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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                         Savoy Capital Investments, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

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


2677 West Hampden Avenue, Sheridan, Colorado                           80111
--------------------------------------------                         ----------
(Address of Principal Executive Offices)                             (Zip Code)


  Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003
  ----------------------------------------------------------------------------
                            (Full title of the plan)


                           Mr. Andrew N. Peterie, Sr.
                            2677 West Hampden Avenue
                            Sheridan, Colorado 80111
                      -------------------------------------
                     (Name and address of agent for service)

                                 (303) 762-1112
          -----------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
                                                       Proposed            Proposed maximum
 Title of securities to       Amount to be         maximum offering       aggregate offering          Amount of
     be registered             registered          price per share*             price             registration fee
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
<S>                            <C>                        <C>                  <C>                     <C>
Common Stock, par value        333,333                    $0.15                $ 50,000                $4.60
    $0.001 per share
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
         Total                 333,333                                         $ 50,000                $4.60
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>

     *Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the General Rules and Regulations promulgated under
the Securities Act of 1933. Pursuant to Rule 457(h), based upon the average of
the high and low bid prices for the common stock on the OTC Bulletin Board on
December 26, 2003, of $.15.



                                       1
<PAGE>

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         See Item 2. below.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The registrant will deliver, or cause to be delivered, the documents
containing the information specified in Part I, Items 1. and 2., of Form S-8 to
each participant in the Registrant's Non-Employee Directors and Consultants
Retainer Stock Plan for the Year 2003 in accordance with Form S-8 and Rule 428
of the General Rules and Regulations promulgated under the Securities Act of
1933. The registrant will also provide a written statement to participants
advising them that, upon written or oral request, the Registrant will make
available to them, without charge, (i) the documents incorporated by reference
in Item 3. of Part II of this registration statement and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section
10(a) prospectus and will include the address (giving title or department) and
telephone number to which the request is to be directed.


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following are incorporated by reference in this registration statement:

     (a) The registrant's latest annual report on Form 10-KSB for the fiscal
year ended December 31, 2002, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 on March 27, 2003.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report on Form 10-KSB referred to in (a) above.

     (c) The description of the registrant's common stock contained in the
registration statement on Form 10-SB filed by the registrant to register the
common stock under Section 12 of the Securities Exchange Act of 1934, including
all amendments filed for the purpose of updating the description.


                                       2
<PAGE>
     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of the documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Neither our Articles of Incorporation nor our Bylaws contain a provision
entitling any director or officer to indemnification against liability under the
Securities Act of 1933. The Colorado Revised Statutes, as amended, permit us to
indemnify our officers, directors, employees and agents from any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee or agent acted in good faith and in a manner that
the person believed to be in the best interests of the registrant. A
determination may be made by the stockholders; by a majority of the directors
who are not parties to the action, suit or proceeding; or by opinion of
independent legal counsel in the event a quorum of directors who are not a party
to the action, suit or proceeding does not exist.

     Provided the terms and conditions of these provisions under Colorado law
are met, officers, directors, employees and agents of the registrant may be
indemnified against any cost, loss or expense arising out of any liability under
the Securities Act of 1933. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, we have been advised that, in the opinion
of the Securities and Exchange Commission, the indemnification is against public
policy and is, therefore, unenforceable.

     The Colorado Revised Statutes provide further for permissive
indemnification of officers and directors as follows:

     7-109-102. Authority to indemnify directors.

     (1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:

          (a) The person conducted himself or herself in good faith; and

                                       3
<PAGE>
          (b) The person reasonably believed:

               (I) In the case of conduct in an official capacity with the
          corporation, that his or her conduct was in the corporation's best
          interests; and

               (II) In all other cases, that his or her conduct was at least not
          opposed to the corporation's best interests; and

          (c) In the case of any criminal proceeding, the person had no
     reasonable cause to believe his or her conduct was unlawful.

     (2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (II) of paragraph (b) of subsection (1) of this
section. A director's conduct with respect to an employee benefit plan for a
purpose that the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not to satisfy
the requirements of paragraph (a) of subsection (1) of this section.

     (3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

     (4) A corporation may not indemnify a director under this section:

          (a) In connection with a proceeding by or in the right of the
     corporation in which the director was adjudged liable to the corporation;
     or

          (b) In connection with any other proceeding charging that the director
     derived an improper personal benefit, whether or not involving action in an
     official capacity, in which proceeding the director was adjudged liable on
     the basis that he or she derived an improper personal benefit.

     (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     7-109-103. Mandatory indemnification of directors.

     Unless limited by its articles of incorporation, a corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

     7-109-104. Advance of expenses to directors.


