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: 0-32795


                                FOXY JEWELRY, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

               NEVADA                               88-0442629
     -------------------------------        ----------------------------
     (State or other jurisdiction of        (IRS Employer Identification
      incorporation or organization)         Number)

             2620 So. Maryland Parkway, #402, Las Vegas, Nevada  89109
             -----------------------------------------------------------
             (Address of principal executive offices)        (Zip Code)

                   Issuer's telephone number (702) 471-7106
                                             --------------

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

Title of each class registered:  None      Name of each exchange on which
                                           registered:  None

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

                          Common Stock, par value $.001
                          -----------------------------
                                (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 [ ]

                                       1

<PAGE>

     Check if no disclosure of delinquent filers in response to Item 405
of Regulation S-B is 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. [ ]

     State issuer's revenues for its most recent fiscal year.  $1,850.

     Based on the average if the closing bid and asked prices of the issuer's
common stock on December 31, 2001, the aggregate market value of the voting
stock held by non-affiliates of the registrant on that date was $30,831.00.

     As of December 31, 2001, the issuer had 2,027,700 shares of common
stock outstanding.

     Documents incorporated by reference:  See Item 13. Exhibits and Reports
on Form 8-K in Part III

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


                                       2


<PAGE>


                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................14
    Item 3.  Legal Proceedings.............................................14
    Item 4.  Submission of Matters to a Vote of Security Holders...........14

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......15
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....17
    Item 7.  Financial Statements..........................................15
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................20

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................20
    Item 10. Executive Compensation........................................22
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................12
    Item 12. Certain Relationships and Related Transactions................23
    Item 13. Exhibits and Reports on Form 8-K..............................24

SIGNATURES   ..............................................................25



                           Forward-Looking Statements

This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact.  The
forward-looking  statements are often identifiable by their use of words such
as "may," "expect," "believe," "anticipate," "intend," "could," "estimate," or
"continue," "Plans" or the negative or other variations of those or comparable
terms.  Our actual results could differ materially from the anticipated results
described in the forward-looking statements.  Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and included
elsewhere in this report.







                                       3

<PAGE>



                                PART I

Item 1.  Description of Business.

A.  Business Development, Organization and Acquisition Activities

Foxy Jewelry, Inc., a Nevada Corporation ("foxyjewelry.com") or ("Foxy")
or the ("Company") or the ("Registrant") is a development stage company,
which was incorporated December 12, 1997.  The Company was originally
going to be involved in the acquisition of rental properties.  Although
there was some effort to conduct real estate business during this time
there were no transactions or agreements during this period.  On June 7,
1998, Mike Fox took control of the company and changed the name to Foxy
Jewelry in order to pursue the current business plan.

The Company was organized December 12, 1997 as The Business Inn.  The
Company began activities to acquire hotel and apartment complex properties.
The company was unsuccessful in acquiring any property or conduct any
business.  In June, 1998, the company decided to go into the jewelry
business.  In June, 1999, the Company began planning to raise funds through
a 504 public offering in the State of Nevada.  After several months of
preparation the Company filed the necessary forms with the State on April
13, 2000.  The registration statement became effective 5/31/00.  The
Company raised approximately $26,000 during their Direct Public Offering
("DPO") and began configuring a web site to market jewelry on the Internet.

1)  Principal Products, Services and Principal Markets.

a) Custom design jewelry primarily on a retainer basis to customers who
have loose stones or have a desire to own a unique one of a kind type of
ring, bracelet, necklace, etc.  Custom pieces will also be made out of
loose stones that the Company will take on consignment from individuals
who have these stones and wish to maximize their profit on their resale.
These pieces will either be manufactured by the company's own personnel
utilizing company equipment or sub contracted out to other manufacturers.
Mr. Fox has been trained to design and make jewelry and the Company
currently has the necessary equipment and tools to create custom designs.
Manufacturing to this point has been sub-contracted out.  The equipment
necessary for small scale manufacturing would cost the Company approximately
$12,500.  The Company may or may not make this investment in equipment
depending upon future sales and the economics of in house manufacturing.
Complications of the pieces and time restraints will also be a factor in
making that decision.

b) The Company will design pieces that the company will produce and then
either sell through personal contact, place in jewelry stores on
consignment or market on the Company's web site.




                                       4
<PAGE>



c) The Company has established a jewelry and gemstone web site at http://
www.foxyjewelry.com.  This site is intended to sell jewelry, gemstones and
watches.  The products currently on the web site are primarily on
consignment to Foxy for resale.  There is also custom jewelry designed by
the Company on display at the web site to give potential customers an
idea of the workmanship and ideas of what might be done on a custom
basis.

d) Consignment merchandise is a standard business practice in the
jewelry business.. Foxy intents to seek and make arrangements with as many
suppliers, commercial and private, as possible under acceptable terms in
order to accumulate inventory for sale.  This approach preserves the
Company's resources while providing maximum opportunity to capitalize on
the marketing resources of the Company's web site and affiliations.

e) The logical progression of the Company, if and when the resources and
reputation of the company warrants, would be to design jewelry that would
be produced in large quantities to sell wholesale to jewelry stores, on
the Internet and or on TV programs.

f) The final and ultimate marketing goal of the Company, once the
aforementioned marketing methods have achieved success and sufficient
funds, is to open a retail store, first in Las Vegas and eventually expand
to a chain  of retail stores, thereby realizing the dream the Company's
president had postulated upon managing his first store for Zales.  The
fact that the Company is public could help to implement this plan with
future offerings.

The Company currently has an agreement with A-1 Jewelry Supply, of Las
Vegas Nevada to market gemstones along with new and used jewelry.  A-1
has also agreed to give Foxy special pricing on supplies and for
manufacturing specialty items for Foxy. (See Exhibit 10 "A-1 Jewelry
Agreement".)  Foxy is working on establishing other marketing or other
consignment arrangements that would increase the inventory of pieces
that would be available for sale on the Foxy web site.  This would
primarily be accomplished through existing relationships of customers,
retail jewelry stores, wholesale jewelry stores and the expansion of
the Company's web site at http://www.foxyjewelry.com.


Custom Designed Jewelry
-----------------------

The Company feels there is a market for custom, one of a kind pieces.
Mr. Fox has designed and produced numerous pieces for individuals, giving
them a piece that no one else in the world has like it.  The customer's
pride of ownership in such a jewelry piece commands a much higher price.
Management feels the success of this market will be through proper
marketing and delivering a product to the customer that he will be proud
of.  In order for a customer to design a custom jewelry piece using the
Company's loose gemstones, the web site currently has the following stones
to choose from:  Amethyst, Diamond, emerald, garnet, peridot, ruby,


                                   5
<PAGE>


sapphire, tanzanite and topaz. . The Company can direct a potential client
to the web site in order to give him a visual presentation of what is
available and possible. Involving the customer in the process of creating
a unique ring (or other type of jewelry) specifically for them gives them
the satisfaction that they have "designed" this ring just for their
significant other or themselves.

Management feels this market will best be found through satisfied customers
and word of mouth.  It is managements experience so far that people tend
to brag about the piece "they designed" to their friends and consequently
refer business during such a conversation.

The Company has a web site at http://www.foxyjewelry.com that displays
the Company's products.

