U.S. 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, 2000

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

      For the transition period from _______________________ to ________________


                                                Commission file number 000-32103
                                                                       ---------


                         Savoy Capital Investments, Inc.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)


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


4096 West Union Avenue, Denver, Colorado                              80236
--------------------------------------------                        ----------
 (Address of principal executive offices)                           (Zip Code)


Issuer's telephone number   (303) 798-0472
                            ---------------

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, $.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 X    No
                                                                  ---     ---

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. [X]

State issuer's revenues for its most recent fiscal year. $7
                                                         ---

Of the 4,757,000 shares of voting stock of the registrant issued and outstanding
as of March 23, 2001, 757,000 shares are held by non-affiliates.  Because of the
absence of an established trading market for the voting stock, the registrant is
unable to  calculate  the  aggregate  market  value of the voting  stock held by
non-affiliates as of a specified date within the past 60 days.

Transitional Small Business Disclosure Format: Yes      No X
                                                  ---     ---

                                        2
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                                     PART I

Item 1. Description of Business.

     (a) Business Development.

     Savoy Capital  Investments,  Inc., is a development-stage  company that was
organized  under  the laws of the State of  Colorado  on March 6,  1997.  We are
engaged in the online residential and commercial  mortgage  brokerage  business,
including  the  origination  of  new,   refinance,   second  mortgage  and  home
improvement   loans.   Our   web   site   on  the   Internet   is   located   at
http://www.savoyloans.com.  We are  concentrating  our marketing  efforts in the
area of  residential  mortgage  loans.  As of the date of this  report,  we have
generated  only $2,395 in revenue from referral fees in connection  with a small
number of residential  mortgage loans. Our executive offices are located at 4096
West  Union  Street,  Denver,  Colorado  80236.  Our  telephone  number is (303)
798-0472 and our facsimile number is (720) 283-9860.

     We received  gross  proceeds in the sum of $25,700 from the sale of a total
of  257,000  shares  of  common  stock,  representing  approximately  5% of  our
outstanding  shares of common stock as of the date of this report, to forty-five
persons.  The  offering  was  conducted  during the period  from June 26 through
August 18, 2000, pursuant to the exemption from registration with the Securities
and Exchange  Commission  provided  under Section 3(b) of the  Securities Act of
1933 and  Regulation A promulgated  under the  Securities  Act of 1933,  and the
exemption  with the  Colorado  Division of  Securities  afforded  under  Section
11-51-308(1)(p) of the Colorado Securities Act.

     On January 10, 2000,  Savoy  raised gross  proceeds in the amount of $5,000
from the sale of an aggregate of 200,000 shares of preferred stock, representing
all of our outstanding  shares of preferred stock as of the date of this report,
to Mr.  Andrew N. Peterie,  Sr., our sole  executive  officer and director,  and
Patricia Cudd,  Esq., sole  proprietor of Cudd & Associates,  our legal counsel.
Mr.  Peterie  paid cash in the amount of $4,760  ($.025 per share) and Ms.  Cudd
paid cash in the  amount of $240  ($.025 per  share),  for the  purchase  of the
shares.  The  sales of  preferred  stock to these two  individuals  were made in
reliance upon the exemption from  registration  with the Securities and Exchange
Commission provided by Section 4(2) of the Securities Act of 1933.

     See (b) "Business of 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 engaged in the online  residential and
commercial  mortgage  brokerage  business,  including  the  origination  of new,
refinance,  second  mortgage  and  home  improvement  loans;  concentrating  our
marketing  efforts in the area of residential  mortgage  loans.  Our offices are
located at 4096 West Union Avenue, Denver,  Colorado 80236. The telephone number

                                        3
<PAGE>

is (303)  798-0472  and the  facsimile  number is (720)  283-9860.  Our web site
address is http://www.savoyloans.com. To date, we have devoted substantially all
of our time and effort to  organizational  matters,  developing a business plan,
obtaining  financing and  establishing a web site. We have generated only $2,395
in revenue from referral fees in connection  with a small number of  residential
mortgage loans as of the date of this report.

     We limit the scope of our business to the United States.  However,  because
we market our services on the Internet,  the properties  financed may be located
anywhere in the United States.  As of this date, our revenue has been limited to
referral  fees  relating  to  a  small  number  of  residential  mortgage  loans
originated by others.  We anticipate  the  origination of loans by Savoy Capital
with national wholesale lenders,  primarily. We do not expect to be dependent on
one or a few national  wholesale lenders for the closing of our loans. We expect
that the steps that we take in processing  residential and commercial loans will
be identical to those taken by the many lending  institutions with which we will
compete,  except that we will not initially close any loans  in-house.  Further,
many of our competitors employ sizeable staffs of loan officers,  administrative
personnel and others to gather the required information;  complete the requisite
forms and other documents; and close the mortgage lending transactions.

     We have  not  originated  or  refinanced  any  loans as of the date of this
report.  Further,  because of this,  we are unable to  anticipate  the number of
loans that we may originate and/or  refinance or the aggregate  principal amount
of any prospective  loans during the year ended December 31, 2001. We may employ
agents in the future if we derive a sufficient level of revenue from operations;
however,  management intends to employ an administrative  employee, whose salary
is expected to be approximately  $25,000,  before  considering the employment of
any agents.

     Our mortgage  brokerage  business is substantially  impacted by the ongoing
fluctuation in mortgage interest rates. During the period from 1994 to 1996, the
mortgage  brokerage  business  decreased in response to rising mortgage interest
rates.  During the period from 1996 to 1998,  the  mortgage  brokerage  business
increased in response to falling  mortgage  interest  rates.  From 1996 to 1998,
residential  interest  rates  commenced  falling and  continued  their  downward
movement.  While residential  interest rates began climbing in 1999 and declined
only  recently to the current rate of  approximately  7.1%, we cannot be certain
that interest rates will continue at their present level or will not rise again.
Any increase in  residential  or commercial  interest rates could be expected to
have a substantial negative impact upon our ability to generate revenue.

     Mr. Andrew N. Peterie,  Sr., our sole executive  officer and director,  has
extensive  banking  experience  and,  during the period from 1984 through  1987,
experience as a  self-employed  mortgage broker or as a mortgage broker employed
by National  Western  Mortgage.  Mr.  Peterie's prior activities in the mortgage
brokerage  business  involved the employment of traditional  marketing  methods,
including newspaper advertising, direct mail and telemarketing. Accordingly, Mr.
Peterie has no previous  experience  in  employing  the  Internet as the primary
marketing tool to originate commercial and residential loans.

                                        4
<PAGE>

     We will  commence  the loan  origination  process  by  collecting  consumer
information,  transmitting  the  data  to  a  prospective  mortgage  lender  and
beginning a comprehensive, automated follow-up sales process. Through automating
the loan  generation  and  processing  procedure,  we expect  to have  available
instant  information  concerning the status of each prospective new,  refinance,
second mortgage or home improvement loan and the remaining steps necessary to be
taken in order to accomplish  loan approval.  We intend to communicate  with the
loan prospect and track the loan with the personnel of the prospective lender on
a continuous basis.