                                       4
<PAGE>
     (1) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

          (a) The director furnishes to the corporation a written affirmation of
     the director's good faith belief that he or she has met the standard of
     conduct described in section 7-109-102;

          (b) The director furnishes to the corporation a written undertaking,
     executed personally or on the director's behalf, to repay the advance if it
     is ultimately determined that he or she did not meet the standard of
     conduct; and

          (c) A determination is made that the facts then known to those making
     the determination would not preclude indemnification under this article.

     (2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.

     (3) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 7-109-106.

     7-109-105 Court-ordered indemnification of directors.

     (1) Unless otherwise provided in the articles of incorporation, a director
who is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:

          (a) If it determines that the director is entitled to mandatory
     indemnification under section 7-109-103, the court shall order
     indemnification, in which case the court shall also order the corporation
     to pay the director's reasonable expenses incurred to obtain court-ordered
     indemnification.

          (b) If it determines that the director is fairly and reasonably
     entitled to indemnification in view of all the relevant circumstances,
     whether or not the director met the standard of conduct set forth in
     section 7-109-102 (1) or was adjudged liable in the circumstances described
     in section 7-109-102 (4), the court may order such indemnification as the
     court deems proper; except that the indemnification with respect to any
     proceeding in which liability shall have been adjudged in the circumstances
     described in section 7-109-102 (4) is limited to reasonable expenses
     incurred in connection with the proceeding and reasonable expenses incurred
     to obtain court-ordered indemnification.

     7-109-106. Determination and authorization of indemnification of directors.


                                       5
<PAGE>
     (1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been made.

     (2) The determinations required by subsection (1) of this section shall be
made:

          (a) By the board of directors by a majority vote of those present at a
     meeting at which a quorum is present, and only those directors not parties
     to the proceeding shall be counted in satisfying the quorum; or

          (b) If a quorum cannot be obtained, by a majority vote of a committee
     of the board of directors designated by the board of directors, which
     committee shall consist of two or more directors not parties to the
     proceeding; except that directors who are parties to the proceeding may
     participate in the designation of directors for the committee.

     (3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even if a quorum is
obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required to be made by subsection (1) of this section shall be made:

          (a) By independent legal counsel selected by a vote of the board of
     directors or the committee in the manner specified in paragraph (a) or (b)
     of subsection (2) of this section or, if a quorum of the full board cannot
     be obtained and a committee cannot be established, by independent legal
     counsel selected by a majority vote of the full board of directors; or

          (b) By the shareholders.

     (4) Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible; except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

     7-109-107. Indemnification of officers, employees, fiduciaries, and agents.

     (1) Unless otherwise provided in the articles of incorporation:

          (a) An officer is entitled to mandatory indemnification under section
     7-109-103, and is entitled to apply for court-ordered indemnification under
     section 7-109-105, in each case to the same extent as a director;


                                       6
<PAGE>
          (b) A corporation may indemnify and advance expenses to an officer,
     employee, fiduciary, or agent of the corporation to the same extent as to a
     director; and

          (c) A corporation may also indemnify and advance expenses to an
     officer, employee, fiduciary, or agent who is not a director to a greater
     extent, if not inconsistent with public policy, and if provided for by its
     bylaws, general or specific action by its board of directors or
     shareholders, or contract.

     7-109-108. Insurance.

     A corporation may purchase and maintain insurance on behalf of a person who
is or was a director, officer, employee, fiduciary, or agent of the corporation,
or who, while a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity or arising
from his or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person against
the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity or any other interest
through stock ownership or otherwise.

     7-109-109 Limitation of indemnification of directors.

     (1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

     (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

     7-109-110. Notice to shareholders of indemnification of director.

     If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.


                                       7
<PAGE>
     The Registrant, with approval of the Registrant's Board of Directors, may
obtain directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached to this registration statement.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information


                                       8
<PAGE>
     (d) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





                                       9
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sheridan, Colorado, on December 29, 2003.

                                      SAVOY CAPITAL INVESTMENTS, INC.



                                      By: /s/ Andrew N. Peterie, Sr.
                                          --------------------------------------
                                          Andrew N. Peterie, President



     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Date:  December 29, 2003            /s/ Andrew N. Peterie, Sr.
                                    ------------------------------------------
                                    Andrew N. Peterie, President, Secretary,
                                    Treasurer and Director  (Principal
                                    Executive, Financial and Accounting Officer)





                                       10
<PAGE>



                                  EXHIBIT INDEX

     The following Exhibits are filed as part of this Registration Statement on
Form S-8.

Exhibit No.    Description
-----------    --------------------------------------------------------------

    4*         Non-Employee Directors and Consultants Retainer Stock Plan for
               the Year 2003

    5*         Opinion and Consent of Cudd & Associates

 23.1*         Consent of Comiskey & Company, Professional Corporation,
               Certified Public Accountants & Consultants, independent auditors.

 23.2*         Consent of Cudd & Associates (included in Exhibit 5 hereto)
------------------
  *Filed herewith.




