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, 2001

[ ]  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 Capital Investments, Inc.
          ------------------------------------------------------------
                 (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.)

        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)









<PAGE>




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. $8,057
                                                         ------

Of the 4,757,000 shares of voting stock of the registrant issued and outstanding
as of March 6, 2002, 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
                                                   ------    ------































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<PAGE>




                                     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 $8,050 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 Capital Investments 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 $8,050
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
Investments 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, 2002. 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.  Although  residential interest rates began climbing in 1999, declined
again in 2001 and only recently  stabilized at the current rate of approximately
6%, 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:

o    Increased consumer usage of the Internet;

o    The burgeoning of the real estate market;

o    Low interest rates; and

o    The impact of baby boomers on purchasing trends.

Over  the  past  five  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



                                        5
<PAGE>



associates, friends and other acquaintances. We may also advertise in newspapers
and via direct mail and telemarketing,  but have no plans to employ any of these
methods of marketing at the present time.  Since we have no prior  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 $8,050 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  $8,050 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
Capital Investments 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 Capital Investments, 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,



                                        7
<PAGE>




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
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 devotes  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  Capital  Investments  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
private  placement of common stock completed in August 2000 was  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.  We expect to require  the  services  of  EasyWeb  or another  independent
consultant in the future to maintain, enhance and/or modify our web site. Except
for EasyWeb or such other consultant, we have no plans to retain any consultants
or pay  consulting  fees to any person to  perform  services  for Savoy  Capital
Investments 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 Capital  Investments.  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 the date of this report,



                                        8
<PAGE>




we know of no legal  proceedings  to which we are a party or to which any of our
property is the subject,  which are pending,  threatened or  contemplated or any
unsatisfied judgments against us.


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,  2001,  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  6,  2002,  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  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  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 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 by Mr. Peterie and Ms.
Cudd  constitute  all  of  Savoy  Capital  Investment'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,

     o  Mr.  Peterie  was  an  executive   officer,   director  and  controlling
shareholder of Savoy Capital Investments and




                                        9
<PAGE>




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

     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  Capital  Investments has not  been  since  its
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 $8,050 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, 2001, we realized  $8,050 in referral
fees and $7 in interest  income and a net loss of $(30,254)  ($(.01) per share).
We realized referral fees of $8,050 and a net loss of $(16,184)($-0-  per share)
for the year ended  December 31, 2001.  For the year ended December 31, 2000, we
realized  $7 in  interest  income and a net loss of  ($9,570)  ($-0- per share).



                                       10
<PAGE>




Savoy Capital  Investment's net losses for the period from inception to December
31, 2001,  and the years ended  December 31, 2001,  and 2000,  are the result of
selling,  general and  administrative  expenses  and the very minimal or 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, 2002.  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.

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 $5,371 from sales of our common and
preferred  stock together with revenue  generated from our business,  may not be
sufficient  to finance  these and other  future  activities  and that it will 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:

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

     o  Future service revenues will be significant; or

     o  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:

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



                                       11
<PAGE>




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

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

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, 2001, Versus Year Ended December
--------------------------------------------------------------------------------
31, 2000
--------

     We have  realized  only $8,050 in referral  fees and $7 in interest  income
since our  inception on March 6, 1997.  We incurred a net loss of $(16,184)  for
the year ended  December 31, 2001, as compared to a net loss of $(9,570) for the
year ended  December 31, 2000,  because of $8,050 in referral fees and $(16,184)
in selling,  general and administrative expenses for the year ended December 31,
2001, as compared to $7 in interest income and $(9,570) in expenses for the year
ended December 31, 2000.

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

     As of December 31, 2001, we had total/current  assets comprised of cash and
cash equivalents in the amount of $5,371 and total/current  liabilities of $425.
Working  capital was $4,946 at  December  31,  2001.  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 very minimal assets and a deficit  accumulated during the
development stage of $(30,254),  our total  stockholders'  equity as of December
31, 2001,  was $4,946.  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:



                                       12
<PAGE>




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

     o  Our ability to enhance and improve our web site;

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

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

     Net cash used by  operating  activities  was  $(16,759)  for the year ended
December 31, 2001, because of the net loss of $(16,184) incurred during the year
and a $(575) decrease in accounts payable. For the year ended December 31, 2001,
net cash provided by financing  activities was $-0-.  Cash and cash  equivalents
decreased  by $(16,759)  from $22,130 at the  beginning of the year to $5,371 at
the end of the  year,  because  of the net loss  and the  decrease  in  accounts
payable.

