identifying, acquiring and exploring
prospective resource opportunities in PRC. Participation in the joint venture
was to have been 50% by the Company and 50% by its joint venture partners,
subject to adjustments for any future disproportionate funding. The decisions of
the joint venture were to have been majority based on each partners'
participation interest. The Company contributed $45,759, representing a 50%
interest, which was written off at December 31, 2004, as the Company did not
proceed with this opportunity.


NOTE 8 - CAPITAL STOCK

The Company is authorized to issue up to 100,000,000 common shares with a par
value of $0.001. 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>
                                                       Preferred
                                    Common Stock         Stock     Paid-in     Additional
                                 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>

During the year ended December 31, 2002, Siranna received proceeds of $360 on
the issuance of 200 shares at a price of $1.80 per share.

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.


                                      F-13
<PAGE>
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. 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 December 31, 2004 Savoy had received $335,000 in cash and a
subscription receivable of $265,000 was outstanding. Subsequent to December 31,
2004, a further $145,000 was received, and an amount of $120,000 of the private
placement was cancelled resulting in the cancellation of 1,000,000 common stock.

On February 8, 2005, this private placement was amended in consideration of EIB
Capital Corp. 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: 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 4,000,000 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 one share of common stock for $0.20.

The Company announced, on January 2, 2005, and completed, on January 20, 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. Finders
fee of $36,000 was paid on the transaction.

On February 28, 2005, Savoy issued a total of 3,500,000 shares of common stock
valued at an aggregate of $595,000 to two individuals for services. Refer to
Note 12.

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 AAktiengesellschaft 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. Finders fee of $24,000 was
paid on this transaction.

On April 23, 2005, an officer and director of Savoy 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 12. The Company issued 150,000 shares of common stock in settlement of
a consulting arrangement. The shares were valued at $0.19 per share the fair
market value on the date of the settlement.


                                      F-14
<PAGE>
In conjunction with the Hampton litigation discussed in Note 11, 12,,665,250
shares of common stock were returned to the Company and cancelled.

The Company agreed to issue 107,184 shares of common stock in conjunction with
the settlement of the WSIR litigation, see Note 11. 150,000 shares of common
stock was issued to VAR Growth Fund for settlement of a payable based on the
$0.17 market price of the stock on the date of the agreement. 100,000 shares of
stock was issued in connection with consulting services valued at $0.21 per
share based on the market price of the stock on the date of the agreement.

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

The Company issued 4,000,000 shares valued at $0.15 per share into escrow in
compliance with the Hampton litigation (see Note 11.)

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

On August 5, 2005, we issued to Alpha Capital Aktiengesellschaft, Whalehaven
Capital Fund Limited, CMS Capital and Osher Capital, Inc., 5% secured
convertible notes in the aggregate principal amount of $775,000, due August 5,
2006, convertible into a total of 4,786,765 shares of common stock at a fixed
conversion price of $0.17 per share, and class D warrants exercisable to
purchase a total of 4,558,824 shares of common stock at an exercise price of
$0.28 per share on or before August 5, 2009, for $775,000 in cash. As a result
of a subsequent reduction of the conversion price in the notes to $0.10, the
notes are convertible into a total of 7,750,000 shares of common stock.

On October 5, 2005, we issued 220,000 shares of common stock to Thomas Deutsch
Law Corporation for the performance of legal services valued at $37,400 or $0.17
per share.

On April 29, 2006, we issued 1,000,000 restricted shares of our common stock to
each of Tianjin Chinaquantum Investment and Trade and Pagentry Place
Investments, for a total of 2,000,000 shares, for expenses incurred for the
benefit of the Corporation through December 31, 2005, estimated to be $45,000 in
each case.

In August 2005, the Company received $120,000 from EIB Capital, for 1,200,000
shares of common stock.


Share Purchase Warrants
The Company's share purchase warrant activity is as follows:
                                                               Weighted Average
                                Number of    Weighted Average      Remaining
                                warrants     Exercise Price    Contractual Life
                               ------------------------------------------------

Balance, December 31, 2003             --   $           --
    Issued during the year     13,750,000             0.20      2.36 years
 Exercised during the year             --               --
   Expired during the year             --               --
                               ------------------------------------------------

Balance, December 31, 2004     13,750,000   $         0.20      2.50 years

    Issued during the year     12,945,491             0.20      3.6 years
 Exercised during the year             --               --
   Expired during the year             --               --

Balance, December 31, 2005     26,695,491   $         0.20      2.50 years




                                      F-15
<PAGE>
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 $100,000.

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.

On August 4, 2005, the Company granted 500,000 options to a director with an
exercise price of $0.02 per share, with immediate vesting and a expiration date
of August 3, 2008. Using the Black Scholes method and the following variables,
expected volatility 97.5%, stock price on date of grant, $0.24, no expected
dividends and a risk free rate of 5.0%, the value of the grant is $0.22 per
share. The pro-forma effect would increase the net loss of the Company by
$110,000 $(4,894,712) for the year ended December 31, 2005.

On January 1, 2006, the Company granted an option exercisable to purchase
1,000,000 shares of our common stock at $0.08 per share on or before January 1,
2009, to each of Inteco Holdings, a company owned by its President, Tianjin
Chinaquantum Investment and Trade, a company owned by a director, and Pagentry
Place Investments, a company owned by a consultant, as an incentive to enter
into consulting agreements with the Company and an option exercisable to
purchase 500,000 shares at $0.08 per share on or before January 1, 2009, to each
of Coldway, a company owned by a former director, and Mr. Warden, a director,
for a total of 4,000,000 shares.

                                      F-16
<PAGE>
The Company's stock option activity is as follows:

                                             Weighted Average  Weighted Average
                                 Number of       Exercise         Remaining
                                  options         Price        Contractual Life
                                -----------------------------------------------

Balance, December 31, 2003               --    $          --
   Granted during the year       28,300,000             0.04       2.88 years
 Forfeited during the year               --               --
 Exercised during the year      (27,900,000)            0.033
 Cancelled during the year               --
                                -----------------------------------------------
Balance, December 31, 2004          400,000             0.47       1.47 years
   Granted during the year          500,000             0.02       2.67 years
 Forfeited during the year               --               --
 Exercised during the year
 Cancelled during the year         (400,000)              --

Balance, December 31, 2005          500,000             0.02      2.67 years
                                ===============================================


NOTE 9 - COMMITMENTS

In order to fund the gold and mineral exploration and development operations in
China, the Company is required to contribute an additional $3,000,000 to the HJV
by December 31, 2006, as described in Note 6. On March 31, 2006, we entered into
an agreement to sell our 40% joint venture interest in the HJV to an unrelated
company.


NOTE 10 - INCOME TAXES

The Company has incurred operating losses from inception to December 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 11 - 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-17
<PAGE>
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 sought to recover damages for
alleged unpaid marketing consulting services of $28,221. On July 5, 2005, the
Company entered into the court-approved Settlement Agreement with the plaintiff
pursuant to which it paid the sum of $10,000 in cash and issued 107,184
restricted shares of common stock to the plaintiff. Additionally, the Company
agreed to register the shares of common stock by filing a registration statement
with the U.S. Securities and Exchange Commission not later than 90 days from the
date of the Settlement Agreement.


NOTE 12 - CONVERTIBLE NOTES

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

On May 16, 2006, as a result of the Company's failure to file the registration
statement covering the shares of common stock owned by Alpha Capital and
underlying the Notes and the Class D Warrants, the Company entered into an
agreement with Alpha Capital, Whalehaven Capital Fund, CMS Capital and Osher
Capital under which the foregoing companies agreed to extend the maturity date
of their notes to November 5, 2006, and we agreed, among other things, to issue
a total of an additional 3,333,333 shares to them. The agreement is described in
Note 13. The warrants were valued using the Black Scholes option pricing model
based on the market price of the common stock at the date of the Subscription
Agreement. The value of the embedded beneficial conversion feature and the
warrants of $775,000 has been allocated to additional paid in capital. This
amount will be amortized over 12 months commencing August 5, 2005. Amortization
expense during the year ended December 31, 2005 was $322,917.