     Our  customized  web site is  located at  http://www.savoyloans.com  on the
Internet.  We intend to continuously  enhance and improve the  functionality and
features  of our web site  based  upon our  experience  in  operating  the site,
depending  upon the revenue that may be  available  from  time-to-time  for this
purpose,  and take steps to determine the best and most cost-effective  means of
advertising the site.

     We expect our business to be  favorably  impacted by the  following,  among
other, factors:

     *    Increased consumer usage of the Internet;

     *    The burgeoning of the real estate market;

     *    Low interest rates; and

     *    The impact of baby boomers on purchasing trends.

Over  the  past  four  years  approximately,  the  use  of the  Internet  in the
origination of loans has increased dramatically. This development is due in part
to the relaxation of traditional  underwriting criteria that has facilitated the
origination of new,  refinance,  second mortgage and other loans that previously
relied on a slow and laborious  process of acquiring  underwriting  information.
Employment of the Internet in the origination of mortgage loans involves, as the
initial step,  borrowers  seeking financing through the vehicle of the Internet.
The borrower would likely compare information available on web sites established
by lenders,  brokers or service  providers  offering  mortgage loans in order to
determine  whether to further pursue the origination of a loan with a particular
lender or broker. The origination of a loan could be initiated by the borrower's
downloading  documentation  pertaining  to the  loan,  such as loan  application
forms,  credit  authorizations  and disclosure  statements.  We believe that the
Internet is useful as a tool in originating  residential and commercial mortgage
loans,  but could not be  utilized  to close  loans.  However,  there is limited
statistical  and other  information  available  to us  regarding  the use of the
Internet to originate  and/or  close new,  refinance,  second  mortgage and home
improvement residential or commercial mortgage loans.

Marketing

     While we expect the bulk of Savoy's  business to be derived from  marketing
on the Internet,  we also expect to generate mortgage loans by  "word-of-mouth,"
realtors,  attorneys and other  traditional  sources.  The principal  sources of
loans originated by management through word-of-mouth are expected to be business
associates, friends and other acquaintances. We may also advertise in newspapers
and via direct mail and  telemarketing,  but have no present plans to employ any
of these  methods  of  marketing  at the  present  time.  Since we have no prior

                                        5
<PAGE>

experience  in the  employment  of the  Internet  to  originate  residential  or
commercial  mortgage  loans,  it is not feasible for us to predict the timing or
size of the results of our proposed  marketing efforts that will be necessary in
order  for us to  become  profitable.  We are  contemplating  the use of  online
banners,  text links and e-mail newsletters,  among other devices, in our online
marketing  strategy.  However,  our online marketing  strategy is in the initial
stage of  development  and none of these devices has been  implemented as of the
date of this report. Although we have generated $2,395 in referral fees, we have
no customers for our mortgage loan origination  services, as of the date of this
report.

Competition

     Through the date of this report,  we have not  originated or refinanced any
mortgage loans although we have realized  $2,395 in referral fees.  Accordingly,
we are an insignificant  factor in the mortgage brokerage industry.  Competition
in the residential and commercial  mortgage brokerage business is intense,  with
hundreds  of  lending   institutions   and  brokers   operating  in  the  Denver
metropolitan area alone. Many of these lenders enjoy name recognition within the
Denver  metropolitan  area  and/or  nationally  and have  financial,  personnel,
technical and other resources far exceeding our resources. Additionally, many of
these  organizations  with which we will be in competition  are  established and
most have far greater financial resources,  substantially greater experience and
larger  staffs than we do. For these  reasons,  we are  certain  that we will be
incapable of competing  with any of these  companies in the  foreseeable  future
except,  however,  to the extent to which any of these  lenders  and/or  brokers
operate marketing campaigns on the Internet. Although we believe that Savoy will
have a distinct  advantage in operating  on the  Internet,  we also believe that
there  will be an  increasing  number  of  lenders  and/or  brokers  seeking  to
originate new, refinance and second mortgage loans via the Internet. We hope, to
the extent practicable, to minimize our weaknesses, including, among others, our
undercapitalization,  cash  shortage,  limitations  with  respect to  personnel,
technological,  financial  and other  resources  and lack of a customer base and
market recognition, through our focus on the Internet; which eliminates the need
for  a  sizeable  facility  and  marketing  staff.  We  expect  to  face  strong
competition from both well-established companies and small independent companies
like us. In  addition,  our  business  may be  subject  to  decline  because  of
generally  increasing  costs  and  expenses  of  doing  business,  thus  further
increasing anticipated competition.  Additionally,  it is anticipated that there
may be  significant  technological  advances  in the  future and we may not have
adequate  creative  management  and  resources  to  enable  management  to  take
advantage of these advances.  The effect of any of these technological  advances
on Savoy, therefore, cannot be presently determined.

     There is limited  statistical  information  available to us  regarding  the
number of lenders  with which we will be competing on the Internet or the volume
of loans processed by these  institutions.  Further,  while management  believes
that the  impact  of the  Internet  on the  mortgage  lending  business  will be
significant,  verifiable,  quantifiable  statistical  and other  information  to
support  this  supposition  is  not  presently  available  to  the  best  of our
knowledge.

                                        6
<PAGE>

Intellectual Property

     We intend to rely on a combination of trademark, trade secret and copyright
laws to protect  our  intellectual  property,  although  we know that these laws
afford only limited  protection.  Despite our efforts to protect our proprietary
rights,  unauthorized  persons  may  attempt  to copy  aspects  of our web site,
including  organization,  information and sales mechanics,  or to obtain and use
information  that we  regard  as  proprietary,  such as the  technology  used to
operate our web site and our content. We have not filed an application to secure
registration  for our trademark,  "savoyloans.com,"  in the United States or any
other  country.   Any  encroachment  upon  our  proprietary   information,   the
unauthorized  use of our  trademark,  the use of a similar  name by a  competing
company or a lawsuit  initiated  against us for our  infringement  upon  another
company's proprietary information or improper use of their trademark, may affect
our ability to create brand name  recognition,  cause customer  confusion and/or
have a detrimental effect on our business.  Litigation or proceedings before the
U.S.  Patent and Trademark  Office may be necessary in the future to enforce our
intellectual  property rights,  to protect our trade secrets and domain name and
to determine  the validity and scope of the  proprietary  rights of others.  Any
litigation or adverse proceeding could result in substantial costs and diversion
of  resources  and could  seriously  harm our business  and  operating  results.
Finally,  if we  operate  internationally,  the  laws of many  countries  do not
protect  our  proprietary  rights  to as great an  extent  as do the laws of the
United States.