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, 2001.....................................  F-2

Statements of Operations for the period from inception
  (March 6, 1997) to December 31, 2001, the year ended
  December 31, 2001, and the year ended December 31, 2000.................  F-3

Statements of Stockholders' Equity for the period
  from inception (March 6, 1997) to December 31, 2001.....................  F-4




                                       13
<PAGE>




Statements of Cash Flows for the period from inception
  (March 6, 1997) to December 31, 2001, the year ended
  December 31, 2001, and the year ended December 31, 2000.................  F-5

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


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 Capital  Investments
and business  experience of Mr.  Andrew N.  Peterie,  Sr., our sole director and
executive officer.

       Name                 Age                Positions with Company
-----------------------     ---     --------------------------------------------

Andrew N. Peterie, Sr.*      58     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 devotes approximately 50% of his
time to Savoy Capital  Investment'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  Capital  Investment'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



                                       15
<PAGE>




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,
2001.


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 Capital  Investments 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 Capital  Investments  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 devotes  approximately  50% of his
time to Savoy Capital Investment'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.





                                       16
<PAGE>




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.

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 Capital Investments.
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 Capital Investments, 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 6, 2002, 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




                                       17
<PAGE>




Patricia Cudd                                331,000 (5) (6)          6.96%
12441 West 49th Avenue, Suite #1-A
Wheat Ridge, Colorado  80033

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

     (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 6, 2002.

     (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  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  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 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 by Mr.  Peterie  and Ms.  Cudd  constitute  all of Savoy
Capital Investment'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



                                       18
<PAGE>




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  Capital  Investment's  accompanying
financial statements.

     Because of his present management positions with, organizational efforts on
behalf of and  percentage  share  ownership in, Savoy Capital  Investments,  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 Capital  Investments  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.  (Incorporated  in this  report  by
               reference  to  Exhibit  4.0 to the Annual  Report on Form  10-KSB
               filed April 3, 2001.)

     (b)    No  reports on Form 8-K  were filed  during the last quarter of  the
fiscal year ended December 31, 2001, 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 6, 2002                     By:          /s/ Andrew N. Peterie, Sr.
                                              ----------------------------------
                                              Andrew N. Peterie, Sr., President,
                                              Secretary, Treasurer and Director

     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 6, 2002                                  /s/ Andrew N. Peterie, Sr.
                                              ----------------------------------
                                              Andrew N. Peterie, Sr., President,
                                              Secretary, Treasurer and Director
























                                       20
<PAGE>
















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

                              Financial Statements

                                December 31, 2001






































<PAGE>












                                    CONTENTS




                                                                      Page


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                              F-1

BALANCE SHEET                                                         F-2

STATEMENTS OF OPERATIONS                                              F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                 F-4 to F-5

STATEMENTS OF CASH FLOWS                                              F-6

NOTES TO FINANCIAL STATEMENTS                                     F-7 to F-9




















<PAGE>















                    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,  2001,  and the related
statements of operations,  stockholders'  equity, and cash flows for the initial
period from inception  (March 6, 1997) to December 31, 2001, and for each of the
years ended  December  31, 2001 and 2000.  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 auditing standards  generally accepted
in the  United  States of  America.  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, 2001,  and the results of its  operations  and cash flows for
the period from  inception  (March 6, 1997) to December  31,  2001,  and for the
years ended December 31, 2001 and 2000, in conformity with accounting principles
generally accepted in the United States of America.