On November 19, 2005, Savoy agreed to amend the Settlement Agreement and General
Release dated October 5, 2005, with Thomas J. Deutsch Law Corporation ("TJDL")
to settle an outstanding accounts payable. The new terms provide for Savoy: (i)
to pay TJDL $10,800 on or before December 16, 2005, and the sum of $5,400 on or
before January 17, 2006; (ii) to deliver 220,000 shares of Savoy common stock to
TJDL by not later than November 22, 2005, on the basis that Savoy will no longer
have an option to purchase the shares; and to provide TJDL, upon request and at
no cost, with a proper legal opinion on or after October 5, 2006, with regard to
the resale of the shares pursuant to Rule 144 under the Securities Act of 1933.
The Company has delivered the common shares but not paid the $16,200.


                                      F-18
<PAGE>

Note 13. SUBSEQUENT EVENTS

On April 29, 2006, the Company issued 1,000,000 restricted shares of our common
stock to each of Tianjin Chinaquantum Investment and Trade and Pagentry Place
Investments, for a total of 2,000,000 shares, for expenses incurred for the
benefit of the Corporation through December 31, 2005.

On April 29, 2006, the Company issued 5,000,000 shares of common stock to SDM
Consultant Corp. at a purchase price of $0.015 per share for gross proceeds of
$75,000.

On May 16, 2006, the Company consummated an agreement with Alpha Capital,
Whalehaven Capital Fund, CMS Capital and Osher Capital that provides for them to
make payments to the lenders, issue them additional shares of common stock,
reduce the note conversion price and cause the Company's directors to resign
unless we meet certain milestones, among other things. The milestones the
Company agreed to meet are the following:

     o    By May 22, 2006, the Company agreed to file its annual report on Form
          10-KSB for the year ended December 31, 2005.

     o    By June 1, 2006, the Company agreed to set aside a total of $100,000
          to be used to prepare and file with the Commission the periodic
          reports required under the Securities Exchange Act of 1934 and the
          registration statement covering the shares of common stock owned by
          Alpha Capital and issuable upon conversion of the lenders' notes and
          exercise of their class D warrants and the additional 3,333,333 shares
          to be issued to the lenders pursuant to the agreement.

     o    By June 7, 2006, the Company agreed to pay a total of $150,000 to the
          lenders on a pro rata basis.

     o    By June 8, 2006, the Company agreed to issue and deliver 1,333,333
          restricted shares of its common stock to Alpha Capital and a total of
          2,000,000 restricted shares of common stock to the lenders on a pro
          rata basis.

     o    By June 30, 2006, the Company agreed to file the registration
          statement covering the shares of its common stock owned by Alpha
          Capital and to be issued to the lenders pursuant to the agreement and
          underlying the lenders' notes and warrants.

     o    By July 31, 2006, the Company agreed to acquire a gold and/or oil
          property with an asset value on our balance sheet of not less than
          $1,000,000.

     o    By September 30, 2006, the Company agreed to cause the registration
          statement covering Alpha Capital's shares of common stock, the shares
          of common stock underlying the lenders' notes and warrants and the
          additional shares to be issued to the lenders pursuant to the
          agreement, to be declared effective by the Commission.

     o    By November 5, 2006, the Company agreed to repay the lenders' notes to
          the extent that they have not been converted.


                                      F-19

<PAGE>
In addition to the Company's agreement to meet the milestones described above or
cause its directors to resign, except in the event that the Commission fails to
declare the registration statement effective by September 30, 2006, in which
case the board of directors is not required to resign unless the Commission
fails to declare the registration statement effective by November 15, 2006, the
Company agreed to reduce the stock conversion price in the lenders' notes from
$0.17 to $0.10. As consideration for the Company's agreement to take the actions
described above or cause our directors to resign, the lenders agreed to extend
the maturity date of the notes through November 5, 2006, and that the Company is
no longer in default on the notes, and to forgive the amount of liquidated
damages accrued, as a result of its failure to file the registration statement
covering their shares. However, the Company agreed that, should it fail to meet
any of the milestones agreed to with the lenders, the amount of liquidated
damages forgiven by the lenders pursuant to the agreement would be reinstated.







                                      F-20





<PAGE>
Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure

New Independent Accountant

     On August 4, 2005, the board of directors of Savoy Resources approved and
authorized the engagement of Stark Winter Schenkein & Co., LLP, Certified Public
Accountants, of 7535 East Hampden Avenue, Suite 109, Denver, Colorado 80231, as
our principal independent accountant. During the two most recent fiscal years
and the subsequent interim period preceding the engagement of Stark Winter
Schenkein, we did not consult with Stark Winter Schenkein regarding:

     o the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on Savoy Resources' consolidated financial statements, and no written
report or oral advice was provided to us by concluding that it was an important
factor to be considered by us in reaching a decision as to an accounting,
auditing or financial reporting issue; or

     o any matter that was either the subject of a disagreement, as that term is
defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to
Item 304 of Regulation S-B, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-B.

Previous Independent Public Accountants


                                       28
<PAGE>
         Dale Matheson Carr-Hilton LaBonte, Chartered Accountants ("DMCH"), of
Suite 1500, 1140 West Pender Street, Vancouver, British Columbia, Canada V6E
4G1, served as our principal independent accountant from the date of their
engagement on May 10, 2004, through the date of their dismissal on August 4,
2005. The decision to dismiss DMCH was approved by our audit committee, which is
comprised of four of our five directors. During the fiscal year ended December
31, 2004, and the interim period prior to the dismissal of DMCH, we did not
consult with DMCH regarding:

     o the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on our consolidated financial statements, and no written report or oral
advice was provided to us that DMCH concluded was an important factor we
considered in reaching a decision as to the accounting, auditing or financial
reporting issue; or

     o any matter that was either the subject of a disagreement, as defined in
Item 304(a)(1)(iv) of Regulation S-B and the related instructions, or a
reportable event, as defined in Item 304(a)(1)(iv) of Regulation S-B.

         During our the 2004 fiscal year and the subsequent interim period
preceding the dismissal of DMCH, there were no disagreements with DMCH that were
not resolved on any matter concerning accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of DMCH, would have caused
DMCH to make reference to the subject matter of the disagreements in connection
with its reports. DMCH, as our principal independent accountant, did not provide
an adverse opinion or a disclaimer of opinion to our financial statements, nor
qualify or modify its opinion as to uncertainty, audit scope or accounting
principles, except that DMCH's opinion on our financial statements as of, and
for the fiscal year ended, December 31, 2004, contained a qualification as to
uncertainty about our ability to continue as a going concern. During our most
recent fiscal year and the subsequent interim period preceding DMCH's dismissal,
there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation
S-B. DMCH furnished us with a letter dated August 30, 2005, addressed to the
Securities and Exchange Commission stating that it agrees with the above
statements, a copy of which letter is filed as Exhibit 16 to our current report
on Form 8-K/A filed with the Securities and Exchange Commission on September 2,
2005.

         On May 17, 2004, Comiskey & Company, P.C., of 789 Sherman Street, Suite
#440, Denver, Colorado 80203, resigned as our principal independent public
accountant in order to comply with the requirements of Section 203 of the
Sarbanes Oxley Act of 2002 with regard to audit partner rotation. Comiskey's
reports on our financial statements did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the fiscal years ended December 31,
2003 and 2002, and the interim period preceding Comiskey's resignation, there
were no disagreements with Comiskey that were not resolved on any matter
concerning accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to Comiskey's
satisfaction, would have caused Comiskey to make reference to the subject matter
of the disagreements in connection with its reports. There were no reportable
events, as defined in Item 304(a)(1)(v) of Regulation S-B, during the fiscal
years ended December 31, 2003 and 2002, and the interim period preceding
Comiskey's resignation. Comiskey furnished a letter dated May 17, 2004,
addressed to the Securities and Exchange Commission stating that it agrees with
the above statements, a copy of which letter is filed as Exhibit 16.1 to our
current report on Form 8-K filed with the Securities and Exchange Commission on
May 18, 2004.

                                       29
<PAGE>
Item 8A. 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 III

Item 9.  Directors,  Executive Officers,  Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act

Directors and Executive Officers

     Set forth below are the names, ages, positions with Savoy Resources and
business experience of our directors and executive officers.