Government Regulation

     We are not currently subject to direct federal, state or local governmental
regulation other than regulations applicable to businesses generally or directly
applicable to electronic commerce.  We do not anticipate that we will be subject
to federal,  state or local  regulations  governing the mortgage  industry until
such  time as we  engage in the  closing  of  mortgage  loans.  However,  as the
Internet becomes increasingly  popular, it is possible that a number of laws and
regulations  may be adopted with respect to the  Internet.  These laws may cover
issues such as user privacy, freedom of expression, pricing, content and quality
of products and services,  taxation,  advertising,  intellectual property rights
and security of information.  Furthermore, the growth of electronic commerce may
prompt demand for more stringent  consumer  protection laws. Several states have
proposed  legislation  to limit the uses of personal user  information  gathered
online or require online  services to establish  privacy  policies.  The Federal
Trade  Commission has also initiated  action against at least one online service
regarding the manner in which  personal  information is collected from users and
provided  to  third  persons  and  has  proposed  regulations   restricting  the
collection  and use of  information  from  minors  online.  We do not  currently
provide individual personal information regarding our users to third persons and
we currently do not identify users by age.  However,  the adoption of additional
privacy or consumer  protection  laws could create  uncertainty  in usage of the
Internet  and reduce the demand for our  services or require us to redesign  our
web site.

     We are not certain how our business may be affected by the  application  of
existing  laws  governing  issues  such  as  property   ownership,   copyrights,
encryption and other intellectual property issues,  taxation,  libel, obscenity,
qualification  to do business and personal  privacy.  The vast majority of these
laws were adopted prior to the advent of the Internet.  As a result, they do not

                                        7
<PAGE>

contemplate   or  address  the  unique   issues  of  the  Internet  and  related
technologies.  Changes in laws  intended to address  these  issues  could create
uncertainty in the Internet  marketplace.  This uncertainty  could reduce demand
for our services,  increase the cost of doing business as a result of litigation
costs and/or increase service delivery costs.

Employees and Consultants

     As of the date of this  report,  we employ one  individual,  Mr.  Andrew N.
Peterie,  Sr., our  President,  Secretary,  Treasurer  and sole  director,  on a
part-time basis. Mr. Peterie,  who owns beneficially  approximately 84.1% of our
outstanding   common  stock,   has  served  in  those  positions   without  cash
compensation  since he became our sole executive officer and director on October
28, 1998. He plans to devote  approximately  50% of his time to our business and
affairs. For the foreseeable future, Mr. Peterie will receive no compensation in
any form for his services rendered to Savoy in all capacities.  Further, we have
no plans to adopt any  supplemental  benefits or incentive  arrangements  at the
present time. The funding totaling $25,700 received from our recently  completed
private  placement  of common  stock is  insufficient  to permit us to employ an
administrative employee in accordance with our plans. Accordingly,  we will only
employ this individual if our efforts to raise additional  capital in the future
are  successful.   We  retained  EasyWeb,  Inc.,  Englewood,   Colorado,  as  an
independent  consultant  to design and  maintain  our web site for one year.  We
expect to require EasyWeb's  services in the future to maintain,  enhance and/or
modify  our web  site.  Except  for  EasyWeb,  we have no  plans to  retain  any
consultants or pay consulting  fees to any person to perform  services for Savoy
in any capacity.


Item 2. Description of Property.

     We own no real or personal  property.  We maintain  our offices  rent-free,
pursuant to a verbal  arrangement,  at the business offices located at 4096 West
Union  Avenue,  Denver,  Colorado  80236,  of Mr.  Andrew N.  Peterie,  Sr., the
President,  the Secretary,  the Treasurer,  a director and an approximate  84.1%
shareholder  of Savoy.  We have made  arrangements  with Mr.  Peterie to use his
offices free of charge for the foreseeable  future.  We anticipate the continued
utilization  of these offices on a rent-free  basis until such time, if ever, as
we obtain sufficient funding from debt and/or equity financing and/or generate a
level  of  earnings  sufficient  to  enable  us to  rent  office  space  from an
independent  third party.  The space that we currently  occupy is expected to be
adequate  to  meet  our  foreseeable  future  needs  so  long  as we  are in the
development  stage.  Our  telephone  number is (303)  798-0472 and our facsimile
number is (720) 283-9860.


Item 3. Legal Proceedings.

     From time to time,  we may be  involved  in  litigation  relating to claims
arising out of our ordinary course of business. As of March 23, 2001, we know of
no legal  proceedings  to which Savoy is a party or to which any of our property
is the subject, which are pending, threatened or contemplated or any unsatisfied
judgments  against  Savoy.

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<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,  2000,  covered  by this  report,  to a vote of our  shareholders,
through our solicitation of proxies or otherwise.


                                     PART II

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

     (a) Market Information, Holders and Dividends.

     There has been no  established  public  trading market for our common stock
since  our  inception  on  March  6,  1997.  As of  March  23,  2001,  we had 75
shareholders of record of our 4,757,000  outstanding  shares of common stock. We
have never paid or  declared  any  dividends  on our common  stock and we do not
anticipate paying cash dividends in the foreseeable future.

     (b) Recent Sales of Unregistered Securities.

     On October 28, 1998, we issued and sold 4,294,000 shares of common stock to
Mr. Andrew N. Peterie, Sr., and 206,000 shares of common stock to Patricia Cudd,
Esq., in  consideration  for services  performed by Mr. Peterie valued at $4,294
($.001 per  share),  and legal  services  performed  by Ms.  Cudd valued at $206
($.001 per share), in connection with our organization.  On January 10, 2000, we
issued and sold  190,400  shares of  preferred  stock to Mr.  Peterie  and 9,600
shares of preferred stock to Ms. Cudd in consideration for $4,760 in cash ($.025
per  share) in Mr.  Peterie's  case and $240 in cash  ($.025  per  share) in Ms.
Cudd's case. Mr.  Peterie serves as our sole executive  officer and director and
he and  Ms.  Cudd  together  own  beneficially  4,331,000  shares,  representing
approximately 91% of the total number of outstanding  shares, of our outstanding
common stock as of the date of this report.  The shares of preferred stock owned
of record and beneficially by Mr. Peterie and Ms. Cudd constitute all of Savoy's
outstanding  shares of preferred stock. We relied,  in connection with the sales
of the shares,  upon the exemption  from  registration  with the  Securities and
Exchange  Commission  afforded by Section 4(2) of the Securities Act of 1933 and
the  exemption  from  registration  with the  Colorado  Division  of  Securities
promulgated  under Section  11-51-308(1)(p)  of the Colorado  Securities Act. To
make the  exemptions  available,  we relied upon the fact that the  issuance and
sale of the shares did not constitute a public securities offering together with
the fact that, at the time of the sales,

*    Mr. Peterie was an executive officer,  director and controlling shareholder
     of Savoy and

*    Cudd & Associates,  a sole  proprietorship  owned by Ms. Cudd,  was Savoy's
     legal counsel.