Mass Produced Jewelry
---------------------

As the Company's sales and reputation expands it would be the intent to
produce a line of mass produced jewelry pieces.  There are several
elements that would need to be in place to accomplish this objective.
At this time the Company has not produced any designs that would lend
itself well to mass production.  There are several considerations that
would need to be in place for a product to be considered for this effort.

1)  A supply of gemstones that would be of consistent quality, cut,
clarity and size as to allow a design and manufacturing to be accomplished
economically.  The company has examined several quantities of material
with this possibility in mind.  As of yet, management has not found such a
supply of material that would meet the needs of the company's criteria.
Management will continue to examine material, as it becomes available to
find the right goods to accomplish a line of product to mass-produce.

2)  It will also be necessary for the company to have a number of jewelry
stores approve of the initial design and commit to a purchase of a
quantity of pieces before the Company would commit to go into production.

3)  Financing may be necessary if a particular product line consists of
more resources than the company may have immediately available.  This
could be through bank lines of credit, private loans or further equity
financing.  This may not be available to the company under the terms and
conditions that would be favorable to the company to accomplish this
goal.

4)  A manufacturer would need to be retained who was capable of producing
the Company's product in the quantity, quality and of the proper design
specifications demanded by the Company at a price that would give the
Company a sufficient profit.  This may be a domestic firm or could be
accomplished over seas.  There can be no guarantee that such an
arrangement could be made with a manufacturer that would allow the
Company to accomplish this goal.



                                   6
<PAGE>

These products would be placed for sale on the Company's web site at
http://www.foxyjewelry.com.  The company will also pursue the possibility
of auctioning off these pieces at auction site on the web and through TV
jewelry shows.

2) ANTICIPATED LOSSES FOR THE FORESEEABLE FUTURE

The Company has prepared audited financial statements as of December, 31,
2001.  Its ability to continue to operate as a going concern is fully
dependent upon the Company obtaining sufficient financing to continue its
development and operational activities.  The ability to achieve
profitable operations is in direct correlation to the Company's
ability to raise sufficient financing.  Accordingly, management
believes the Company's continued existence, future expansion, and
ultimate profitability is fully dependent upon raising sufficient
proceeds from future offerings.  It is important to note that even if
the appropriate financing is received, there is no guarantee that the
Company will ever be able to operate profitably or derive any
significant revenues from its operation.  The Company could be required
to raise additional financing to fully implement its business plan.

3) NEED FOR ADDITIONAL CAPITAL

As of December 31, 2001 the Company had working capital of $1,286 and total
Current assets of $9,510.  The Company may need additional capital to fully
implement its business plan.

If the company is successful, the need for additional funds will be
derived somewhat from internal revenues and earnings, however, the vast
majority may be received from future stock offerings.  These future
offerings could significantly dilute the value of any previous
investor's investment value.

If the capital needs are greater than expected, the Company will be required
to seek other sources of financing.  No guarantees can be given that other
financing will be available, if required, or if available, will be on
terms and conditions satisfactory to management. The above outlined
capital problems which could significantly affect the value of any Common
Shares that are sold to the public and could result in the loss of an
investor's entire investment.

4) Dependence on Continued Growth and Viability of the Internet

The Company's future success is substantially dependent upon continued
growth in the use of the Internet.  To generate product sales,
advertising sales, etc. the Internet's recent and rapid growth must
continue, and e-Commerce on the Internet must become widespread.  None of
these can be assured.  The Internet may prove not to be a viable commercial
marketplace.  Additionally, due to the ability of consumers to easily


                                   7
<PAGE>

compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted.  If use of the Internet does not continue
to grow, the Company's business, results of operations and financial
condition would be materially and adversely affected. Additionally, to the
extent that the Internet continues to experience significant growth in the
number of users and the level of use, there can be no assurance that its
technical infrastructure will continue to be able to support the demands
placed upon it.  The necessary technical infrastructure for significant
increases in e-Commerce, such as a reliable network backbone, may not be
timely and adequately developed.  In addition, performance improvements,
such as high-speed modems, may not be introduced in a timely fashion.
Furthermore, security and authentication concerns with respect to
transmission over the Internet of confidential information, such as credit
card numbers, may remain.  Issues like these could lead to resistance
against the acceptance of the Internet as a viable commercial marketplace.
Also, the Internet could lose its viability due to delays in the
development or adoption of new standards and protocols required to handle
increased levels of activity, or due to increased governmental regulation.
Changes in or insufficient availability of telecommunications services
could result in slower response times and adversely affect usage of the
Internet.  Demand and market acceptance for recently introduced services
and products over the Internet are subject to a high level of uncertainty,
and there exist few proven services and products.

The Internet may not be commercially viable in the long term for a
Number Of reasons, including potentially inadequate development of the
necessary network infrastructure or delayed development of enabling
technologies, performance improvements and security measures.  To the
extent that the Internet continues to experience significant growth in
the number of users, their frequency of use or their band width
requirement, there can be no assurance that the infrastructure for the
Internet and other online services will be able to support the demands
placed upon them.  In addition, the Internet or other online services
could lose their viability due to delays in the development or adoption
of new standards and protocols required to handle increased levels of
Internet or other online service activity, or due to increased
governmental regulation.  Changes in or insufficient availability of
telecommunications services to support the Internet or other online
services also could result in slower response times and adversely
affect usage of the Internet and other online services generally and
Foxy Jewelry, Inc. in particular.  If use of the Internet and other
online services does not continue to grow or grows more slowly than
expected, if the infrastructure for the Internet and other online
services does not effectively support growth that may occur, or if the
Internet and other online services do not become a viable commercial
marketplace, the Company's business, results of operations and financial
condition would be adversely affected.



                                   8
<PAGE>


5) Risk of System Failures

The Company's ability to facilitate trade successfully and provide high
quality customer service, depends on the efficient and uninterrupted
operation of its computer and communications through its designated
Internet Service Provider (ISP). These systems and operations are
vulnerable to damage or interruption from earthquakes, floods, fires,
power loss, telecommunication failures, break-ins, sabotage, intentional
acts of vandalism and similar events.  The Company does not have fully
redundant systems, a formal disaster recovery plan or alternative providers
of hosting services and does not carry business interruption insurance to
compensate it for losses that may occur.  Despite any precautions taken
by, and planned to be taken by the Company, the occurrence of a natural
disaster or other unanticipated problems with its ISP could result in
interruptions in the services provided by the Company.

In addition, the failure by the ISP to provide the data communications
capacity required by the Company, as a result of human error, natural
disasters other operational disruption, could result in interruptions in
the Company's service. Any damage to or failure of the systems of the
Company could result in reductions in, or terminations of, the Foxy
Jewelry service, which could have a material adverse effect on the

In the case of frequent or frequent or persistent system failures, the
Company's reputation and name brand could be materially adversely
affected.  Although the Company has implemented certain network security
measures, the Company and its IPS are also vulnerable to computer
viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions, delays, or the loss of data.  In
addition, although the Company works to prevent unauthorized access to
Company data, it is impossible to eliminate this risk completely.  The
occurrence of any and all of these events could have a material adverse
effect on the Company's business, results of operations and financial
condition.