      Name              Age    Positions with Company
---------------         ---    -----------------------------------------------
Arthur Johnson*          70    President,  Chief Executive Officer,  Chief
                               Financial Officer, Principal Accounting Officer
                               and Director

William T. Warden*       71    Chairman of the Board of Directors and Director

Weiguo Lang*             47    Director
------------------

         *Member of the audit committee.

                                       30
<PAGE>
General

         Directors hold office until the next annual meeting of our stockholders
and until their successors have been elected and qualify. Officers serve at the
pleasure of the Board of Directors. Mr. Johnson devotes approximately 85% of his
time, and Mr. Warden devotes approximately 30% of his time, to our business and
affairs. Mr. Lang devotes approximately 85% of his time to the business and
affairs of Savoy. Set forth below under "Business Experience" is a description
of the business experience of our executive officers and directors. Except as
otherwise indicated below, no organization with which any of our directors is or
has been previously employed, affiliated or otherwise associated, is or has been
affiliated with us.

         Mr. Arthur Johnson has served as the President and Chief Executive
Officer of Savoy Resources since March 22, 2005. He has served as a director of
Savoy Resources since April 2, 2005, and as our Chief Financial Officer and
Principal Accounting Officer since May 10, 2005. Mr. Johnson has over 30 years
of mining management experience, working with companies headquartered in
Johannesburg, South Africa. Since May 8, 2006, he has served as the President
and Chief Executive Officer and, since December 2004, as a director of Centurion
Gold Holdings, Inc., a publicly-traded, "junior" (market capitalization of less
than $50 million) gold company with principal operations located in Germiston,
South Africa. Mr. Johnson served as the Chief Financial Officer of Centurion
Gold Holdings from December 2004, through May 8, 2006, and as the Chief
Executive Officer, the President and the Chairman of the Board of Directors of
Centurion Gold Holdings from June 2003 to December 2004. Since April 24, 2006,
he has served as the President of Odyssey Oil & Gas Inc., formerly Advanced
Sports Technologies Inc., a publicly-traded, 64.3%-owned subsidiary of Centurion
Gold Holdings that will engage in the exploitation and operation of its working
interest in a Texas oil exploration project. From February 1998 to April 2003,
Mr. Johnson served as the Managing Director of Century Minerals (Pty) Ltd., a
resource commodity trading house. He served as a director in Babcock
International Group and as a member of the Board of Directors of Skeat Mining
for a period of 10 years. Mr. Johnson sold his own chrome business to SA Chrome,
a public company. He received a degree in commerce from the University of Cape
Town, South Africa, in 1955.

                                       31
<PAGE>
         Ambassador William T. Warden has served as Chairman of the Board of
Directors and a director of Savoy Resources since April 2, 2005. He served on
our advisory board from February 1, 2005, until his election to the Board of
Directors and as Chairman of the Board on April 2, 2005. Since November 5, 2005,
he has served as a director of Hendrx Corp., a publicly-traded, Vancouver,
British Columbia-based company engaged in the research and development,
manufacture, marketing and worldwide distribution of water generation,
filtration, ionization, desalinization and purification devices. Ambassador
Warden served from 1961 to July 1988 with Canada's Department of Foreign
Affairs. During his tenure with the Department, Ambassador Warden was Canada's
Ambassador to Nepal and High Commissioner to India from December 1983 to July
1986, Canada's Ambassador to Pakistan and Consul General to Macau from June 1981
to June 1983 and Canada's Consul General to Hong Kong from July 1977 to June
1981. Since July 1990, Ambassador Warren has served as an International Election
Observer in numerous countries, including Nicaragua, Peru, Paraguay, Colombia,
Venezuela, Ecuador, Guatemala, El Salvador, the Dominican Republic and Zimbabwe.
His most recent duties as an International Election Observer were conducted in
Palestine's crucial elections in January 2005 following the death of Yasser
Arafat. Ambassador Warden has served on the board of directors of several
companies and institutions, none of which are publicly-held, including the
Centre for Affordable Water Sanitation Technology since October 2003, Operation
Eyesight Universal from October 1988 to October 2003, the western office of the
Canadian Foundation for the Americas from July 1998 to July 2000, the Canadian
Institute for Petroleum Industry Development from September 1990 to October
1994, the Japanese Executive Development Program from October 1988 to July 1991
and the Shastri Indo-Canadian Institute from July 1983 to 1986. From March 1994
to June 1999, he held the position of Chairman of the University of
Calgary-Gorbachev Foundation Joint Trust Fund. Ambassador Warden was the Special
Envoy to the Calgary Expo 2005 Corporation From March 1996 to June 1997. From
February 1987 to March 1988, he served as the Associate Chief of Protocol for
the Calgary Winter Olympics. Ambassador Warden has contributed to several
international events, including the Canadian visit of President Mikhail
Gorbachev, for which he was the primary organizer from 1992 to 1994 and the
Canada-India Opportunities Conference and the Canada-Latin America Trade
Conference, for which he served as Chairman from 1988 to 1990. From January to
August 2002, Ambassador Warden served as a director of the Centre for G8
Activities at the University of Calgary, Alberta, Canada. He was an adjunct
professor in the faculty of management of the University of Calgary and the
executive director of the University of Calgary's International Centre from
September 1988 to June 1998. From July 1986 to July 1988, Ambassador Warden was
a visiting professor in the political science department of the University of
Calgary. He received a Bachelor of Science degree from the University of Western
Ontario in 1955 and a Master's degree from the University of Tennessee in 1961.

         Mr. Weiguo Lang has served as a director of Savoy Resources since July
15, 2004. He served as Chairman of the Board of Directors of Savoy from July 15,
2004, through April 2, 2005. Since January 2003, Mr. Lang has served as the
President and a director of Tianjin Chinaquantum Investment and Trade Co., Ltd.,
a business consulting firm based in Tianjin, China. He has served, since March
1993, as the President and a director of Can Tech & Trade International Corp., a
privately-held, business consulting company in Vancouver, British Columbia. From
September 1999 to June 2004, Mr. Lang served as the Chairman of the Board of
Directors of Q-Net Technologies, Inc., a public, NASDAQ-listed company engaged
in high tech development. Mr. Lang obtained his B.Sc. from China and his M.Sc.
and Ph.D. from the University of Saskatchewan, Canada.

Advisory Board

        Our Advisory Board is presently comprised of only one member, Mr.
Michael G. Saner. Set forth below under "Business Experience" is a description
of his business experience. Mr. Saner has not previously been employed,
affiliated or otherwise associated with any organization that is or has been
affiliated with us.

                                       32
<PAGE>
         Mr. Michael G. Saner (C. Eng.) has served as a member of our Advisory
Board since March 22, 2005. Mr. Saner has over 36 years of experience in over 17
countries in all aspects of the business of mineral and resource exploration,
including assessment, feasibility, development, operation and investment and
financing of commodities and deposit types. He has served as a director of
Centurion Gold Holdings since July 2004. From March 2002 to November 2004, Mr.
Saner was a consultant and advisor to the Governor of the Bank of Tanzania and
his cabinet, with responsibility for monitoring operations and costs at the
Buhemba Gold Mine in the Mara region of Tanzania. He was a technical/financial
advisor and consultant to Nedbank Ltd. in connection with sovereign loan
financing to Behemba Gold Mine from January 2000 to August 2002. From 1996 to
2000, Mr. Saner was a mineral industry consultant and project initiator and
developer of various mineral beneficiation projects, including companies
involved in chrome chemicals, industrial minerals, rare earths and alluvial
diamond deposits. He is a Fellow of the South African Institute of Mining and
Metallurgy and a member of the Institute of Materials, Minerals and Mining of
the United Kingdom. Mr. Saner received a Bachelor of Science degree in geology
from the University of Natal in 1967. He became a Chartered Engineer in the
United Kingdom in 1976 and a Professional Natural Scientist in February 1984.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors, and persons who own more than 10% of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial statements of beneficial ownership on Form 3,
reports of changes in ownership on Form 4 and annual reports concerning their
ownership on Form 5. Executive officers, directors and greater than 10%
stockholders are required by Securities and Exchange Commission regulations to
furnish us with copies of all Section 16(a) reports they file. Messrs. Arthur
Johnson, the President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and a director of Savoy Resources, and Mr. William
T. Warden, Chairman of the Board of Directors and a director, failed to file the
initial statement of beneficial ownership on Form 3 and the annual report on
Form 5 concerning their ownership as of December 31, 2005. Mr. Weiguo Lang, a
director, failed to file the annual report on Form 5 concerning his ownership as
of December 31, 2005. To the best of our knowledge, except for the foregoing
reports, our executive officers, directors and greater than 10% beneficial
owners of our common stock, have complied with the Section 16(a) filing
requirements applicable to them during the year ended December 31, 2005, and
with respect to all subsequent events.