                                        9
<PAGE>

     During the period from June 26 through  August 18, 2000, we issued and sold
an aggregate of 257,000 shares of common stock to a total of forty-five persons,
all of whom,  except for one resident of the Republic of Northern  Ireland,  are
residents of the State of Colorado,  for cash consideration totaling $25,700. We
made the  sales  in  reliance  upon the  exemption  from  registration  with the
Securities and Exchange Commission provided under Section 3(b) of the Securities
Act of 1933 and Regulation A promulgated under the Securities Act of 1933 and in
reliance upon the exemption  with the Colorado  Division of Securities  afforded
under Section 11-51-308(1)(p) of the Colorado Securities Act. No underwriter was
employed in connection with the offering and sale of the shares.  The facts that
we relied upon to make the federal exemption  available  include,  among others,
the following:

     (i) The aggregate  offering  price for the offering of the shares of common
stock did not  exceed  $5,000,000,  less the  aggregate  offering  price for all
securities  sold  within  the twelve  months  before the start of and during the
offering in reliance upon Regulation A; and

     (ii) The fact that Savoy has not been since our inception:

          (a) Subject to the  reporting  requirements  of Section 13 or 15(d) of
     the Securities Exchange Act of 1934;

          (b) An  "investment  company"  within the  meaning  of the  Investment
     Company Act of 1940;

          (c) A development  stage company that either has no specific  business
     plan or purpose or has  indicated  that its business plan is to engage in a
     merger or acquisition with an unidentified  company or companies,  or other
     entity or person; or

          (d) Disqualified because of Securities Act Regulation Section 230.262.


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

General
-------

     We are  engaged  in  the  residential  and  commercial  mortgage  brokerage
business,  including the origination of new, refinance, second mortgage and home
improvement   loans;   concentrating  our  marketing  efforts  in  the  area  of
residential mortgage loans. We have generated only $2,395 in referral fees and a
net loss from  operations  through the date of this report.  For the period from
inception  (March 6, 1997) to  December  31,  2000,  we  realized $7 in interest
income and a net loss of $(14,070) (nil per share).  For the year ended December
31, 2000, we realized $7 in interest  income and a net loss of ($9,570) (nil per
share).  We  realized no revenue and a net loss of $-0- ($-0- per share) for the
year ended  December 31, 1999.  Savoy's net losses for the period from inception
to December 31, 2000,  and the year ended  December 31, 2000,  are the result of
selling,  general  and  administrative  expenses  and the lack of  revenue  from
operations. We are unable to predict the number or aggregate principal amount of
mortgage loans that we will be able to originate and, accordingly, the amount of
revenue that we will be able to generate, during our fiscal year ending December
31,  2001.  We will not  become  profitable  until we realize  revenue  from the
successful  origination  of the number of  mortgage  loans  required in order to
generate  revenue in excess of the amount of operating  expenses  that we incur.
Thus,  we are  expected  to continue  to realize a loss until  revenue  from the
origination of mortgage loans exceeds operating expenses, if ever.

                                       10
<PAGE>

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

     We intend to generate  revenue in the future  through the  enhancement  and
improvement  of  the  functionality  and  features  of  our  web  site  and  the
expenditure of funds for marketing,  advertising and/or promotion. We are unable
to calculate the cost of our plan of operations over the next twelve months.  We
believe that the unused  proceeds  aggregating  $30,700 from sales of our common
and preferred stock together with revenue generated from our business,  will not
be sufficient to finance  these and other future  activities  and that it may be
necessary to raise  additional funds through equity and/or debt financing in the
next twelve months.  The full  implementation of our business plan over the long
term is dependent upon our ability to raise significant  additional capital from
equity and/or debt financing and/or achieve profitable  operations.  Although we
intend to explore all available  alternatives for debt and/or equity  financing,
including,  but not limited to, private and public securities  offerings,  there
can be no  assurance  that we will be able to generate  any  additional  capital
whatsoever.  In the event that only limited additional financing is received, we
expect our  opportunities  in the  mortgage  brokerage  business  to be limited.
Further,  even if we succeed in  obtaining  the level of  funding  necessary  to
generate a commercial  level of sales through the improvement and enhancement of
our  Internet  site and the  expenditure  of  additional  funds  for  marketing,
advertising  and/or  promotion,  this will not ensure  that  operations  will be
profitable.

     The success of our Internet-based  mortgage brokerage business is dependent
upon our ability to originate a  significant  number of new,  refinance,  second
mortgage and/or home improvement loans. We cannot be certain that:

     *    We will achieve  commercial  acceptance for any of our services in the
          future;

     *    Future service revenues will be significant; or

     *    We  will  have   sufficient   funds   available  for  enhancement  and
          improvement of the  functionality  and features of our web site or for
          marketing, advertising and/or promotion.

The likelihood of our success will depend upon our ability:

     *    To raise  additional  capital  from equity  and/or debt  financing  to
          overcome the problems and risks described in this report;

     *    To absorb  the  expenses  and  delays  frequently  encountered  in the
          operation of a new business; and

     *    To succeed in the competitive environment in which we will operate.

                                       11
<PAGE>

Although we intend to explore all available  alternatives for equity and/or debt
financing,  including,  but  not  limited  to,  private  and  public  securities
offerings,  we cannot be certain that we will be able to generate any additional
capital.  We have no organized plan to raise additional capital and fund-raising
efforts have been minimal since the successful completion on August 18, 2000, of
our common stock  offering  pursuant to Regulation A under the Securities Act of
1933.  We do not expect the purchase of any  significant  equipment or to employ
any  individuals  for the next  twelve  months  unless  our  financial  position
improves significantly.  Our continuation as a going concern is dependent on our
ability to generate  sufficient  cash flow to meet our  obligations  on a timely
basis and ultimately to achieve profitability.

Results of Operations - Year Ended December 31, 2000, Versus Year Ended
December 31, 1999
--------------------------------------------------------------------------------

     We have realized only $7 in interest income since our inception on March 6,
1997.  We incurred a net loss of $(9,570) for the year ended  December 31, 2000,
as compared to a net loss of $-0- for the year ended December 31, 1999,  because
of $(9,577) in selling,  general and administrative  expenses for the year ended
December  31, 2000,  as compared to no expenses for the year ended  December 31,
1999.

Financial Condition, Capital Resources and Liquidity
----------------------------------------------------

     As of December 31, 2000, we had total/current  assets comprised of cash and
cash  equivalents  in the amount of $22,130  and  total/current  liabilities  of
$1,000.  Working capital was $21,130 at December 31, 2000. Our assets  represent
the balance of  proceeds of $25,700  received  from our  successful  offering of
257,000 shares of common stock pursuant to Regulation A under the Securities Act
of 1933 completed August 18, 2000, and proceeds of $5,000 received from the sale
of preferred stock to our sole executive officer and director and legal counsel.
As a result of our having  minimal assets and a deficit  accumulated  during the
development stage of $(13,070),  our total  stockholders'  equity as of December
31, 2000, was $22,130.  There can be no assurance  that our financial  condition
will improve.