Denver, Colorado
February 5, 2002


                                                        PROFESSIONAL CORPORATION








                                       F-1
<PAGE>



                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                December 31, 2001



     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                     $   5,371
                                                                   ---------

         Total current assets                                          5,371
                                                                   ---------

         TOTAL ASSETS                                              $   5,371
                                                                   =========

     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                              $     425
                                                                   ---------

         Total current liabilities                                       425
                                                                   ---------

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, 2001 and 2000                                 4,757
     Additional paid-in capital                                       28,443
     Deficit accumulated during the development
         stage                                                       (30,254)
                                                                   ---------

                                                                       4,946
                                                                   ---------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $   5,371
                                                                   =========













    The accompanying notes are an integral part of the financial statements.
                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



                                                For the
                                              period from          For the            For the
                                               inception             year               year
                                            (March 6, 1997)          ended              ended
                                              December 31,        December 31,       December 31,
                                                  2001               2001               2000
                                            ----------------   ----------------   ----------------

<S>                                         <C>                <C>                <C>
REVENUE
     Referral fees                          $        8,050     $        8,050     $            -
     Interest income                                     7                  -                  7
                                            ----------------   ----------------   ----------------

        Total revenue                                8,057              8,050                  7

EXPENSES
     Selling, general and administrative            38,311             24,234              9,577
                                            ----------------   ----------------   ----------------

        Total expenses                              38,311             24,234              9,577
                                            ----------------   ----------------   ----------------

NET LOSS                                           (30,254)           (16,184)            (9,570)

Accumulated deficit

     Balance, beginning of period                        -            (14,070)            (4,500)
                                            ----------------   ----------------   ----------------

     Balance, end of period                 $      (30,254)    $      (30,254)    $      (14,070)
                                            ================   ================   ================

 BASIC NET LOSS PER SHARE                   $        (0.01)    $        (0.00)    $        (0.00)
                                            ================   ================   ================

WEIGHTED AVERAGE NUMBER OF
       SHARES OUTSTANDING                        4,575,393          4,757,000          4,606,464
                                            ================   ================   ================
</TABLE>












    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>



<TABLE>
<CAPTION>
                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
   For the initial period from inception (March 6, 1997) to December 31, 2001



                                                                                                         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






    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>



<CAPTION>
                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
   For the initial period from inception (March 6, 1997) to December 31, 2001



                                                                                                         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>
Net loss for the year ended
    December 31, 2001                   -     $        -             -     $        -    $        -    $  (16,184)   $   (16,184)
                               ------------   -----------   ------------   -----------   -----------   -----------   -------------

Balance, December 31, 2001        200,000     $    2,000     4,757,000     $    4,757    $   28,443    $  (30,254)   $     4,946
                               ============   ===========   ============   ===========   ===========   ===========   =============
</TABLE>

























    The accompanying notes are an integral part of the financial statements.
                                       F-5
<PAGE>



<TABLE>
<CAPTION>
                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                                For the
                                                              period from           For the             For the
                                                               inception             year                year
                                                           (March 6, 1997)          ended               ended
                                                            to December 31,       December 31,        December 31,
                                                                 2001                2001                2000
                                                           ----------------    ----------------    ----------------

<S>                                                        <C>                 <C>                 <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                             $      (30,254)     $      (16,184)     $       (9,570)
      Adjustments to reconcile
         net loss to net cash flows from
         operating activities:
            Increase (decrease) in accounts payable                   425                (575)              1,000
            Common stock issued for services                        4,500                   -                   -
                                                           ----------------    ----------------    ----------------

               Net cash flows from operating activities           (25,329)            (16,759)             (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 (DECREASE) IN CASH
         AND CASH EQUIVALENTS                                       5,371             (16,759)             22,130

 CASH AND CASH EQUIVALENTS,
         BEGINNING OF PERIOD                                            -              22,130                   -
                                                           ----------------    ----------------    ----------------

 CASH AND CASH EQUIVALENTS,
         END OF PERIOD                                     $        5,371      $        5,371      $       22,130
                                                           ================    ================    ================
</TABLE>












    The accompanying notes are an integral part of the financial statements.
                                       F-6
<PAGE>



                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001



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 fiscal year of the corporation is December 31.

     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 effect the amounts reported in these
     financial  statements and accompanying  notes.  Actual results could differ
     from those estimates.








                                      F-7
<PAGE>



                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001



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, 2001, 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, 2001,  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, 2001.

     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, 2001.

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












                                       F-8
<PAGE>



                         Savoy Capital Investments, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001



4.   Income Taxes
     ------------
     The Company has Federal net operating loss  carryforwards  of approximately
     $30,000  expiring  between the years 2012 through 2021.  The tax benefit of
     these net operating losses is approximately $5,700 and has been offset by a
     full allowance for  realization.  For the year ended December 31, 2001, the
     allowance  increased  by $3,000.  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  $5,371.  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-9