Corporate Governance

         Audit Committee, Charter and Audit Committee Financial Expert. We have
a separately designated, standing audit committee and audit committee charter as
required by the Securities Exchange Act of 1934. The members of the audit
committee are our three directors, including Messrs. Arthur Johnson, William T.
Warden and Weiguo Lang. A copy of our audit committee charter is filed as an
exhibit to our annual report on Form 10-KSB filed with the Securities and
Exchange Commission on May 20, 2005. Our board of directors has affirmatively
determined that, in its judgment, Mr. Lang meets all applicable independence
standards established by the New York Stock Exchange. The board of directors has
determined that none of the members of the audit committee is an "audit
committee financial expert" within the meaning of rules and regulations adopted
by the Commission. However, our board of directors has determined that each of
its members is able to read and understand fundamental financial statements and
has substantial business experience that results in that member's financial
sophistication. Accordingly, the board of directors believes that each of its
members has the sufficient knowledge and experience necessary to fulfill the
duties and obligations of an audit committee member.


                                       33
<PAGE>
         Our audit committee is responsible for:

     o    selection and oversight of our independent public accountant;

     o    establishing procedures for the receipt, retention and treatment of
          complaints regarding accounting, internal controls and auditing
          matters;

     o    establishing procedures for the confidential, anonymous submission by
          our employees of concerns regarding accounting and auditing matters;

     o    engaging outside advisors; and

     o    funding for the outside auditory and any outside advisors'engagement
          by the audit committee.

         Disclosure Committee and Charter. We are in the process of organizing a
separately designated, standing disclosure committee and disclosure committee
charter. The purpose of the committee will be to provide assistance to our
senior officers in fulfilling their responsibilities regarding the
identification and disclosure of material information about Savoy Resources and
the accuracy, completeness and timeliness of our financial reports. A copy of
our disclosure committee charter is filed as an exhibit to our annual report on
Form 10-KSB filed with the Commission on May 20, 2005.

         Committees. The Board of Directors may designate from among its members
an executive committee and one or more other committees. No such committees have
been appointed.

         Code of Ethics. We have adopted a corporate code of ethics. A copy of
the code of ethics is filed as an exhibit to the annual report on Form 10-KSB
filed with the Commission on May 20, 2005. We believe our code of ethics is
reasonably designed to:

     o    deter wrongdoing and promote honest and ethical conduct;

     o    provide full, fair, accurate, timely and understandable disclosure in
          public reports;

     o    comply with applicable laws;

     o    ensure prompt internal reporting of code violations; and

     o    provide accountability for adherence to the code.

         Conflicts of Interest. Certain conflicts of interest existed at
December 31, 2005, and continue to exist between Savoy Resources and our
officers and/or directors because of the fact that each has other business
interests to which he devotes his attention. Each officer and/or director will
continue to do so notwithstanding the fact that management time should be
devoted to the business and affairs of Savoy Resources.


                                       34
<PAGE>
         Certain conflicts of interest exist between Savoy Resources and its
management, and conflicts may develop in the future. We have not established
policies or procedures for the resolution of current or potential conflicts of
interest among Savoy Resources, its officers and directors and/or affiliated
entities. There can be no assurance that management will resolve all conflicts
of interest in favor of Savoy Resources, and conflicts of interest may arise
that can be resolved only through the exercise by members of management of their
best judgment as may be consistent with their fiduciary duties. Our management
will try to resolve conflicts to the best advantage of all concerned, but there
may be times when an acquisition opportunity is given to another entity to the
disadvantage of our stockholders and for which there will be no recourse.

Item 10. Executive Compensation

         Mr. Andrew N. Peterie, Sr., served as our sole executive officer and
director for each of the fiscal years ended December 31, 2003 and 2002. On
January 2, 2004, Mr. Peterie resigned and appointed Mr. Floyd Wandler as the
President, the Chairman of the Board of Directors and a director of Savoy
Resources. We paid Mr. Peterie for his consulting services to us from the date
of his resignation as an executive officer and director of Savoy Resources on
January 2, 2004, through June 30, 2004. On February 3, 2004, Mr. Wandler
appointed Messrs. Clint B. Sharples and Philip J. Walsh to be additional
directors of Savoy Resources. Mr. Sharples was elected to the position of
Secretary on April 7, 2004. Mr. Wandler received fees for consulting services
performed for Savoy Resources and he and Mr. Sharples were reimbursed for their
out-of-pocket expenses incurred for Savoy Resources' benefit. Neither Mr.
Wandler nor Mr. Sharples received any compensation under either of our
compensation plans or an option to purchase any of our securities. Mr. Walsh
received no compensation for his services to us.

         Mr. Walsh resigned as a director of Savoy Resources on May 7, 2004. On
July 15, 2004, Messrs. Wandler and Sharples resigned as executive officers and
directors of Savoy Resources and elected Mr. Robert Slavik to be the President,
the Chief Executive Officer, the Chief Financial Officer, the Principal
Accounting Officer and a director of Savoy Resources and Mr. Weiguo Lang to be
the Chairman of the Board of Directors and a director of Savoy Resources.
Messrs. Zenghlin Ge and Daniel S. Mckinney were elected to serve as directors of
Savoy Resources on August 17, 2004. We elected Ms. Therese Ramond to serve in
the position of Secretary on November 9, 2004. On February 1, 2005, Mr. William
T. Warden was elected to serve as a member of our advisory board. We paid Mr.
Slavik and Ms. Ramond consulting fees for their services to Savoy Resources, and
we reimbursed them and Messrs. Lang and Mckinney for certain of their
out-of-pocket expenses incurred on Savoy Resources' behalf, during the 2004
fiscal year. We granted Messrs. Slavik and Lang and Ms. Ramond options under one
of our compensation plans that were exercised to purchase shares of our common
stock at $0.033 per share.


                                       35
<PAGE>
         On March 22, 2005, Mr. Slavik resigned from the offices of President
and Chief Executive Officer of Savoy Resources, Mr. Arthur Johnson was elected
to be Mr. Slavik's successor in these positions and Mr. Michael G. Saner was
elected to serve on our advisory board. Ms. Ramond resigned as our Secretary
effective as of March 31, 2005. On April 2, 2005, Mr. Lang resigned as the
Chairman of the Board of Directors of Savoy Resources, Mr. Warden was elected to
succeed Mr. Lang as Chairman of the Board and Mr. Johnson was elected to serve
as a director of Savoy Resources. On May 10, 2005, Mr. Slavik resigned from the
positions of Chief Financial Officer, Principal Accounting Officer and director
of Savoy Resources and Mr. Johnson was elected to succeed Mr. Slavik in the
offices of Chief Financial Officer and Principal Accounting Officer. Mr.
Mckinney, on January 30, 2005, and Mr. Ge, on February 14, 2005, resigned as
directors. During the 2005 fiscal year, we paid Messrs. Johnson and Lang
consulting fees, and Mr. Warden director's fees, for their services to us, and
we reimbursed them and Mr. Mckinney for certain of their out-of-pocket expenses
incurred on our behalf. In addition, we issued 500,000 restricted shares of
common stock to a corporation owned by each of Messrs. Johnson and Lang and we
granted stock options exercisable to purchase 1,000,000 shares at $0.08 per
share to Mr. Warden and the same corporation owned by each of Messrs. Johnson
and Lang. Mr. Ge received no compensation for his services to us.
<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

                                                            Long Term Compensation
                             Annual Compensation                    Awards
                           --------------------------  --------------------------------
   (a)           (b)         (c)          (d)                (e)             (f)
Name and                              Other Annual       Restricted       Securities
Principal                             Compensation     Stock Award(s)     Underlying
Position         Year      Salary($)      ($)                ($)        Options/SAR's(#)
---------------------------------------------------------------------------------------
<S>              <C>          <C>        <C>                  <C>                <C>
Andrew N.        2004         $-0-       $35,000(1)           $-0-              -0-
Peterie, Sr.,    2003         $-0-           $-0-             $-0-              -0-
President,
Secretary
and
Treasurer