6) Risks from Competition:

The jewelry industry in Las Vegas is primarily made up of independent
jewelry stores and a few national chains.  A few of these stores have the
ability to make custom jewelry for a customer, but most do not or they
send the piece out to another "manufacturer." Several of these local stores
have been aggressively marketing their products for many years.  While the
market for jewelry and specialty pieces through retail markets remains
fragmented, the Company also competes with nationally recognized name
brands, television stations that sell jewelry and a growing number of
jewelry "stores" on the Internet.  These competitors have substantially
greater financial, marketing and other resources than the Company.  Other
competitors, some of whom may have greater financial and other resources
than the Company, may also enter the markets in which the Company currently
operates or intends to expand.  Although the Company believes it can be
successful in developing its niche market to specific groups of people who
prefer the custom or unique piece and the general market through the
internet there can be no assurance that the Company will be successful in
doing so.

                                     9
<PAGE>

The market for providing jewelry to consumers over the Internet is
relatively new, rapidly evolving and intensely competitive, and the Company
expects competition to intensify further in the future.  Barriers to entry
are relatively low, and current and new competitors can launch new sites at
a relatively low cost using commercially-available software. The Company
will potentially compete with a number of other companies marketing their
financial products/services over the Internet.  This would not preclude
other companies from taking the same approach to market similar products
and services in the same manner, if this did happen, it could have a
material adverse effect on the Company's business, results of operations
and financial condition.

Therefore, certain of the Company's competitors with other revenue
sources may be able to devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing policies and devote
substantially more resources to Web site and systems development than the
Company or may try to attract traffic by offering services for free.
Increased competition may result in reduced operating margins, loss of
market share and diminished value in the Company's brands.  There can be
no assurance that the Company will be able to compete successfully against
current and future competitors. Further, as a strategic response to changes
in the competitive environment, the Company may, from time to time, make
certain pricing, service or marketing decisions or acquisitions that could
have a material adverse effect on its business, results of operations and
financial condition.  New technologies and the expansion of existing
technologies may increase the competitive pressures on the Company by
enabling the Company's competitors to offer a lower-cost service.  Certain
Web-based applications that direct Internet traffic to certain Web sites
may channel users to services that compete with the Company.  Although the
Company plans to establish arrangements with online services and search
engine companies, there can be no assurance that these arrangements will
be renewed on commercially reasonable terms or that they will otherwise
bring traffic to the Foxyjewelry.com WEB site.  In addition, companies that
control access to transactions through network access or Web browsers could
promote the Company's competitors or charge the Company substantial fees
for inclusion. Any and all of these events could have a material adverse
effect on the Company's business, results of operations and financial
condition.

7) Potential Fluctuations in Operating Results; Quarterly Fluctuations

The Company's operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside
the Company's control. See "--Limited Operating History."  As a
strategic response to changes in the competitive environment, the
Company may from time to time make certain pricing, marketing decisions
or acquisitions that could have a material short-term or long-term
adverse effect on the Company's business, results of operations and
financial condition.



                                     10
<PAGE>



There can be no assurance that such patterns will not have a material
adverse effect on the Company's business, results of operations and
financial condition.  In addition to selling its brands, the Company's
strategy is to generate additional revenues through e-Commerce arrangements
including placing other companies advertisements on the company's
Web site.  There can be no assurance that the Company will receive any
material amount of revenue under these agreements in the future.  The
foregoing factors, in some future quarters, may lead the Company's
operating results to fall below the expectations.

8) Risk Of Capacity Constraints And Systems Failures

A key element of the Company's strategy is to generate a volume of user
traffic to its Web site.  The Company's ability to attract customers and
to achieve market acceptance of its products depends significantly upon
the performance of the Company and its network infrastructure (including
its server, hardware and software).  Any system failure that causes
interruption or slower response time of the Company's products and services
could result in less traffic to the Company's Web site and, if sustained or
repeated, could reduce the attractiveness of the Company's products.  An
increase in the volume of user traffic could strain the capacity of the
Company's technical infrastructure, which could lead to slower response
time or system failures, and could adversely affect the delivery of the
number of impressions that are owed to advertisers and thus the Company's
advertising revenues. In addition, as the number of Web pages on and users
of Foxjewelry.com increase, there can be no assurance that the Company and
its technical infrastructure will be able to grow accordingly, and the
Company faces risks related to its ability to scale up to its expected
customer levels while maintaining superior performance.  Any failure of the
Company's server and networking systems to handle current or higher volumes
of traffic would have a material adverse effect on the Company's business,
results of operations and financial condition.  The Company is also dependent
upon third parties to provide potential users with Web browsers and Internet
and online services necessary for access to the site.  In the past, users have
occasionally experienced difficulties with Internet and online services due
to system failures, including failures unrelated to the Company's systems.
Any disruption in Internet access by third parties could have a material
adverse effect on the Company's business, results of operations and
financial condition. Furthermore, the Company is dependent on hardware
suppliers for prompt delivery, installation and service of equipment used
to deliver the Company's products and services.  The Company's operations
are dependent in part upon its ability to protect its operating systems
against damage from human error, fire, floods, power loss,
telecommunications failures, break-ins and similar events.  The Company
does not presently have redundant, multiple-site capacity in the event of
any such occurrence.  The Company's servers are also vulnerable to computer
viruses, break-ins and similar disruptions from unauthorized tampering
with the Company's computer systems.  The occurrence of any of these events
could result in the interruption, which could have a material adverse
effect on the Company's business, results of operations and financial
condition.  In addition, the Company's reputation could be materially and
adversely affected.

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<PAGE>



9) Risks Associated With New Services, Features and Functions

There can be no assurance that the Company would be able to expand its
operations in a cost-effective or timely manner or that any such efforts
would maintain or increase overall market acceptance.  Furthermore, any
new business launched by the Company that is not favorably received by
consumers could damage the Company's reputation and diminish the value of
its brand name.  Expansion of the Company's operations in this manner would
also require significant additional expenses and development, expanded
operations could strain the Company's management, financial and operational
resources.  The lack of market acceptance of the Company's products would
result in the Company's inability to generate satisfactory revenues and its
inability to offset their costs could have a material adverse effect on the
Company's business, results of operations and financial condition.

10) Online Commerce Security Risks

A significant barrier to online commerce and communications is the
secure transmission of confidential information over public networks.
Foxy Jewelry, Inc. plans to accept credit cards for purchases of its
products.  The Company will rely on encryption and authentication
technology licensed from third parties to provide the security and
authentication technology to effect secure transmission of confidential
information, including customer credit card numbers.  There can be no
assurance that advances in computer capabilities, new discoveries in the
field of cryptography, or other events or developments will not result in
a compromise or breach of the technology used by the Company to protect
customer transaction data.