     To date,  Savoy has been funded  through the sale of common stock for gross
proceeds in the amount of $25,700 and preferred  stock for gross proceeds in the
amount of $5,000. If we expend  significant funds to enhance and improve our web
site features and functionality and for marketing,  advertising and/or promotion
in  accordance  with  our  business  plan,  we may  experience  working  capital
shortages  until such time, if ever, as we are successful in raising  additional
capital  and/or  achieving  profitable  operations.  Should our efforts to raise
additional  capital  through  equity and/or debt financing  fail,  management is
expected to provide the necessary working capital so as to permit us to continue
as a going concern. Our future success will be dependent upon:

     *    Our ability to generate and consummate new, refinance, second mortgage
          and home improvement loans;

     *    Our ability to enhance and improve our web site;

     *    The continued acceptance of the Internet for the sale of services; and

     *    Our ability to develop and provide new services  that meet  customers'
          changing requirements.

                                       12
<PAGE>

     Net cash used by  operating  activities  was  $(8,570)  for the year  ended
December 31, 2000, because of the net loss of $(9,570) incurred during the year,
offset by an increase of $1,000 in accounts payable. For the year ended December
31, 2000,  net cash  provided by  financing  activities  was $30,700,  including
$25,700  received  from the sale of common stock  pursuant to Regulation A under
the Securities Act of 1933 and $5,000  received from the sale of preferred stock
to our sole  executive  officer and  director and legal  counsel.  Cash and cash
equivalents  increased  by  $22,130  from $-0- at the  beginning  of the year to
$22,130 at the end of the year, despite the net loss, because of stock sales.

Inflation
---------

     We believe that inflation has not had a material impact on our business.

Seasonality
-----------

     We do not believe that our business is seasonal.

Item 7. Financial Statements.

     The Financial Statements of Savoy Capital  Investments,  Inc., the Notes to
Financial  Statements  and the  Report  of  Independent  Public  Accountants  of
Comiskey & Company, P.C., independent certified 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 Accountants...................................     F-1

Balance Sheet as of December 31, 2000...............................     F-2

Statements of Operations for the initial period from inception
  (March 6, 1997) to December 31, 2000, the year ended
  December 31, 2000, and the year ended December 31, 1999...........     F-3

Statements of Stockholders' Equity for the initial period
  from inception (March 6, 1997) to December 31, 2000...............     F-4

Statements of Cash Flows for the initial period from inception
  (March 6, 1997) to December 31, 2000, the year ended
  December 31, 2000, and the year ended December 31, 1999...........     F-5

Notes to Financial Statements.......................................     F-6

                                       13
<PAGE>


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

     We had no  independent  accountant  prior to the  retention  of  Comiskey &
Company, P.C., 789 Sherman Street, Suite #440, Denver,  Colorado 80203, in March
2000. There has been no change in our independent  accountant  during the period
commencing with the retention of Comiskey & Company,  P.C.,  through the date of
this report.


                                    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 is the  name,  age,  positions  with  Savoy  and  business
experience  of Mr.  Andrew N.  Peterie,  Sr., our sole  director  and  executive
officer.

         Name              Age                Positions with Company
-----------------------   ----      --------------------------------------------
Andrew N. Peterie, Sr.*    56       President, Secretary, Treasurer and Director
-----------------------

     * May be deemed  to be our  "parent"  and  "promoter,"  as those  terms are
defined in the General Rules and Regulations under the Securities Act of 1933.


General

     Directors hold office until the next annual meeting of our shareholders and
until their  successors  have been  elected and qualify.  Officers  serve at the
pleasure  of  the  Board  of  Directors.  Mr.  Peterie  is  expected  to  devote
approximately  50% of his time to Savoy's business and affairs.  Set forth below
under  "Business   Experience"  is  a  description  of  Mr.  Peterie's  business
experience.  Except as otherwise  indicated below, all organizations  with which
Mr.  Peterie  is or  has  been  previously  employed,  affiliated  or  otherwise
associated, are not affiliated with us.

                                       14
<PAGE>

Business Experience

    Mr. Andrew N. Peterie,  Sr., our sole director and executive  officer, has
    ---------------------------
served as Savoy's President, Secretary, Treasurer and director since October 28,
1998.  Mr.  Peterie,  since February 1997, has served as the President and Chief
Executive Officer of A.P. Investments, Inc., Denver, Colorado, a consulting firm
owned by him and Ms. Patricia E. Peterie,  his spouse,  that provides assistance
with mergers, acquisitions and other business combinations to private and public
corporations. He served as the President, the Chief Executive Officer, the Chief
Financial Officer, the Secretary and a director of HomeSmart.com, Inc. (formerly
"CPC Office Systems,  Inc."), Cameron Park, California, a publicly-held operator
of an Internet real estate portal,  from  HomeSmart.com's  inception on July 14,
1995, through the date of his resignation in July 1999. From November 1995 until
his  resignation  in February  1999,  Mr.  Peterie  served as the sole executive
officer  and  director  of  Fisher  Television  Corporation  (formerly  "Storage
Systems,  Inc."), a public company.  He served,  from November 1995 through July
1998, as the Secretary and a director of Quest Net Corp.  (formerly "A.P. Sales,
Inc."), a public, Fort Lauderdale, Florida-based Internet service provider. From
June 1990 through  January 1998, he served as the President and Chief  Executive
Officer of A.P. Contracting,  Inc., Denver, Colorado, a closely-held corporation
engaged  in the  marketing,  installation  and  servicing  of filing  and office
equipment.  Mr.  Peterie,  from July 1994  through  August  1996,  served as the
President  and a  director  of A.P.  Office  Equipment,  Inc.,  a  publicly-held
distributor  of office and filing  equipment  with offices in Denver,  Colorado.
From May 1994 through May 1996,  he was the  President  and a director of R.P.H.
Financial,  Inc., a public Denver,  Colorado,  corporation  with which he has no
further  association.  Mr.  Peterie served as an officer and director of Liberty
Services Corp.,  Denver,  Colorado,  during the period from January 1994 through
the date of his  voluntary  resignation  in May 1994. He served as the Treasurer
and a director of SureWest Management, Inc., a privately-held,  Denver, Colorado
company  with plans to engage in the  insurance  business,  from  April  through
August 1994, when he voluntarily resigned. Mr. Peterie served in the position of
Secretary/Treasurer   of  Gaensel   Gold   Mines,   Inc.,   a  public,   Denver,
Colorado-based  corporation,  from July 1988 through May 1994. From 1988 through
1991,  Mr.  Peterie  served  as the  President  of  O.P.  Investments,  Inc.,  a
closely-held, Denver, Colorado-based consulting firm specializing in the area of
mergers,  acquisitions  and  business  combinations.  He  was  employed  as  the
President of Chavez Industrial Bank, Denver,  Colorado,  from 1987 through 1988.
During 1987,  Mr.  Peterie was employed by National  Western  Mortgage,  Denver,
Colorado,  as a commercial and residential  loan broker.  During the period from
1984 through 1986, he was  self-employed  as a commercial and  residential  loan
broker operating in the Denver,  Colorado,  area. He was employed in the banking
industry  in  various  capacities,  including  bank  and loan  officer  and loan
collector,  from July 1965 through February 1984. The highest  positions held by
Mr.  Peterie  during this period were  President,  Chief  Executive  Officer and
director of First  National Bank of Aurora,  N.A.,  Omnibank Banks (now KeyBank,
N.A.) and an officer of AVCO Financial  Services.  He attended the University of
Southern Colorado, Pueblo, Colorado, from 1962 to 1963.