Floyd            2004(2)      $-0-       $57,660(3)           $-0-              -0-
Wandler,
President
and
Chairman
of the
Board of
Directors

                                       36
<PAGE>
Clint            2004(4)      $-0-        $4,054              $-0-              -0-
Sharples,
Secretary

Robert           2004(5)      $-0-       $63,000(6)           $-0-          13,500,000
Slavik,
President,
Chief
Executive
Officer,
Chief
Financial
Officer and
Principal
Accounting
Officer


                                       37
<PAGE>
Weiguo            2005(7)     $-0-        $40,000(8)        $40,000(9)        -0-
Lang,             2004(7)     $-0-        $ 5,000              $-0-        1,500,000
Chairman
of the
Board of
Directors

Therese           2004(10)    $-0-        $36,450              $-0-        3,000,000
Ramond,
Secretary

Arthur            2005(11)    $-0-        $48,500(12)       $40,000(9)         -0-
Johnson,
President,
Chief
Executive
Officer,
Chief
Financial
Officer and
Principal
Accounting
Officer

William T. 2005(13)           $-0-         $4,000(14)          $-0-          500,000(15)
Warden,
Chairman
of the
Board of
Directors
------------------
</TABLE>

(1)  Consulting fees.

(2)  Served from January 2 through July 15, 2004.

(3)  Includes $14,392 in consulting fees and $43,268 as reimbursement for
     out-of-pocket expenses.

(4)  Served from April 7 through July 15, 2004.

(5)  Served as President and Chief Executive Officer from July 15, 2004, through
     March 22, 2005, and Chief Financial Officer and Principal Accounting
     Officer from July 15, 2004, through May 10, 2005.

(6)  Includes $16,000 in fees for consulting services to Siranna.

(7)  Served from July 15, 2004, through April 2, 2005.


                                       38
<PAGE>
(8)  Includes $18,000 in consulting fees and $22,000 as reimbursement for
     out-of-pocket expenses.

(9)  500,000 shares of common stock at the closing bid price of $0.12 per share
     for the common stock on December 31, 2005. We do not expect to pay any
     dividends on the common stock.

(10) Served from November 9, 2004, through March 31, 2005.

(11) Served as President and Chief Executive Officer since March 22, 2005, and
     Chief Financial Officer and Principal Accounting Officer since May 10,
     2005.

(12) Includes $24,000 in consulting fees and $24,500 as reimbursement for
     out-of-pocket expenses.

(13) Served since April 2, 2005.

(14) Reimbursement for out-of-pocket expenses.

(15) Exercisable at $0.02 through August 4, 2008.

     The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended December 31, 2005, to each of
the named executive officers.

                      Option/SAR Grants in Last Fiscal Year
                                Individual Grants

     (a)             (b)              (c)             (d)            (e)
                                     % of
                  Number of          Total
                 Securities       Options/SARs
                 Underlying        Granted to      Exercise
                Options/SARs        Officers        or Base
                  Granted           in Fiscal        Price      Expiration
    Name            (#)               Year          ($/Sh)         Date
---------------------------------------------------------------------------
William T.        500,000           100.0%          $0.02          8/4/08
Warden,
Chairman
of the
Board of
Directors



                                       39
<PAGE>



     The following table sets forth information concerning each exercise of
stock options during the fiscal year ended December 31, 2005, by Mr. Warden, the
only grantee of stock options during the year. At fiscal year-end, Mr. Warden
had exercised no stock options and none of his options was in-the-money.

     Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values

      (a)          (b)          (c)              (d)                (e)
                                               Number Of
                                              Securities         Value Of
                                              Underlying        Unexercised
                                              Unexercised      In-The-Money
                                           Options/SAR's At   Options/SARs At
                Shares         Value           FY-End (#)        FY-End ($)
              Acquired On     Realized        Exercisable/      Exercisable/
    Name      Exercise (#)       ($)         Unexercisable      Unexercisable
-----------------------------------------------------------------------------
William T.        -0-           $-0-           500,000             $-0-
Warden,
Chairman
of the
Board of
Directors

Compensation Plans

         We have two compensation plans, the Savoy Resources Capital
Investments, Inc. Stock Option Plan adopted in January of 2004 and the Savoy
Resources Capital Investments, Inc. Non-Employee Directors and Consultants
Retainer Stock Plan for the Year 2003 adopted in December of 2003, which we have
used to compensate consultants with stock options or restricted stock. Nine
hundred ninety-nine shares of common stock remain available for issuance under
the 2003 plan and no shares are available for issuance under the 2004 plan. None
of our current executive officers or directors has received any compensation
under either plan, except Mr. Weiguo Lang, a director, who, during the 2004
fiscal year, received and exercised options to purchase 1,500,000 shares of
common stock at $.033 under the 2004 plan.

         On August 4, 2005, we granted a stock option exercisable to purchase
500,000 shares of common stock at $0.02 per share on or before August 8, 2008,
to Mr. William T. Warden, Chairman of the Board of Directors. On January 1,
2006, we granted stock options exercisable to purchase 1,000,000 shares of
common stock at $0.08 per share on or before January 1, 2009, to each of Inteco
Holdings, a company owned by Mr. Arthur Johnson, our President, Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer, Tinjian
Chinaquantum Investment and Trade Co., a company owned by Mr. Weiguo Lang, a
director, and Pagentry Place Investments, a company owned by Ms. Patricia Cudd,
a consultant, and an option exercisable to purchase 500,000 shares of common
stock on the same terms to Mr. Warden. We granted the options without the
approval of our stockholders.

                                       40
<PAGE>
         Except for the above-described compensation plans and arrangements, we
do not, at present, provide our officers or employees with pension, stock
appreciation rights, long-term incentive or other plans. However, we may
establish various executive incentive plans and programs in the future. The
provisions of these plans and programs will be at the discretion of our Board of
Directors.

Compensation of Directors

         We have no standard arrangements for compensating our directors, other
than for the general reimbursement of out-of-pocket expenses properly incurred
for our benefit.

Indemnification

         Our Amended and Restated Articles of Incorporation include provisions
to indemnify our officers and directors and other persons against expenses,
judgments, fines and amounts paid in settlement in connection with threatened,
pending or completed suits or proceedings against those persons by reason of
serving or having served as officers, directors or in other capacities, except
in relation to matters with respect to which they shall be determined not to
have acted in good faith and in our best interests. With respect to matters as
to which our officers, directors and others are determined to be liable for
misconduct or negligence, including gross negligence, in the performance of
their duties to Savoy Resources, our Amended and Restated Articles of
Incorporation provide for indemnification only to the extent that the court in
which the action or suit is brought determines that the person is fairly and
reasonably entitled to indemnification for those expenses that the court deems
proper. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to officers, directors or persons controlling us
pursuant to the foregoing, we have been informed that, in the opinion of the
Securities and Exchange Commission, indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth certain information regarding the
ownership of our common stock as of May 22, 2006, by each stockholder known by
us to be the beneficial owner of more than 5% of our outstanding shares of
common stock, each director and executive officer and all directors and
executive officers as a group. Under the General Rules and Regulations of the
Securities and Exchange Commission, a person is deemed to be the beneficial
owner of a security if the person has or shares the power to vote or direct the
voting, or dispose or direct the disposition, of the security. Except as
otherwise indicated, each stockholder named in the table has sole voting and
investment power with respect to the shares beneficially owned.