If any such compromise of the Company's security were to occur, it could
have a material adverse effect on the Company's reputation and,
therefore, on its business, results of operations and financial
condition.  Furthermore, a party who is able to circumvent the Company's
security measures could misappropriate proprietary information or cause
interruptions in the Company's operations.  The Company may be required
to expend significant capital and other resources to protect against such
security breaches or to alleviate problems caused by such breaches.
Concerns over the security of transactions conducted on the Internet and
other online services and the privacy of users may also inhibit the growth
of the Internet and other online services generally, and the Web in
particular, especially as a means of conducting commercial transactions.
To the extent that activities of the Company involve the storage and
transmission of proprietary information, such as credit card numbers,
security breaches could damage the Company's reputation and expose the
Company to a risk of loss or litigation and possible liability.  There can
be no assurance that the Company's security measures will prevent security
breaches or that failure to prevent such security breaches will not have
a material adverse effect on the Company's business, results of operations
and financial condition.



                                   12
<PAGE>



11) Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company would
acquire businesses, technologies, services or product(s) that the
Company believes are strategic.

The Company currently has no understandings, commitments or agreements
with respect to any other material acquisition and no other material
acquisition is currently being pursued.  There can be no assurance that
the Company will be able to identify, negotiate or finance future
acquisitions successfully, or to integrate such acquisitions with its
current business.  The process of integrating an acquired business,
technology, service or product(s) into the Company may result in
unforeseen operating difficulties and expenditures and may absorb
significant management attention that would otherwise be available
for ongoing development of the Company's business.  Moreover, there can
be no assurance that the anticipated benefits of any acquisition will
be realized.  Future acquisitions could result in potentially dilutive
issuances of equity securities, the incurrence of debt, contingent
liabilities and/or amortization expenses related to goodwill and other
intangible assets, which could materially adversely affect the Company's
business, results of operations and financial condition.  Any future
acquisitions of other businesses, technologies, services or product(s)
might require the Company to obtain additional equity or debt financing,
which might not be available on terms favorable to the Company, or at
all, and such financing, if available, might be dilutive.

12) Risks Associated With International Operations

A component of the Company's strategy is to offer its products online to
international customers.  Expansion into the international markets will
require management attention and resources. The Company has limited
experience in localizing its service, and the Company believes that many
of its competitors are also undertaking expansion into foreign markets.
There can be no assurance that the Company will be successful in expanding
into international markets.  In addition to the uncertainty regarding the
Company's ability to generate revenues from foreign operations and expand
its international presence, there are certain risks inherent in doing
business on an international basis, including, among others, regulatory
requirements, legal uncertainty regarding liability, tariffs, and other
trade barriers, difficulties in staffing and managing foreign operations,
longer payment cycles, different accounting practices, problems in
collecting accounts receivable, political instability, seasonal reductions
in business activity and potentially adverse tax consequences, any of which
could adversely affect the success of the Company's international
operations.  To the extent the Company expands its international operations
and has additional portions of its international revenues denominated in
foreign currencies, the Company could become subject to increased risks
relating to foreign currency exchange rate fluctuations.  There can be no
assurance that one or more of the factors discussed above will not have a
material adverse effect on the Company's future international
operations and, consequently, on the Company's business, results of
operations and financial condition.

                                   13
<PAGE>


12) Employees

Initially the company's President will be the only employee and that will
be on a part time basis and increasing as necessitated by business.  The
company's Vice -President will do bookkeeping and such on an as needed
basis.


Item 2.  Description of Property.

A.  Description of Property

The Company's address is:  2620 So. Maryland Parkway, #402, Las Vegas, Nevada
89109.  Office space is provided by the officer of the Company (Michael Fox)
at no cost to the Company.

B.  Investment Policies

The Company does not currently own and the Company has not made any
investments in real estate, including real estate mortgages, and the
Company does not intend to make such investments in the near future.

Item 3.  Legal Proceedings

The Company does not have any legal liabilities, past or present that
could cause harm to the Company and its shareholders in the future of
which management is aware.

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

No matters were submitted to a vote of security holders during the fiscal
year ended December 31, 2001.



                                   14
<PAGE>


                                 PART II


Item 5.  Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.

(i) Market Information
----------------------

Until November 30, 2001, there was no public trading market for the Company's
stock.  On that day the Company's common stock was cleared for trading on the
OTC Bulletin Board system under the symbol FXYJ.  A very limited market exists
for the trading of the Company's common stock.

The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the NASD Trading and Market Services
Research Unit.  Quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

<TABLE>
<CAPTION>

FISCAL 2001                                  HIGH              LOW
--------------------------------             ----              ----
<S>                                          <C>               <C>
Quarter ended December 31, 2001              $0.03             $0.00

</TABLE>

(ii) Dividends
--------------

The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.

(iii) Holders
-------------

All holders of outstanding Common Shares are equal to each other with
respect to voting and dividend rights and are equal to each other with
respect to liquidation rights.  Special meetings of the stockholders may be
called by the officers, directors or upon the request of a majority of the
stockholders.  In the event of liquidation, dissolution or winding up of
the affairs of the Company, holders are entitled to receive ratably the net
assets of the Company available to the stockholders.  Holders of
outstanding Common Shares have no preemptive, conversion or redemptive
rights.  All of the issued and outstanding Common Shares, when offered
and sold will be duly authorized, validly issued, fully paid and non-
assessable.  To the extent that additional Common Shares of the Company
are issued, the relative interests of the then existing stockholders may
be diluted.  As of December 31 2001, the Company has 2,027,700 shares of
common stock issued and outstanding held by approximately ninety (90)
shareholders of record.


                                      15
<PAGE>


(iv)  Liquidity and Capital Resources
-------------------------------------

On December 12,1997, the Company issued 1,000,000 shares of it $0.001 par
value common stock to its director and incorporator in exchange for
services valued at $1,000.  These services included incorporating the
Company in the State of Nevada and paying the relevant fees.

On June 7, 1998 the incorporator, sold 600,000 shares of his personally
owned common stock to Mr. Fox.

On September 1, 1998 the Company issued 400,000 shares of it $0.001 par
value common stock to Mr. Fox in exchange for inventory valued at $500.

On December 1, 1999 the company sold 100,000 shares of common stock for
$2,000 to two individuals.  Each party received 50,000 shares at $0.02 per
share.  These shares were sold in a private transaction not involving a
public offering pursuant to Section 4(2) of the Securities Act (the "Act).

The Company was issued a permit to sell securities to the public in the
State of Nevada pursuant to Nevada Revised Statues Chapter 90.490.  This
offering (hereinafter referred to as the "Offering") was made in reliance
upon an exemption from the registration provisions of Section 5 of the
Securities Act of 1933 (the "Act"), as amended, pursuant to regulation D,
Rule 504, of the Act.  The Company sold five hundred twenty-seven
thousand seven hundred (527,700) shares of it $0.001 par value common
stock of the Company during the Offering to approximately 90 shareholders
in the State of Nevada at $0.05 per share for total cash of $26,385.  The
Offering was closed July 28, 2000. The Company filed an original Form D
with the Securities and Exchange Commission.

There have been no other issuances of common or preferred stock.  These
are the Company's only significant capitalization events to date.

As of December 31 2001, the Company has 2,027,700 shares of common stock
issued and outstanding held by approximately 90 shareholders of record.