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

     Section  16(a) of the  Securities  and  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%
shareholders are required by the Securities and Exchange Commission  regulations
to  furnish us with  copies of all  Section  16(a)  reports  they  file.  To our
knowledge,  Mr. Peterie,  our sole executive officer,  director and greater than
10%  beneficial  owner of our common stock,  has complied with the Section 16(a)
filing requirements  applicable to him during our fiscal year ended December 31,
2000.

                                       15
<PAGE>

Item 10. Executive Compensation.

     No cash  compensation  has been awarded to, earned by or paid to Mr. Andrew
N. Peterie, Sr., our President,  Secretary, Treasurer and sole director, for all
services  rendered in all  capacities  since he became an executive  officer and
director of Savoy on October 28, 1998. For the foreseeable  future,  Mr. Peterie
will  receive no  compensation  in any form for his  services  performed  in all
capacities  for us. We issued and sold  4,294,000  shares of common stock to Mr.
Peterie on October 28, 1998, in consideration  for services  performed by him in
organizing  Savoy  valued at $4,294.  In  addition,  we issued and sold  190,400
shares of preferred  stock to Mr. Peterie on January 10, 2000, in  consideration
for  $4,760  in  cash.  Mr.  Peterie  holds no  option  to  purchase  any of our
securities. He plans to devote approximately 50% of his time to Savoy's business
and affairs.

     We  do  not  provide  our  officers  or  employees   with  pension,   stock
appreciation rights, long-term incentive or other plans and have no intention of
implementing any of these plans for the foreseeable  future.  In the future,  we
may offer stock options to prospective employees and/or consultants; however, no
options have been granted as of the date of this report.  It is possible that in
the future we may  establish  various  executive  incentive  programs  and other
benefits,  including  reimbursement for expenses incurred in connection with our
operations, company automobiles and life and health insurance, for our executive
officers and directors,  but none has yet been granted.  The provisions of these
plans and benefits will be at the discretion of our Board of Directors.

     Under  Colorado law and  pursuant to our Amended and  Restated  Articles of
Incorporation,  our  officers  and  directors  may be  indemnified  for  various
expenses and damages resulting from their acting in those capacities. Insofar as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted  to our officers or directors  pursuant to those  provisions,  we have
been informed by our counsel that, in the opinion of the Securities and Exchange
Commission,  this  indemnification  is against public policy as expressed in the
Securities Act of 1933, and is therefore unenforceable.

Compensation of Directors

     We have no standard arrangements for compensating our directors.

Employment Agreements

     We  have  no  employment  agreement  with  Mr.  Andrew  Peterie,  Sr.,  our
President,  Secretary,  Treasurer and Director. In the future, we may enter into
an employment agreement with Mr. Peterie and/or future executive officers.

                                       16
<PAGE>

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 the best  interests  of Savoy.  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,  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 of 1933, 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 March 23, 2001, by each shareholder  known by us to be
the  beneficial  owner of more than five per cent 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  shareholder  named in the table has sole voting and
investment power with respect to the shares beneficially owned.

                                              Common
                                              Shares               Percentage
        Name and Address of                Beneficially                of
         Beneficial Owner                    Owned (1)              Class (1)
------------------------------------     ------------------       --------------

Andrew N. Peterie, Sr. (2)               4,000,000 (3)(4)           84.09%
4096 West Union Avenue
Denver, Colorado  80236

Patricia Cudd                              331,000 (5)(6)            6.96%
1120 Lincoln Street, Suite #1507
Denver, Colorado  80203

All directors and executive officers     4,000,000 (3)(4)           84.09%
as a group (one person)

                                       17
<PAGE>


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

     (1)  Represents  the number of shares of common  stock  owned of record and
beneficially  by each  named  person  or group,  expressed  as a  percentage  of
4,757,000 shares of our common stock outstanding as of March 23, 2001.

     (2) Sole executive officer and member of our Board of Directors.

     (3) Includes  2,000 shares of common stock owned of record by Ms.  Patricia
E. Peterie, Mr. Peterie's spouse; does not include 31,250 shares of common stock
owned of record by each of Mr. Andrew N. Peterie,  Jr., and Ms. Deseri  Peterie,
Mr. Peterie's adult son and daughter-in-law (a total of 62,500 shares).

     (4) Does not include  190,400 shares of preferred stock owned of record and
beneficially by Mr. Peterie.

     (5)  Includes  125,000  shares of common  stock owned of record by Patricia
Cudd, Esq., as custodian for Mr. Ryan P. Cudd, her minor child.

     (6) Does not include  9,600 shares of  preferred  stock owned of record and
beneficially by Ms. Cudd.


Item 12. Certain Relationships and Related Transactions.

     On October 28, 1998, we issued and sold 4,294,000 shares of common stock to
Mr. Andrew N. Peterie, Sr., in consideration for services in connection with our
organization  performed by Mr.  Peterie  valued at $4,294  ($.001 per share) and
206,000  shares of common stock to Patricia  Cudd,  Esq., in  consideration  for
legal services relating to our organization performed by Ms. Cudd valued at $206
($.001 per share).  On January 10, 2000,  we issued and sold  190,400  shares of
preferred  stock to Mr. Peterie in  consideration  for $4,760 in cash ($.025 per
share) and 9,600 shares of  preferred  stock to Ms. Cudd for $240 in cash ($.025
per share). Mr. Peterie serves as our sole executive officer and director and he
and Ms.  Cudd,  owner of Cudd &  Associates,  our legal  counsel,  together  own
beneficially  4,331,000  shares,  representing  approximately  91% of the  total
number of outstanding shares, of our common stock as of the date of this report.
The shares of preferred  stock owned of record and  beneficially  by Mr. Peterie
and Ms. Cudd constitute all of Savoy's outstanding shares of preferred stock.

     We maintain our offices rent-free pursuant to a verbal arrangement with Mr.
Peterie,  our President,  Secretary,  Treasurer,  sole director and  approximate
84.1%  shareholder,  at his business  offices located at 4096 West Union Avenue,
Denver, Colorado 80236. We have valued this office arrangement at nominal value.
Accordingly, it does not impact Savoy's accompanying financial statements.