                                       41
<PAGE>



                                                   Shares             Percent
    Name and Address of                         Beneficially             of
     Beneficial Owner                              Owned               Class
------------------------------                  -------------          ------

EIB Capital Corp.
1037 42nd Street
Brooklyn, New York 11219                         21,320,000 (1)         24.9%

Alpha Capital Aktiengesellschaft
Pradafant 7
9490 Furstentums
Vaduz, Lichtenstein                              11,180,107 (2)         14.5%

SDM Consultant Corp.
1418 65th Street
Brooklyn, New York 11219                          7,000,000             10.1%

KLM Consulting
3090 O'Hara Lane
Surrey, British Columbia
Canada V4A 3E7                                    6,900,000 (3)          9.4%

Jean Guy Lambert
1801 McGill College Avenue, Suite #1325
Montreal, Quebec
Canada H3A 2N4                                    6,000,000 (4)          8.2%

Patricia Cudd
18826 Pagentry Place
Monument, Colorado 80132                          4,090,000 (5)          5.8%

Robert Slavik
26 Rue Saint Andre des Arts
Paris, France 75006                               4,000,000 (7)          5.8%

Weiguo Lang
Suite 22A, 22nd Floor, Linda Building
8 East Tucheng Road
Beijing, China                                    4,000,000 (6)          5.7%

Whalehaven Capital Fund Limited
3rd Floor, 14 Par-Laville Road
Hamilton, Bermuda HM08                            3,692,600 (8)          5.1%


                                       42
<PAGE>
Arthur Johnson
18 George Avenue
2128 Rivonia
Johannesburg, RSA                                 1,500,000 (9)          2.1%

William T. Warden
43 Sunrise Way, Rural Route 1
Priddis, Alberta
Canada TOL 1WO                                    1,000,000 (10)         1.4%

All Executive Officers and
  Directors as a Group (three
  persons)                                        6,500,000              9.2%
------------------

         (1) Includes 5,600,000 shares of common stock issuable upon the
exercise of series A warrants on or before February 7, 2008, of which five
series A warrants are exercisable to purchase seven shares of common stock for
$1.40; 5,600,000 shares of common stock issuable upon the exercise of series B
warrants on or before February 7, 2009, of which five series B warrants are
exercisable to purchase seven shares of common stock for $2.80; 1,200,000 shares
of common stock issuable upon the exercise of series C warrants on or before
February 7, 2009, of which ten series C warrants are exercisable to purchase
three share of common stock for $0.60; 1,680,000 shares of common stock issuable
upon the exercise of series A warrants, of which five series A Warrants are
exercisable to purchase seven shares of common stock for $1.40 on or before June
22, 2008, 1,680,000 shares of common stock issuable upon the exercise of series
B warrants, of which five series B warrants are exercisable to purchase seven
shares of common stock for $2.80 on or before June 22, 2009, and 360,000 shares
of common stock issuable upon the exercise of series C warrants, of which ten
series C warrants are exercisable to purchase three shares of common stock for
$0.60.

         (2) Includes 4,250,000 shares of common stock issuable upon the
conversion of a $425,000 principal amount, secured convertible note at $0.10 per
share on or before November 5, 2006, 2,500,000 shares of common stock issuable
upon the exercise of class D warrants at $0.28 per share on or before August 5,
2006, and 666,667 shares of common stock issuable upon the exercise of a warrant
at $0.35 per share on or before March 28, 2008.

         (3) Includes 3,750,000 shares of common stock issuable upon the
exercise of warrants at $0.20 per share on or before August 15, 2006.

         (4) Includes 2,000,000 shares of common stock issuable upon the
exercise of series A warrants at $0.30 per share, and 2,000,000 shares of common
stock issuable upon the exercise of series B warrants at $0.45 per share, on or
before January 2, 2007.

         (5) Includes 1,590,000 shares of common stock owned of record by
Pagentry Place Investments, Ltd., a corporation owned by Ms. Cudd, and 1,000,000
shares of common stock issuable upon the exercise of an option owned of record
by Pagentry Place Investments at $0.08 per share on or before January 1, 2009.


                                       43
<PAGE>
         (6) Owned of record by Tinjian Chinaquantum Investment and Trade Co.,
Ltd., a corporation owned by Mr. Lang and includes 1,000,000 shares of common
stock issuable upon the exercise of an option owned of record by Tinjian
Chinaquantum Investment and Trade at $0.08 per share on or before January 1,
2009.

         (7) Subject to a stop transfer order pending an investigation of Mr.
Slavik's actions during the period that he served as an executive officer and/or
director.

         (8) Includes 2,000,000 shares of common stock issuable upon the
conversion of a $200,000 principal amount, secured convertible note at $0.10 per
share on or before November 5, 2006, and 1,176,471 shares of common stock
issuable upon the exercise of class D warrants at $0.28 per share on or before
August 5, 2006.

         (9) Owned of record by Inteco Holdings, Ltd., a corporation owned by
Mr. Johnson and includes 1,000,000 shares of common stock issuable upon the
exercise of an option at $0.08 per share on or before January 1, 2009.

         (10) Includes 500,000 shares of common stock issuable upon the exercise
of an option at $0.08 per share on or before January 1, 2009, and 500,000 shares
of common stock issuable upon the exercise of an option at $0.02 per share on or
before August 4, 2008.

        As of May 22, 2006, there were 69,598,600 shares of common stock issued
and outstanding, not including shares of common stock issuable upon the exercise
of outstanding warrants and options. Messrs. Arthur Johnson, William T. Warden
and Weiguo Lang serve as members of our Board of Directors. Mr. Johnson is our
President, Chief Executive Officer, Chief Financial Officer and Principal
Accounting Officer and Mr. Warden is Chairman of the Board of Directors.

         The following table sets forth certain information as of December 31,
2005, regarding the Savoy Capital Investments, Inc. Non-Employee Directors and
Consultants Retainer Stock Plan for the Year 2003 and the stock options granted
to Inteco Holdings, Mr. Warden, Tinjian Chinaquantum Investment and Trade and
Pagentry Place Investments under which shares of our common stock are authorized
for issuance. The plan was adopted, and the stock options were granted, without
the approval of our stockholders. The material features of the plan are
described on page 18 of this report under Item 5. "Market for Common Equity and
Related Stockholder Matters," (c) "Securities Authorized for Issuance under
Equity Compensation Plans."

                                       44
<PAGE>
<TABLE>
<CAPTION>
                                                   Shares Remaining
                  Shares to Be Issued        Weighted-Average          Available for Future
                    Upon Exercise of         Exercise Price of       Issuance (Excluding Shares
Name of Plan      Outstanding Options       Outstanding Options      Reflected in First Column)
------------      -------------------       -------------------     ---------------------------
<S>                      <C>                            <C>                         <C>
Savoy Capital
Investments, Inc.
Non-Employee
Directors and
Consultants
Retainer Stock
Plan for the
Year 2003                 N/A                           N/A                               999

Stock
Option of
Inteco
Holdings                 1,000,000                      $0.08                       1,000,000

Stock
Options of
William T.
Warden                   1,000,000                      $0.05                       1,000,000

Stock
Option of
Tinjian
Chinaquantum
Investment
and Trade                1,000,000                      $0.08                       1,000,000

Stock
Option of
Pagentry Place
Investments              1,000,000                      $0.08                       1,000,000
</TABLE>


Item 12. Certain Relationships and Related Transactions

         On January 19, 2004, we issued 22,500,000 shares of common stock to Mr.
Geoffrey Armstrong in exchange for his shares of Siranna, representing 97% of
Siranna's outstanding shares. Mr. Armstrong acquired the shares from Siranna in
consideration for services performed by him in connection with the organization
of the company on September 24, 2002, valued at a nominal amount. The
acquisition resulted in a change of control of Savoy Resources and, as a result
of the transaction, Siranna, a private Madagascar company, became a 97%-owned
subsidiary of Savoy Resources. Siranna owned two gemstone exploration properties
totaling 12.5 square kilometers located in northern Madagascar, together with
permits allowing for full resource exploitation and gemstone exportation. On
October 18, 2004, Mr. Armstrong transferred 21,000,000 of said 22,500,000 shares
to Mr. Robert Slavik. On April 23, 2005, Savoy Resources sold its 97% equity
interest in Siranna to Mr. Slavik in consideration for his agreement to the
cancellation and return to treasury of 19,000,000 of the 21,000,000 shares of
common stock, the retention by Mr. Slavik of 2,000,000 of said shares and the
issuance to him of 2,000,000 additional shares of common stock. Mr. Slavik
resigned as an officer and director of Savoy Resources on May 10, 2005. The
4,000,000 shares in Mr. Slavik's name are subject to a stop transfer order
entered in our stock transfer records pending the outcome of an investigation by
outside legal counsel of his actions as an executive officer and director and
otherwise in connection with Savoy Resources.