                                   16
<PAGE>


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

(a) Results of Operations
--------------------------

As a developmental stage Company, the Company had revenues of $1,850 for
calendar year ending 2001 versus no revenues for the same period last year.
The Company does not expect to generate any significant revenues over the next
approximately to twelve (12) months.  During calendar year, 2001, the Company
experienced net losses $(5,364).  The bulk of these expenses, $6,614 were for
general and administrative costs, and the remaining expenses, $600 was for
amortization.  This compares to a net loss of $(10,750) for the same period
last year.  The net (loss) per share- basic and fully diluted for 2001 was
$(0.00) versus $(0.01) for the same period last year.   Since the Company's
inception on December 12, 1997 through December 31, 2001 it has lost
$(18,125).  The Company does not have any material commitments for capital
expenditures.

(b) Plan of Operation
---------------------

(i) As stated in Financial Footnote #5 ("Going Concern") the Company does
not have significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern.  "The ability of the Company
to continue as a going concern is dependent upon its ability to raise
additional capital  from the sale of common stock and, ultimately, the
achievement of significant operating revenues."  It is, however, the intent
of the Company to seek to raise additional capital via a private placement
offering pursuant to Regulation D, 505 or 506.

The Company does not have any preliminary agreements or understandings
between the company and its stockholders/officers and directors with
respect to loans or financing to operate the company.  The Company
currently has no arrangements or commitments for accounts and accounts
receivable financing.  There can be no assurance that any such financing
can be obtained or, if obtained, that it will be on reasonable terms.

(ii)  No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of
its securities to the public.

(iii) Management believes that the Company's future growth and success will
be largely dependent on its ability to generate traffic to its web site
and produce &/or obtain attractive jewelry pieces.  There are no expected
purchases of plant or significant equipment within this fiscal year.

(iv) The Company is not anticipating any significant changes in the number
of employees




                                      17
<PAGE>



Item 7.  Financial Statements


                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                BALANCE SHEETS
                       AS OF DECEMBER 31, 2001 AND 2000

                                      AND

                             STATEMENTS OF INCOME,
                           STOCKHOLDERS' EQUITY, AND
                                  CASH FLOWS
                              FOR THE YEARS ENDED
                          DECEMBER 31, 2001 AND 2000,
                                AND THE PERIOD
                     DECEMBER 12, 1997 (DATE OF INCEPTION)
                                    THROUGH
                               DECEMBER 31, 2001


                                      18

<PAGE>


                              TABLE OF CONTENTS
                              -----------------
<TABLE>
<CAPTION>

                                                                  PAGE
<S>                                                                <C>
Independent Auditor's Report                                       F-1

Balance Sheet                                                      F-2

Statement of Operations                                            F-3

Statement of Stockholders' Equity                                  F-4

Statement of Cash Flows                                            F-5

Footnotes                                                          F-6-11

</TABLE>





                                      19

<PAGE>



G. BRAD BECKSTEAD
---------------------------
Certified Public Accountant
                                                       330 E. Warm Springs
                                                      Las Vegas, NV  89119
                                                              702.528.1984
                                                       425.928.2877 (efax)

                   INDEPENDENT ACCOUNTANT'S REVIEW REPORT
                   --------------------------------------

January 29, 2002

Board of Directors
Foxy Jewelry, Inc.
Las Vegas, NV

I  have  audited  the  Balance  Sheets of Foxy Jewelry, Inc. (the "Company") (A
Development Stage Company), as of  December  31, 2001 and 2000, and the related
Statements of Operations, Stockholders' Equity,  and  Cash  Flows for the years
then  ended, and the period December 12, 1997 (Date of Inception)  to  December
31, 2001.   These  financial statements are the responsibility of the Company's
management.  My responsibility  is  to  express  an  opinion on these financial
statements based on my audit.

I conducted my audit in accordance with generally accepted  auditing standards.
Those standards require that I 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 statement presentation.
An audit also includes assessing the accounting principles used and significant
estimates made by  management,  as  well  as  evaluating  the overall financial
statement  presentation.  I believe that my audit provides a  reasonable  basis
for my opinion.

In my opinion,  the  financial  statements referred to above present fairly, in
all  material  respects,  the financial  position  of  Foxy  Jewelry,  Inc.  (A
Development Stage Company) as of December 31, 2001 and 2000, and the results of
its operations and cash flows for the years then ended, and the period December
12, 1997 (Date of Inception) to December 31, 2001, in conformity with generally
accepted accounting principles.

The accompanying financial  statements  have been prepared assuming the Company
will continue as a going concern.  As discussed  in  Note  5  to  the financial
statements,  the  Company  has  had  limited  operations and have not commenced
planned principal operations.  This raises substantial  doubt about its ability
to continue as a going concern.  Management's plan in regard  to  these matters
are  also  described  in  Note 5.  The financial statements do not include  any
adjustments that might result from the outcome of this uncertainty.

/s/ G. Brad Beckstead
----------------------
G. Brad Beckstead, CPA

                                       F-1

<PAGE>


                               Foxy Jewelry, Inc.
                         (a Development Stage Company)
                                 Balance Sheet

<TABLE>
<CAPTION>

BALANCE SHEET


                                           December 31,      December 31,
                                               2001              2000
                                           ------------      ------------
<S>                                        <C>               <C>
Assets

Current assets:
      Cash                                 $      1,286      $     10,975
      Inventory                                   8,224             3,300
                                           ------------      ------------
            Total current assets                  9,510            14,275

      Web development costs, net                  2,250             2,850
                                           ------------      ------------
                                           $     11,760      $     17,125
                                           ============      ============
Liabilities and Stockholder's Equity

Current liabilities:                       $          -      $          -
                                           ------------      ------------
            Total current liabilities                 -                 -
                                           ------------      ------------

Stockholder's equity:

  Preferred stock, $0.001 par value,
    10,000,000 shares authorized,
    no shares issued and outstanding                  -                 -
  Common stock, $0.001 par value,
    15,000,000 shares authorized,
    2,027,700 shares issued and outstanding       2,028             2,028
  Additional paid-in capital                     27,857            27,857
  (Deficit) accumulated during
    development stage                           (18,125)          (12,760)
                                           ------------      ------------
                                                 11,760            17,125
                                           ------------      ------------
                                           $     11,760      $     17,125
                                           ============      ============

</TABLE>

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

                                      F-2

<PAGE>

                               Foxy Jewelry, Inc.
                         (a Development Stage Company)
                            Statement of Operations

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS

                                     Years ending
                                     December 31,       December 12, 1997
                                     -------------       (Inception) to
                                   2001        2000     December 31, 2001
                                 -------      ------    ------------------
<S>                              <C>          <C>        <C>
Revenue                          $  1,850     $      -   $  1,850
                                 --------     --------   --------
   Total Revenue

Expenses:
   General and
     administrative expenses        6,614       10,600     19,225
   Amortization                       600          150        750
                                 --------     --------   --------
      Total expenses                7,214       10,750     19,975
                                 --------     --------   --------
Net (loss)                       $ (5,364)    $(10,750)  $(18,125)
                                 =========    =========  =========
Weighted average number of
  common shares outstanding
  - basic and fully diluted      2,027,700    1,500,000  1,826,200
                                 =========    =========  =========
Net (loss) per share
  - basic and fully diluted      $  (0.00)    $  (0.01)  $  (0.01)
                                 =========    =========  =========