                                       18
<PAGE>

     Because of his present management positions with, organizational efforts on
behalf of and percentage share ownership in, Savoy, Mr. Peterie may be deemed to
be our "parent" and "promoter," as those terms are defined in the Securities Act
of 1933 and the  applicable  Rules and  Regulations  under the Securities Act of
1933. Because of the above-described  relationships,  transactions between Savoy
and Mr.  Peterie,  such as our sales of  common  and  preferred  stock to him as
described above, should not be considered to have occurred at arm's-length.


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
------  --------------------------------------------------------------------
3.1     Articles of Incorporation of Savoy 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 December 8, 2000.)

3.2     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 December 8, 2000.)

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 December 8, 2000.)

4.0*    Form of stock certificate.
------------------

     *Filed with this report.

     (b) No reports on Form 8-K were filed during the last quarter of the fiscal
year ended December 31, 2000, covered by this report.

                                       19
<PAGE>

                                   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 CAPITAL INVESTMENTS, INC.


Date:  March 23, 2001                   By: /s/ Andrew N. Peterie
                                            ----------------------------------
                                            Andrew N. Peterie, Sr., President,
                                            Secretary and Treasurer

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


Date:  March 23, 2001                       /s/ Andrew N. Peterie
                                            ---------------------------
                                            Andrew N. Peterie, Sr., President,
                                            Secretary, Treasurer and Director

                                       20
<PAGE>
                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)

                              Financial Statements

                                December 31, 2000


<PAGE>

                                    CONTENTS

                                                        Page
                                                        ----

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                 F-1

BALANCE SHEETS                                           F-2

STATEMENTS OF OPERATIONS                                 F-3

STATEMENT OF STOCKHOLDERS' EQUITY                        F-4

STATEMENTS OF CASH FLOWS                                 F-5

NOTES TO FINANCIAL STATEMENTS                            F-6 to F-8


<PAGE>


Comiskey & Company
Professional Corporation


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



The Board of Directors and Stockholders of
Savoy Capital Investments, Inc.


We have audited the  accompanying  balance sheet of Savoy  Capital  Investments,
Inc. (a  development  stage  company) as of December 31,  2000,  and the related
statements of operations,  stockholders'  equity, and cash flows for the initial
period from inception  (March 6, 1997) to December 31, 2000, and for each of the
years ended  December  31, 2000 and 1999.  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 generally accepted auditing standards.
Those standards  require that we plan and perform the audit 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  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,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Savoy Capital Investments, Inc.
as of December 31, 2000,  and the results of its  operations  and cash flows for
the period from  inception  (March 6, 1997) to December  31,  2000,  and for the
years ended December 31, 2000 and 1999, in conformity  with  generally  accepted
accounting principles.


Denver, Colorado
January 14, 2001
                                                       Comiskey & Co.
                                                       PROFESSIONAL CORPORATION

                   Certified Public Accountants & Consultants
                789 Sherman Street - Suite 440 - Denver, CO 80203
    (303) 830-2255 - Fax (303) 830-0876 - info@comiskey.com - www.comiskey.com


                                       F-1
<PAGE>


                        Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                                 BALANCE SHEET

     ASSETS                                                         December 31,
                                                                        2000
                                                                     -----------
CURRENT ASSETS
     Cash and cash equivalents                                         $ 22,130
                                                                       --------

         Total current assets                                            22,130
                                                                       --------

         TOTAL ASSETS                                                  $ 22,130
                                                                       ========

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                  $  1,000
                                                                       --------

         Total current liabilities                                        1,000
                                                                       --------

STOCKHOLDERS' EQUITY
     Preferred stock, $0.01 par value; 10,000,000
         shares authorized; 200,000 shares issued and
         outstanding                                                      2,000
     Common stock, $0.001 par value; 100,000,000 shares
         authorized; 4,757,000 shares issued and outstanding
         at December 31, 2000; 4,500,000 shares issued and
         outstanding at December 31, 1999                                 4,757
     Additional paid-in capital                                          28,443
     Deficit accumulated during the development
         stage                                                          (13,070)
                                                                       --------

                                                                         22,130
                                                                       --------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 23,130
                                                                       ========

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

                                      F-2

<PAGE>

<TABLE>
                        Savoy Capital Investments, Inc.
                         (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                      For the initial period from inception
                      (March 6, 1997) to December 31, 2000
<CAPTION>


                                             For the         For the       For the
                                           period from        year          year
                                           inception to       ended         ended
                                           December 31,   December 31,   December 31,
                                               2000           2000          1999
                                           ------------   ------------   ------------

<S>                                        <C>            <C>            <C>
INTEREST INCOME                            $         7    $         7    $         -

EXPENSES
     Selling, general and administrative        14,077          9,577              -
                                           ------------   ------------   ------------

        Total expenses                          14,077          9,577              -
                                           ------------   ------------   ------------

NET LOSS                                       (14,070)        (9,570)             -

Accumulated deficit

     Balance, beginning of period                    -         (4,500)        (4,500)
                                           ------------   ------------   ------------

     Balance, end of period                $   (14,070)   $   (14,070)   $    (4,500)
                                           ============   ============   ============

 BASIC NET LOSS PER SHARE                  $      (NIL)   $      (NIL)   $         -
                                           ============   ============   ============

WEIGHTED AVERAGE NUMBER OF
       SHARES OUTSTANDING                    4,527,912      4,606,464      4,500,000
                                           ============   ============   ============
</TABLE>


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

                                      F-3
<PAGE>


<TABLE>

                        Savoy Capital Investments, Inc.
                         (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY
                     For the initial period from inception
                      (March 6, 1997) to December 31, 2000
<CAPTION>

                                                                                              Deficit
                                   Preferred stock          Common stock                    accumulated
                                ---------------------   ---------------------   Additional  during the        Total
                                Number of                Number of               paid-in    development    stockholders'
                                 shares      Amount       shares      Amount     capital       stage          equity
                                ---------   ---------   ---------   ---------   ---------   -----------    -------------

<S>                             <C>         <C>         <C>         <C>         <C>         <C>            <C>
Common stock issued for
     services, March 6, 1997
     at $0.001 per share                -   $       -   4,500,000   $   4,500   $       -   $         -    $       4,500

Net loss for the period ended
    December 31, 1997                   -           -           -           -           -        (4,500)          (4,500)
                                ---------   ---------   ---------   ---------   ---------   ------------   -------------

Balance, December 31, 1997              -           -   4,500,000       4,500           -        (4,500)               -

Net loss for the year ended
    December 31, 1998                   -           -           -           -           -             -                -
                                ---------   ---------   ---------   ---------   ---------   ------------   -------------

Balance, December 31, 1998              -           -   4,500,000       4,500           -        (4,500)               -

Net loss for the year ended
    December 31, 1999                   -           -           -           -           -             -                -
                                ---------   ---------   ---------   ---------   ---------   ------------   -------------