                                       45
<PAGE>
         In early January of 2004, we granted to Mr. Slavik options exercisable
to purchase 13,500,000 shares of our common stock. These options were exercised
to purchase a total of 12,900,000 shares of common stock for $430,000, or $0.033
per share, during the period from January 29 through April 29, 2004. In late
June of 2004, we cancelled and re-issued 5,281,625 of these shares of common
stock to Mr. Slavik and we issued an additional 500,000 shares of common stock
to him upon the exercise of options to purchase the shares for $16,667, or
$0.033 per share. Of these 5,781,625 shares of common stock, 5,181,625 shares
were cancelled and returned to treasury on May 11, 2005. The 4,000,000 shares of
common stock held by Mr. Slavik, including 2,000,000 shares retained by him from
the Siranna transaction and 2,000,000 newly-issued shares, representing
approximately 5.6% of our outstanding common stock, are subject to a stop
transfer order pending the outcome of an investigation of Mr. Slavik's actions
during the period that he served as an executive officer and/or director of
Savoy Resources.

         In early January of 2004, we granted to Tianjin Chinaquantum Investment
and Trade, a corporation owned by Mr. Weiguo Lang, a director of Savoy
Resources, options exercisable to purchase 1,500,000 shares of our common stock.
These options were exercised to purchase all 1,500,000 underlying shares of
common stock for $50,000, or $0.033 per share, on February 26, 2004. On August
4, 2005, we issued 500,000 shares of common stock to Tianjin Chinaquantum
Investment and Trade for services performed for Savoy Resources valued at
$120,000, or $0.24 per share. On January 1, 2006, we granted an option to
Tianjin Chinaquantum Investment and Trade exercisable to purchase 1,000,000
shares of common stock at $0.08 per share on or before January 1, 2009. On April
29, 2006, we issued 1,000,000 shares of common stock to Tianjin Chinaquantum
Investment and Trade for expenses incurred for our benefit through December 31,
2005, estimated at $45,000, or $0.045 per share. The 4,000,000 shares owned by
Tianjin Chinaquantum Investment and Trade, including 1,000,000 shares underlying
the option, represent approximately 5.6% of our outstanding common stock.

         On August 1, 2004, we issued 750,000 shares of common stock to Ms.
Patricia Cudd, of Cudd & Associates, our corporate and securities counsel, for
the performance of legal services valued at $150,000, or $0.20 per share. On
February 28, 2005, we issued 1,500,000 shares of common stock to Ms. Cudd for
the performance of legal services valued at $255,000, or $0.17 per share. On
August 4, 2005, we issued 500,000 shares of common stock to Pagentry Place
Investments, a corporation owned by Ms. Cudd, for services valued at $120,000,
or $0.24 per share. On January 1, 2006, we granted an option to Pagentry Place
Investments exercisable to purchase 1,000,000 shares of common stock at $0.08
per share on or before January 1, 2009. On April 29, 2006, we issued 1,000,000
shares of common stock to Pagentry Place Investments for expenses incurred for
our benefit through December 31, 2005, estimated at $45,000, or $0.045 per
share. As of the date of this report, Pagentry Place Investments and Ms. Cudd
together own 4,090,000 shares of common stock, including 1,000,000 shares
underlying the option, representing approximately 5.8% of our outstanding common
stock.


                                       46
<PAGE>
         On August 16, 2004, we issued 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 on or before August 15, 2006, to KLM Consulting
for $300,000 in cash, or $0.08 per unit. After giving effect to exercise of the
warrants to purchase a total of 3,750,000 shares of common stock, KLM Consulting
owns 7,500,000 shares, representing 9.4% of our outstanding common stock.

         On November 12, 2004, we issued 5,000,000 units, each unit consisting
of one share of common stock, one series A warrant exercisable to purchase one
share of common stock at $0.20 per share on or before November 11, 2007, and one
series B warrant exercisable to purchase one-half share of common stock on or
before November 11, 2008, of which two series B warrants are exercisable to
purchase one share of common stock for $0.40, to EIB Capital Corp. Of the
$600,000 purchase price for the units, we received $305,000 on or about November
12, 2004, and $175,000 during the period from December through May of 2005. On
February 8, 2005, we increased the number of shares of common stock underlying
the series A warrants from 5,000,000 to 7,000,000 shares and the number of
shares underlying the series B warrants from 2,500,000 to 7,000,000 shares, and
extended the term of the series A warrants through February 7, 2008, and the
term of the Series B warrants through February 7, 2009. Additionally, we
included in the units series C warrants exercisable to purchase 360,000 shares
of common stock on or before February 7, 2009, of which ten series C warrants
are exercisable to purchase three shares of common stock for $0.60. As
consideration for the increase in the number of shares of common stock
underlying the series A and B warrants, the inclusion of the series C warrants
in the units and the grant of registration rights for the securities, EIB
Capital provided us with an undertaking in the amount of $700,000 to fund the
second payment due under our joint venture agreement with the First Institute of
Heilongjiang Province, China, and a commitment for $200,000 in working capital
to be made available upon mutually acceptable terms and conditions based upon
market conditions. On May 10, 2005, we cancelled and returned to treasury 20% of
the units issued to EIB Capital, leaving 4,000,000 units consisting of 4,000,000
shares of common stock, 5,600,000 shares of common stock underlying the series A
warrants, 5,600,000 shares of common stock underlying the series B warrants and
1,200,000 shares underlying the series C warrants included in the units. On June
23, 2005, we issued to EIB Capital for $120,000 in cash, or $0.12 per unit, an
additional 1,200,000 units, which units consist of 1,200,000 shares of common
stock, series A warrants exercisable to purchase 1,680,000 shares of common
stock on or before June 22, 2008, of which five series A warrants are
exercisable to purchase seven shares of common stock for $1.40, series B
warrants exercisable to purchase 1,680,000 shares of common stock on or before
June 22, 2009, of which five series B warrants are exercisable to purchase seven
shares of common stock for $2.80, and series C warrants exercisable to purchase
360,000 shares of common stock on or before June 22, 2009, of which ten series C
warrants are exercisable to purchase three shares of common stock for $0.60.
After giving effect to exercise of the series A, B and C warrants to purchase a
total of 16,120,000 shares of common stock, EIB Capital owns 21,320,000 shares,
representing approximately 24.8% of our outstanding common stock.


                                       47
<PAGE>
         On January 3, 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 at $0.45 per share, on or before January 2, 2007, to Mr. Jean
Guy Lambert for $300,000 in cash, or $0.15 per unit. After giving effect to
exercise of the warrants to purchase a total of 4,000,000 shares of common
stock, Mr. Lambert owns 6,000,000 shares, representing 8.1% of our outstanding
common stock.

         On March 29, 2005, we issued 1,333,333 units, each unit consisting of
1,333,333 shares of common stock and a warrant exercisable to purchase 666,667
shares of common stock at $0.35 per share on or before March 28, 2008, to Alpha
Capital Aktiengesellschaft for $200,000 in cash, or $0.15 per unit. On August 5,
2005, we issued to Alpha Capital a 5% secured convertible note in the principal
amount of $425,000, due August 5, 2006, convertible into 4,250,000 shares of
common stock at a fixed conversion price of $0.17 per share, which was
subsequently reduced to $0.10 per share, and class D warrants exercisable to
purchase 2,500,000 shares of common stock at $0.28 per share on or before August
5, 2009, for $425,000 in cash. On May 16, 2006, we issued 2,430,107 shares of
common stock to Alpha Capital pursuant to the agreement with the lenders. After
giving effect to exercise of the warrants and conversion of the note, Alpha
Capital owns 11,180,107 shares, representing approximately 12.0% of our
outstanding common stock.

         On August 4, 2005, we issued 500,000 shares of common stock to Inteco
Holdings, a corporation owned by Mr. Arthur Johnson, the President, the Chief
Executive Officer, the Chief Financial Officer, the Principal Accounting Officer
and a director, for services performed for us valued at $120,000, or $0.24 per
share. On January 1, 2006, we granted an option to Inteco Holdings exercisable
to purchase 1,000,000 shares of common stock at $0.08 per share on or before
January 1, 2009. After giving effect to exercise of the option, the 1,500,000
shares owned by Inteco Holdings represent approximately 2.1% of our outstanding
common stock.