</TABLE>


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


                                      F-3

<PAGE>




                              Foxy Jewelry, Inc.
                      (a Development Stage Company)
                 Statement of Changes in Stockholder's Equity
      For the Period December 12, 1997 (Inception) to December 31, 2001

<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                                                      Deficit
                                                    Accumulated
                           Common Stock    Additional  During       Total
                                           Paid-in   Development Stockholders
                         Shares    Amount  Capital      Stage       Equity
                         ------    ------  ---------- ----------- ----------
<S>                     <C>       <C>      <C>          <C>      <C>
Shares issued
  for services          1,000,000 $ 1,000  $    -       $     -  $   1,000
Net (loss)
  December 12, 1997
  (inception) to
  December 31, 1997                                      (1,200)    (1,200)
                       ----------------------------------------------------
Balance,
  December 31, 1997     1,000,000   1,000       -        (1,200)      (200)
Shares issued
  in exchange
  for inventory           400,000     400     100                      500
Net (loss)
  year ended
  December 31, 1998                                        (300)      (300)
                       ----------------------------------------------------
Balance,
  December 31, 1998     1,400,000   1,400     100        (1,500)         -
Shares issued
  for cash                100,000     100   1,900                    2,000
Net (loss)
  year ended
  December 31, 1999                                        (511)      (511)
                       ----------------------------------------------------
Balance,
  December 31, 1999     1,500,000   1,500     2,000      (2,011)     1,489
Shares issued pursuant
  To Rule 504 offering    527,700     528    25,857                 26,385
Net (loss)
  year ended
  December 31, 2000                                      (10,750)  (10,750)
                       ----------------------------------------------------
Balance,
  December 31, 2000     2,027,700   2,028    27,857      (12,761)   17,124
Net (loss)
  period ended
  Dec. 31, 2001                                           (5,364)   (5,364)
                       ----------------------------------------------------
Balance,
  Dec. 31, 2001        2,027,700 $ 2,028  $ 27,857     $ (18,125) $ 11,760
                       ====================================================

</TABLE>

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

                                      F-4
<PAGE>
                             Foxy Jewelry, Inc.
                       (a Development Stage Company)
                         Statement of Cash Flows

<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS


                                          Years ending
                                           December 31,    December 12, 1997
                                          -------------     (Inception) to
                                        2001        2000   December 31, 2001
                                      -------      ------  ------------------
<S>                                     <C>        <C>        <C>
Cash flows from operating activities
Net (loss)                              $  (5,364) $ (10,750) $ (18,125)
Amortization                                  600        150        750
Shares issued for services                      -          -      1,500
Adjustments to reconcile net (loss)
  to net cash (used) by operating
  activities (Increase) in inventory       (4,925)    (3,300)    (8,224)
                                        ---------- ---------- ----------
Net cash used by operating activities      (9,689)   (13,900)   (24,099)
                                        ---------- ---------- ----------

Cash flows from investing activities
  Website development costs                     -     (3,000)    (3,000)
                                        ---------- ---------- ----------
Net cash used by investing activities           -     (3,000)    (3,000)
                                        ---------- ---------- ----------

Cash flows from financing activities
  Common stock                                  -     26,385     28,385
                                        ---------- ---------- ----------
Net cash provided by financing activities       -     26,385     28,385
                                        ---------- ---------- ----------
Net increase (decrease) in cash            (9,689)     9,485      1,286
Cash - beginning                           10,975      1,490          -
                                        ---------- ---------- ----------
Cash - ending                           $   1,286  $  10,975  $   1,286
                                        =========  =========  =========

Supplemental disclosures:

   Interest paid                        $       -  $       -  $       -
                                        =========  =========  =========
   Income taxes paid                    $       -  $       -  $       -
                                        =========  =========  =========
   Non-cash investing and
      financing activities:
                                        =========  =========  =========
   Number of shares issued
      for services and inventory                -          -  1,400,000
                                        =========  =========  =========

</TABLE>

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

                                      F-5

<PAGE>



                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

The  Company was organized December 12, 1997 (Date of Inception) under the laws
of the  State  of Nevada, as The Business Inn.  The Company began activities to
acquire hotel and  apartment  complex properties.  The Company was unsuccessful
in  acquiring any property or conducting  any  business.   In  June  1998,  the
Company  changed its name to Foxy Jewelry, Inc. and changed its operating plans
to distribute  jewelry via distribution channels and the internet.  The Company
has not commenced  significant  operations and, in accordance with SFAS #7, the
Company is considered a development stage company.

Use of estimates
----------------

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

Cash and cash equivalents
-------------------------

For the purpose  of the statements of cash flows, all highly liquid investments
with  the  maturity  of  three  months  or  less  are  considered  to  be  cash
equivalents.

Inventory
---------

Inventories are stated at the lower of cost (based on the first- in, first-out
method) or market and consists principally of jewelry held for retail.

Revenue recognition
-------------------

Sales and related  cost  of  sales  are  generally  recognized upon shipment of
products.  Cost of goods sold generally represents the  cost  of items sold and
the related shipping and selling expenses.


                                      F-6

<PAGE>




                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES



Advertising Costs
-----------------

The  Company  expenses  all  costs of advertising as incurred.  There  were  no
advertising  costs  included in  general  and  administrative  expenses  as  of
December 31, 2001 or 2000.

Website Development Costs
-------------------------

The website will comprise  multiple  features  and offerings that are currently
under development, and it is anticipated that the offerings will require future
development and refinement.  In connection with the development of its website,
the Company will incur external costs for hardware,  software,  and  consulting
services, and internal costs for payroll and related expenses of its technology
employees  directly  involved  in the development.  All hardware costs will  be
capitalized.  Purchased software  costs  will be capitalized in accordance with
Statement  of  Position 98-1 Accounting for  the  costs  of  Computer  Software
Developed or Obtained  for  Internal Use.  All other costs will be reviewed for
determination of whether capitalization  or expense as product development cost
is appropriate.

Fair value of financial instruments
-----------------------------------

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management  as  of December 31, 2001 and
2000.   The  respective  carrying  value of certain on-balance-sheet  financial
instruments approximated their fair values. These financial instruments include
cash and accounts payable. Fair values  were  assumed  to  approximate carrying
values for cash and payables because they are short term in  nature  and  their
carrying amounts approximate fair values or they are payable on demand.

Impairment of long lived assets
-------------------------------

Long  lived  assets  held  and  used  by  the Company are reviewed for possible
impairment whenever events or circumstances  indicate the carrying amount of an
asset may not be recoverable or is impaired.   No  such  impairments  have been
identified by management at December 31, 2001 or 2000.





                                      F-7

<PAGE>



                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES



Earnings per share
------------------

The  Company  follows  Statement  of  Financial  Accounting  Standards No. 128.
"Earnings Per Share"  ("SFAS No. 128").  Basic earning per common share ("EPS")
calculations  are  determined  by  dividing net income by the weighted  average
number of shares of common stock outstanding  during the year.  Diluted earning
per common share calculations are determined by  dividing  net  income  by  the
weighted  average number of common shares and dilutive common share equivalents
outstanding.  During  periods  when common stock equivalents, if any, are anti-
dilutive they are not considered in the computation.