Balance, December 31, 1999              -           -   4,500,000       4,500           -        (4,500)               -

Preferred stock issued for
     cash, January 14, 2000
     at $0.025 per share          200,000       2,000           -           -       3,000             -            5,000

Common stock issued for
     cash, July & August 2000
     at $0.10 per share                 -           -     257,000         257      25,443             -           25,700

Net loss for the year ended
    December 31, 2000                   -           -           -           -           -        (9,570)          (9,570)
                                ---------   ---------   ---------   ---------   ---------   ------------   -------------

Balance, December 31, 2000        200,000   $   2,000   4,757,000   $   4,757   $  28,443   $   (14,070)   $      21,130
                                =========   =========   =========   =========   =========   ============   =============
</TABLE>


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

                                      F-4


<PAGE>


<TABLE>

                           Savoy Capital Investments
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                     For the initial period from inception
                      (March 6, 1997) to December 31, 2000
<CAPTION>

                                                              For the        For the          For the
                                                            period from       year             year
                                                            inception to      ended            ended
                                                            December 31,    December 31,     December 31,
                                                               2000            2000             1999
                                                            ------------    ------------    -------------

 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                         <C>              <C>            <C>
     Net loss                                               $ (14,070)       $  (9,570)     $          -
     Adjustments to reconcile
        net loss to net cash flows from
        operating activities:
           Increase in accounts payable                         1,000            1,000
           Common stock issued for services                     4,500                -                 -
                                                            ------------    ------------    -------------

               Net cash flows from operating activities        (8,570)          (8,570)                -

CASH FLOWS FROM INVESTING ACTIVITIES                                -                -                 -

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of common stock                                  25,700           25,700                 -
     Issuance of preferred stock                                5,000            5,000                 -
                                                            ------------    ------------    -------------

               Net cash flows from financing activities        30,700           30,700                 -
                                                            ------------    ------------    -------------

NET INCREASE IN CASH
        AND CASH EQUIVALENTS                                   22,130           22,130                 -

CASH AND CASH EQUIVALENTS,
        BEGINNING OF PERIOD                                         -                -                 -
                                                            ------------    ------------    -------------

CASH AND CASH EQUIVALENTS,
        END OF PERIOD                                       $  22,130        $  22,130      $          -
                                                            ============    ============    =============

</TABLE>


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

                                      F-5

<PAGE>

                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000

1.   Summary of Significant Accounting Policies
     Development Stage Company
     Savoy  Capital  Investments,   Inc.  (a  development  stage  company)  (the
     "Company")  was  incorporated  under the laws of the State of  Colorado  on
     March 6, 1997. The principal  office of the  corporation is 4096 West Union
     Avenue, Denver, Colorado 80236.

     The Company  proposes to engage in the residential and commercial  mortgage
     brokerage business,  including the origination of new, refinance and second
     mortgage  loans;  concentrating  its  marketing  efforts  in  the  area  of
     residential  mortgage  loans.  The  Company  is a  new  enterprise  in  the
     development stage as defined by Statement No. 7 of the Financial Accounting
     Standards   Board  and  has  not  engaged  in  any   business   other  than
     organizational  efforts.  It has no  full-time  employees  and owns no real
     property.

     Accounting Method
     The Company records income and expenses on the accrual method.

     Fiscal Year
     The board of directors shall establish the fiscal year of the corporation.

     Loss per Share
     Loss per share was  computed  using the weighted  average  number of shares
     outstanding during the period. Shares issued to insiders in anticipation of
     a public offering have been accounted for as outstanding since inception.

     Organization Costs
     Costs to incorporate the Company are charged to expense as incurred.

     Financial Instruments
     Unless  otherwise  indicated,  the fair  value of all  reported  assets and
     liabilities that represent  financial  instruments  (none of which are held
     for trading purposes) approximate the carrying values of such amount.

     Statements of Cash Flows
     For purposes of the  statements  of cash flows,  the Company  considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Use of Estimates
     The  preparation of the Company's  financial  statements in conformity with
     generally accepted accounting  principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial  statements and accompanying  notes.  Actual results could differ
     from those estimates.
                                       F-6
<PAGE>



                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000



1.   Summary of Significant Accounting Policies (continued)
     Consideration of Other Comprehensive Income Items
     SFAS 130 - Reporting  Comprehensive  Income,  requires companies to present
     comprehensive income (consisting  primarily of net income plus other direct
     equity  changes  and  credits)  and its  components  as  part of the  basic
     financial  statements.  For the year ended December 31, 2000, the Company's
     financial statements do not contain any changes in equity that are required
     to be reported separately in comprehensive income.

     Stock Basis
     Shares of  common  stock  issued  for  other  than cash have been  assigned
     amounts  equivalent to the fair value of the service or assets  received in
     exchange.

2.   Stockholders' Equity
     Common Stock
     As of December 31, 2000,  100,000,000  shares of the  Company's  $0.001 par
     value common stock had been authorized,  of which 4,757,000 were issued and
     outstanding. Of the common stock, 4,500,000 shares were issued for services
     valued at $4,500.  The other  257,000  shares were issued for cash totaling
     $25,700.

     Preferred Stock
     On  January  14,  2000,  200,000  shares of the  Company's  $0.01 par value
     preferred stock were issued for $5,000 cash.

     The preferred stock is non-voting. The holders of the preferred stock, as a
     group,  have the right to receive,  pro rata, an annual  dividend of 10% of
     the adjusted gross income from the annual corporate income tax return.  The
     preferred  stock  also  has a 10%  preference  in  the  liquidation  of the
     Company.

3.   Related Party Transactions
     One  shareholder  is acting as officer and director of the Company,  and is
     the owner of  approximately  4,000,000 shares of its issued and outstanding
     common stock,  constituting  approximately  84% of the Company's issued and
     outstanding common stock at December 31, 2000.

     The sole officer of the Company is also the owner of 190,400  shares of its
     issued and outstanding preferred stock,  constituting  approximately 95% of
     the Company's issued and outstanding preferred stock at December 31, 2000.

     Officers and directors are reimbursed for all out-of-pocket expenses.

                                       F-7
<PAGE>


4.   Income Taxes
     The Company has Federal net operating loss  carryforwards  of approximately
     $14,000  expiring  between the years 2012 through 2020.  The tax benefit of
     these net operating losses is approximately $2,700 and has been offset by a
     full  allowance  for  realization.  This  carryforward  may be limited upon
     consummation of a business combination under IRC Section 381.

5.   Presentation as a Going Concern
     The Company has minimal  capital with which to implement its business plan.
     It has current  assets in the form of cash totaling  $22,130.  In the event
     this is insufficient  capital to finance the Company's  plans,  the Company
     will  need to seek  additional  financing.  Although  there  are no  formal
     agreements in place to provide  future  financing,  management  anticipates
     that interim funding from the Company's founders will be available over the
     next year of operations.

                                       F-8