         On August 4, 2005, we granted an option exercisable to purchase 500,000
shares of common stock at $0.02 per share on or before August 4, 2008, to Mr.
William T. Warden, Chairman of the Board of Directors and a director. On January
1, 2006, we granted an option to Mr. Warden exercisable to purchase 500,000
shares of common stock at $0.08 per share on or before January 1, 2009. After
giving effect to exercise of the options, Mr. Warden owns 1,000,000 shares,
representing 1.4% of our outstanding common stock.

         On August 4, 2005, we issued 2,000,000 shares of common stock to SDM
Consultant Corp. for business consulting services performed for us. On April 29,
2006, we issued 5,000,000 shares of common stock to SDM Consultant at a purchase
price of $0.015 per share for gross proceeds of $75,000. SDM Consultant owns
7,000,000 shares, representing 10% our outstanding shares, of common stock as of
the date of this report.

         On August 5, 2005, we issued to Whalehaven Capital Fund a 5% secured
convertible note in the principal amount of $200,000, due August 5, 2006,
convertible into 2,000,000 shares of common stock at a fixed conversion price of
$0.17 per share, which was subsequently reduced to $0.10 per share, and class D
warrants exercisable to purchase 1,176,471 shares of common stock at $0.28 per
share on or before August 5, 2009, for $200,000 in cash. On May 16, 2006, we
issued 516,129 shares of common stock to Alpha Capital pursuant to the agreement
with the lenders. After giving effect to exercise of the warrants and conversion
of the note, Alpha Capital owns 3,692,600 shares, representing approximately
5.1% of our outstanding common stock.

                                       48
<PAGE>
Item 13. 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.)

                                       49
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       50
<PAGE>
     4.12      Series A Stock Purchase Warrant dated January 3, 2005, of Jean
               Guy Lambert exercisable to purchase 2,000,000 shares of common
               stock at $0.30 per share through January 2, 2007. (Incorporated
               in this report by reference to exhibit 4.12 to the annual report
               on Form 10-KSB filed on May 20, 2005.)

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

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

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

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

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

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

                                       51
<PAGE>
     4.19      Series B Stock Purchase Warrant dated June 23, 2005, of EIB
               Capital Corp. exercisable to purchase 1,680,000 shares of common
               stock through June 22, 2009, of which five series B warrants are
               exercisable to purchase seven shares of common stock for $2.80.
               (Incorporated in this report by reference to exhibit 4.19 to the
               quarterly report on Form 10-QSB filed on September 21, 2005.)

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

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

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

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

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

     4.25*     Stock Option Agreement dated August 4, 2005, between Savoy
               Resources Corp. and William T. Warden as to 500,000 shares of
               common stock.

     4.26*     Stock Option Agreement dated January 1, 2006, between Savoy
               Resources Corp. and Inteco Holdings, Ltd., as to 1,000,000 shares
               of common stock.

     4.27*     Stock Option Agreement dated January 1, 2006, between Savoy
               Resources Corp. and Tinjian Chinaquantum Investment and Trade
               Co., Ltd., as to 1,000,000 shares of common stock.

     4.28*     Stock Option Agreement dated January 1, 2006, between Savoy
               Resources Corp. and Pagentry Place Investments, Ltd., as to
               1,000,000 shares of common stock.


                                       52
<PAGE>
     4.29*     Stock Option Agreement dated January 1, 2006, between Savoy
               Resources Corp. and William T. Warden as to 500,000 shares of
               common stock.

     4.30*     Stock Option Agreement dated January 1, 2006, between Savoy
               Resources Corp. and Coldway, Ltd., as to 500,000 shares of common
               stock.

     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.)

     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.)


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<PAGE>

     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 Sharples, on
               the other hand. (Incorporated in this report by reference to
               exhibit 10.11 to the annual report on Form 10-KSB filed on May
               20, 2005.)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    10.29      Settlement Agreement dated July 5, 2005, between Savoy Resources
               Corp. and Wall Street Investor Resources Corp. (Incorporated in
               this report by reference to exhibit 10.28 to the quarterly report
               on Form 10-QSB filed on November 22, 2005.)

    10.30      Settlement Agreement dated October 5, 2005, between Savoy
               Resources Corp. and Thomas J. Deutsch Law Corporation.
               (Incorporated in this report by reference to exhibit 10.28 to the
               quarterly report on Form 10-QSB filed on November 22, 2005.)

    10.31*     Executive Services Agreement dated as of January 1, 2006, between
               Savoy Resources Corp. and Arthur Johnson.

    10.32*     Consulting Agreement dated as of January 1, 2006, between Savoy
               Resources Corp. and Weiguo Lang.

    10.33*     Consulting Agreement dated as of January 1, 2006, between Savoy
               Resources Corp. and Patricia Cudd.

    10.34*     Agreement for Sale and Purchase of Shares in Heilongjiang Savoy
               Minerals Co. Limited dated March 31, 2006, between Savoy
               Resources Corp. and Black Dragon Resources Ltd.

    10.35*     Securities Purchase Agreement dated April 13, 2006, between Savoy
               Resources Corp. and SDM Consultant Corp. as to 5,000,000 shares
               of common stock.

    10.36*     Agreement By and Among Savoy Resources Corp., Alpha Capital
               Aktiengesellschaft, Whalehaven Capital Fund Limited, CMS Capital
               and Osher Capital, Inc. dated as of May 16, 2006.

    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.)


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

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

*Filed herewith.

         (b) No reports on Form 8-K were filed during the last quarter of the
fiscal year ended December 31, 2005.


Item 14. Principal Accountant Fees and Services.

         Stark, Winter, Schenkein & Co., LLP, independent registered public
accountants, of 7535 East Hampden Avenue, Suite 109, Denver, Colorado 80231,
served as our independent auditors for the fiscal year ended December 31, 2005.
We paid Stark, Winter, Schenkein $10,688 in fees for the year ended December 31,
2005, for professional services rendered for the audit of our annual financial
statements, the review of financial statements included in our quarterly reports
on Form 10-QSB and services that they normally provide in connection with
statutory and regulatory filings or engagements for that fiscal year.

         We established a separately-designated, standing audit committee in
January of 2004, which presently consists of all three members of our Board of
Directors. Under procedures established by the Board of Directors, the audit
committee pre-approves all audit and non-audit services performed by our
independent auditor to ensure that the provisions of these services do not
impair the auditor's independence.

         Each year, the audit committee reviews with management and the
independent auditor the types of services that are likely to be required
throughout the year. Those services are comprised of four categories, including
audit services, audit-related services, tax services and all other permissible
services. At that time, the audit committee pre-approves a list of specific
services that may be provided within each of these categories, and sets fee
limits for each specific service or project. Management is then authorized to
engage the independent auditor to perform the pre-approved services as needed
throughout the year, subject to providing the audit committee with regular
updates. The audit committee reviews all billings submitted by the independent
auditor on a regular basis to ensure that the services do not exceed pre-defined
limits. The audit committee reviews and approves in advance, on a case-by-case
basis, all other projects, services and fees to be performed by or paid to the
independent auditor. The audit committee also approves in advance any fees for
pre-approved services that exceed the pre-established limits, as described
above.

         Under company policy and/or applicable rules and regulations, the
independent auditor is prohibited from providing the following types of services
to us: o bookkeeping or other services related to our accounting records or
financial statements;

     o    financial information systems design and implementation;

     o    appraisal or valuation services, fairness opinions or
          contribution-in-kind reports;

     o    actuarial services;

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     o    internal audit outsourcing services;

     o    management functions;

     o    human resources;

     o    legal services;

     o    broker-dealer, investment advisor or investment banking services; and

     o    expert services unrelated to audit.


                                   SIGNATURES

         In accordance with Section 13 or 15(d) 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 22, 2006              By: /s/ Arthur Johnson
                                     -------------------------------------------
                                     Arthur Johnson, President, Chief Executive
                                     Officer, Chief Financial Officer and
                                     Principal Accounting Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the date indicated.



Date:  May 22, 2006                  /s/ Arthur Johnson
                                     -------------------------------------------
                                     Arthur  Johnson, President, Chief Executive
                                     Officer, Chief Financial  Officer,
                                     Principal Accounting Officer and  Director
                                    (Principal Executive, Financial  and
                                     Accounting Officer)


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