Segment reporting
-----------------

The  Company  follows Statement of  Financial  Accounting  Standards  No.  130,
"Disclosures About  Segments  of  an  Enterprise  and Related Information". The
Company  operates  as  a  single segment and will evaluate  additional  segment
disclosure requirements as it expands its operations.

Income taxes
------------

The  Company  follows Statement  of  Financial  Accounting  Standard  No.  109,
"Accounting for  Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes.  Deferred  tax assets and liabilities are computed based upon the
difference between the financial  statement  and income tax basis of assets and
liabilities using the enacted marginal tax rate  applicable  when  the  related
asset or liability is expected to be realized or settled.  Deferred income  tax
expenses  or  benefits  are based on the changes in the asset or liability each
period.  If available evidence  suggests  that  it is more likely than not that
some  portion  or  all  of  the deferred tax assets will  not  be  realized,  a
valuation allowance is required to reduce the deferred tax assets to the amount
that is more likely than not  to be realized.  Future changes in such valuation
allowance are included in the provision for deferred income taxes in the period
of change.

Deferred  income taxes may arise  from  temporary  differences  resulting  from
income and  expense items reported for financial accounting and tax purposes in
different periods.   Deferred  taxes  are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences  that  are  not related to an
asset  or liability are classified as current or non-current depending  on  the
periods in which the temporary differences are expected to reverse.



                                      F-8

<PAGE>


                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


Recent pronouncements
---------------------

The  FASB  recently  issued  Statement  No.  137,  "Accounting  for  Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133".   The  Statement  defers  for  one  year  the  effective date of FASB
Statement  No.  133,  "Accounting  for  Derivative  Instruments   and   Hedging
Activities".   The  rule  now  will  apply to all fiscal quarters of all fiscal
years beginning after June 15, 2000.   In  June  1998, the FASB issued SFAS No.
133,  "Accounting  for  Derivative  Instruments and Hedging  Activities."   The
Statement will require the company to  recognize all derivatives on the balance
sheet at fair value.  Derivatives that are  not hedges must be adjusted to fair
value through income, if the derivative is a  hedge, depending on the nature of
the  hedge,  changes in the fair value of derivatives  will  either  be  offset
against the change  in  fair  value  of the hedged assets, liabilities, or firm
commitments through earnings or recognized  in other comprehensive income until
the  hedged  item  is recognized in earnings.  The  ineffective  portion  of  a
derivative's change  in  fair value will be immediately recognized in earnings.
The company does not expect SFAS No. 133 to have a material impact on earning s
and financial position.

In  December  1999,  the Securities  and  Exchange  Commission  released  Staff
Accounting Bulletin No.  101,  Revenue Recognition in Financial Statements (SAB
No.  101),  which  provides  guidance  on  the  recognition,  presentation  and
disclosure of revenue in financial  statements.  SAB No. 101 did not impact the
company's revenue recognition policies.


NOTE 2 - WEB DEVELOPMENT COSTS

The  Company  has developed a website costing  $3,000  which  is  capitalizable
pursuant to EITF No. 00-2 "Accounting for Website Development Costs" as defined
therein.  The Company  has  recorded amortization expense in the amount of $150
during the year ended December  31,  2001,  and  $150  during  the  year  ended
December 31, 2000.


NOTE 3 - INCOME TAXES

The  Company  accounts for income taxes under Statement of Financial Accounting
Standards No. 109,  "Accounting  for  Income  Taxes"   ("SFAS  No. 109"), which
requires  use  of the liability method.   SFAS No.  109 provides that  deferred
tax assets and liabilities  are  recorded  based on the differences between the
tax bases of assets and liabilities and their  carrying  amounts  for financial
reporting purposes, referred to as temporary differences.  Deferred  tax assets
and  liabilities  at  the end of each period are determined using the currently
enacted tax rates applied  to  taxable  income  in  the  periods  in  which the
deferred tax assets and liabilities are expected to be settled or realized.

                                      F-9
<PAGE>

                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income  taxes.
The sources and tax effects of the differences are as follows:

                    U.S federal statutory rate      (34.0%)
                    Valuation reserve                34.0%
                                                    -------
                    Total                               -%

As  of December 31, 2001, the Company has a net operating loss carryforward  of
approximately  $13,000  for  tax  purposes,  which  will be available to offset
future taxable income.  If not used, this carryforward will expire in 2021. The
deferred tax asset relating to the operating loss carryforward of approximately
$4,000 has been fully reserved at December 31, 2001.

NOTE 4 - STOCKHOLDER'S EQUITY

The Company is authorized to issue 10,000,000 shares  of  it  $0.001  par value
preferred stock and 15,000,000 shares of its $0.001 par value common stock.

During  the  year ended December 31, 1997, the Company issued 1,000,000 of  its
$0.001 par value  common  stock to its director in exchange for services valued
at $1,000.

On September 1, 1998, the Company issued 400,000 of its $0.001 par value common
stock to the Company's president  in  exchange  for  inventory  valued  at  his
wholesale  cost of $500.  The inventory was purchased at wholesale cost of $500
by the president  and  exchanged  into  the  Company  for the 400,000 shares of
stock.

On December 1, 1999, the Company issued 100,000 of its  $0.001 par value common
stock for $2,000 cash.

On August 17, 2000, the Company completed an offering that  was registered with
the  State  of  Nevada  pursuant  to  NRS  90.490  and was exempt from  federal
registration pursuant to Regulation D, Rule 504 of the  Securities Act of 1933,
as  amended.  The Company sold 527,700 shares of its $0.001  par  value  common
stock at a price of $0.05 per share for total cash of $26,385.

There have been no other issuances of common stock.



                                      F-10

<PAGE>



                              FOXY JEWELRY, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


NOTE 5 - GOING CONCERN

The accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern which contemplates  the recoverability
of assets and the satisfaction of liabilities in the normal course of business.
As  noted above, the Company is in the development stage and, accordingly,  has
not yet  generated  revenues  from operations. Since its inception, the Company
has been engaged substantially  in  financing  activities  and  developing  its
product  line,  incurring  substantial  costs  and  expenses.  As a result, the
Company  incurred  accumulated   net losses from December 12, 1997  (inception)
through  the period ended December  31,  2001  of  $18,125.  In  addition,  the
Company's   development   activities  since  inception  have  been  financially
sustained by capital contributions.

The ability of the Company to continue as a going concern is dependent upon its
ability  to raise additional  capital  from  the  sale  of  common  stock  and,
ultimately, the achievement of significant operating revenues. The accompanying
financial  statements  do  not  include  any adjustments that might be required
should the Company be unable to recover the  value of its assets or satisfy its
liabilities.

NOTE 6 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common stock.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company exchanged 400,000 shares of its $0.001 par value common stock for
inventory purchased at a wholesale price of $500 by Michael Fox, the Company's
president and director.

The Company does not lease or rent any property.   Office services are provided
without charge by the Company's director.  Such costs  are  immaterial  to  the
financial statements and, accordingly, have not been reflected therein.



                                       F-11

<PAGE>



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

         None -- Not Applicable.



                                    PART III


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

The names, ages and positions of the Company's directors and executive
officers are as follows:

<TABLE>
<CAPTION>

Name                         Age              Position
---------                    ------           ----------
<S>                          <C>              <C>
Mike Fox(1)                  43               President, CEO
                                              Director,
                                              & Chairman of the Board

Cleone Bickers               70               Vice-President

</TABLE

(1)  Mr. Fox has held the above offices since June 7th, 1998.  The term
of office for these positions is one year and he has served for 3 terms
or 3 years.

Family relationships
--------------------

Cleone Bickers is the aunt of Michael Fox.


Work Experience
---------------

Mike Fox, is the President, Secretary, Treasurer, and a Director of the
Company. He has been the Director of Operations with Shelter Software
Products, LLC, Las Vegas since January 1999. Between June 1998 and
January 1999 he attended jewelry manufacturing school in preparation for
his tenure with the Company. Prior to that he was Property Manager for a
Multi - Unit property with McKellar Development Inc., from Aug 1995 to
June 1998 in Las Vegas, Nevada. Before that he managed the Continental Hotel
and Casino from 1989 to June 1995. From December 1987 to June 1989 he
worked with McKellar.

                                      20
<PAGE>

In his Jewelry career he was a member of the International Jeweler's
Design; Southwestern Jeweler's Association and the Diamond "Z" Club.
Mike worked from August, 1978 to August 8, 1984 at Zales Corporation,
Yankton, South Dakota as a store manager and from July, 1986 to December,
1987 with Cohen Jewelry, Lexington, Kentucky as the Assistant to the
President.  His accomplishments include achieved status in the Diamond

Key Club (an intra store sales recognition for achieving specific
performance in diamond sales.  He ranked in the top ten percent of Zales
Jewelers Gold Club an intra store sales recognition for achieving specific
performance in gold chain sales).  He was Zales Jewelers Youngest Store
Manager in Zales' history as of 1984, he developed and MC-ed the radio
show "Dr. Diamond."

Until the business expansion warrants additional time, Mr. Fox will be
devoting about 15 hour per week to the Company.

Cleone Bickers is the Company's Vice President.  She has managed real
estate/storage businesses for approximately the last eight (8)
years.

Cleone Bickers is Mike Fox's aunt and will devote such time to the
Company's business as needed in assisting the President which is expected
to average about 2 hours per week.


Directors are elected in accordance with our bylaws to serve until the next
annual stockholders meeting.  Foxy Jewelry does not currently pay compensation
to directors for services in that capacity.

Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office.  All corporate officers serve at the discretion
of the board of directors.  There are no family relationships between any
director or executive officer and any other director or executive officer of
Foxy Jewelry.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other
Foxy Jewelry equity securities.  Reporting persons are required by
Commission regulations to furnish us with copies of all Section 16(a) forms
they file.


                                      21
<PAGE>





Item 10.  Executive Compensation.

(1)  Compensation of Executive Officers

As a result of our the Company's current limited available cash, no officer or
director received compensation during the fiscal year ended December 31, 2001.
Foxy intends to pay salaries when cash flow permits.  No officer or director
received stock options or other non-cash compensation during the fiscal year
ended December 31, 2001.  The Company does have employment agreements in place
with each of its officer.

<TABLE>
<CAPTION>

Name                     Position               Annual Salary        Bonus
-----------------        --------               -------------        -----
<S>                      <C>                    <C>                  <C>
Mike Fox                 President/CEO          None                 None
                         Director, and
                         Chairman of the Board

Cleone Bickers           Vice President         None                 None

</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

A.  Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership
by (i) each director, (ii) each executive officer, (iii) the directors
and officers of the Company as a group, (iv) and each person known by
the Company to own beneficially more than five (5%) of the Common Stock.
Unless otherwise indicated, the owners have sole voting and investment
power with respect to their respective shares.

<TABLE>
<CAPTION>

                                            Date     Shares       %of
Name(1)            Type         Title      Acquired  Now Held     Total
--------------------------------------------------------------------------
<S>                <C>         <C>         <C>        <C>        <C>
Mike Fox(2)      Common      President   06/07/98     600,000    29.59%
Mike Fox(2)      Common      President   09/01/98     400,000    19.73%
Cleone Bickers   Common      V-P         06/23/00         400     0.02%

-------------------------------------------------------------------------
All Executive Officers and
    Directors as a Group (2 persons)                 1,000,400    49.34%

</TABLE>

                                      22
<PAGE>

(1) Foxy Jewelry, Inc., 2038 S. Palm St.#462 Las Vegas, Nevada.

(2) Mr. Fox is the President and Director of the Company and acquired
600,000 on June 7, 1998 from the Company's incorporating shareholder
and he purchased an additional 400,000 from the Company on September 1,
1998 in exchange for inventory valued at $500.

B.  Persons Sharing Ownership of Control of Shares

No persons other than Mike Fox, President/CEO own shares or the power
to vote five percent (5%) or more of the Company's securities.

C.  Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

D.  Options, Warrants and Rights

There are no options, warrants or rights to purchase securities of the
Company.

E.  Parents of Issuer

Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of
common stock, the Company has no parents.


Item 12.  Certain Relationships and Related Transactions.

By Board Resolution, the Company hired the professional services of G.Brad
Beckstead, Certified Public Accountant, to perform audited financials for
the Company.  Mr. Beckstead owns no stock in the Company.  The company has
no formal contracts with its CPA, who is paid on a fee-for-service basis.

<PAGE>


                                      23
<PAGE>



Item 13.  Exhibits and Reports on Form 8-K

(a)  EXHIBITS.

The following documents are included or incorporated by reference as exhibits
to this report:

-------------------------------------------------------------------------
       EXHIBITS
    SEC REFERENCE     TITLE OF DOCUMENT                   LOCATION
        NUMBER
-------------------------------------------------------------------------
         3(a)         Articles of Incorporation*          Previously
                      (Filed on December 12, 1997)        filed
-------------------------------------------------------------------------
         3(b)         Bylaws*                             Previously
                      (Adopted December 19, 1997)         filed
-------------------------------------------------------------------------
         4            Sample Stock Certificate*           Previously
                                                          filed
-------------------------------------------------------------------------
        10            Material Contract**                 Previously
                      Right to Sell Agreement             filed
-------------------------------------------------------------------------
        23            Consent of G. Brad Beckstead, CPA   This
                                                          filing
-------------------------------------------------------------------------
        99            Notice of Effectiveness issued by   Previously
                      Nevada Secretary of State*          filed
-------------------------------------------------------------------------
*  Previously filed as an exhibit to the Company's Form 10SB12G filed on
   May 24, 2001.

** Previously filed as an exhibit to the Company's Amendment No. 1 to Form
   10SB12G filed on July 16, 2001.

(b)  REPORTS ON FORM 8-K

Foxy Jewelry filed one Form 8-K dated February 15, 2002, Form 8-K containing
information pursuant to Item 5 ("Other Events") entitled "Change in corporate
address."

                                      24
<PAGE>


                                  SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                  Foxy Jewelry Inc.
                                 -------------------
                                    (Registrant)

Date:  February 21, 2002
       ------------------

By:  /s/ Mike Fox
     ---------------------
     Michael Fox,
     Chairman of the Board
     President,
     Chief Financial Officer

By:  /s/ Cleone Bickers
     ---------------------
     Cleone Bickers
     Vice-President

                                       25

<PAGE>