                                       11
<PAGE>
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Savoy Capital Investments, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

2677 West Hampden Avenue, Sheridan, Colorado                           80111
--------------------------------------------                         ----------
(Address of Principal Executive Offices)                             (Zip Code)

  Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2003
  ----------------------------------------------------------------------------
                            (Full title of the plan)

                           Mr. Andrew N. Peterie, Sr.
                            2677 West Hampden Avenue
                            Sheridan, Colorado 80111
                      -------------------------------------
                     (Name and address of agent for service)

                                 (303) 762-1112
          -----------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
                                                       Proposed            Proposed maximum
 Title of securities to       Amount to be         maximum offering       aggregate offering          Amount of
     be registered             registered          price per share*             price             registration fee
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, par value        333,333                    $0.15                $ 50,000                $4.60
    $0.001 per share
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
         Total                 333,333                                         $ 50,000                $4.60
------------------------- ---------------------- ---------------------- ----------------------- ----------------------
*Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the General Rules and Regulations promulgated under
the Securities Act of 1933. Pursuant to Rule 457(h), based upon the average of
the high and low bid prices for the common stock on the OTC Bulletin Board on
December 26, 2003, of $.15.

                                       1
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         See Item 2. below.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The registrant will deliver, or cause to be delivered, the documents
containing the information specified in Part I, Items 1. and 2., of Form S-8 to
each participant in the Registrant's Non-Employee Directors and Consultants
Retainer Stock Plan for the Year 2003 in accordance with Form S-8 and Rule 428
of the General Rules and Regulations promulgated under the Securities Act of
1933. The registrant will also provide a written statement to participants
advising them that, upon written or oral request, the Registrant will make
available to them, without charge, (i) the documents incorporated by reference
in Item 3. of Part II of this registration statement and (ii) other documents
required to be delivered pursuant to Rule 428(b). The statement will inform the
participants that these documents are incorporated by reference in the Section
10(a) prospectus and will include the address (giving title or department) and
telephone number to which the request is to be directed.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following are incorporated by reference in this registration statement:

     (a) The registrant's latest annual report on Form 10-KSB for the fiscal
year ended December 31, 2002, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 on March 27, 2003.

     (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
annual report on Form 10-KSB referred to in (a) above.

     (c) The description of the registrant's common stock contained in the
registration statement on Form 10-SB filed by the registrant to register the
common stock under Section 12 of the Securities Exchange Act of 1934, including
all amendments filed for the purpose of updating the description.

                                       2
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of the documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Neither our Articles of Incorporation nor our Bylaws contain a provision
entitling any director or officer to indemnification against liability under the
Securities Act of 1933. The Colorado Revised Statutes, as amended, permit us to
indemnify our officers, directors, employees and agents from any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except under certain circumstances.
Indemnification may only occur if a determination has been made that the
officer, director, employee or agent acted in good faith and in a manner that
the person believed to be in the best interests of the registrant. A
determination may be made by the stockholders; by a majority of the directors
who are not parties to the action, suit or proceeding; or by opinion of
independent legal counsel in the event a quorum of directors who are not a party
to the action, suit or proceeding does not exist.

     Provided the terms and conditions of these provisions under Colorado law
are met, officers, directors, employees and agents of the registrant may be
indemnified against any cost, loss or expense arising out of any liability under
the Securities Act of 1933. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, we have been advised that, in the opinion
of the Securities and Exchange Commission, the indemnification is against public
policy and is, therefore, unenforceable.

     The Colorado Revised Statutes provide further for permissive
indemnification of officers and directors as follows:

     7-109-102. Authority to indemnify directors.

     (1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or was a
director against liability incurred in the proceeding if:

          (a) The person conducted himself or herself in good faith; and

                                       3
(b) The person reasonably believed:

               (I) In the case of conduct in an official capacity with the
          corporation, that his or her conduct was in the corporation's best
          interests; and

               (II) In all other cases, that his or her conduct was at least not
          opposed to the corporation's best interests; and

          (c) In the case of any criminal proceeding, the person had no
     reasonable cause to believe his or her conduct was unlawful.

     (2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies the
requirement of subparagraph (II) of paragraph (b) of subsection (1) of this
section. A director's conduct with respect to an employee benefit plan for a
purpose that the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not to satisfy
the requirements of paragraph (a) of subsection (1) of this section.

     (3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.

     (4) A corporation may not indemnify a director under this section:

          (a) In connection with a proceeding by or in the right of the
     corporation in which the director was adjudged liable to the corporation;
     or

          (b) In connection with any other proceeding charging that the director
     derived an improper personal benefit, whether or not involving action in an
     official capacity, in which proceeding the director was adjudged liable on
     the basis that he or she derived an improper personal benefit.

     (5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     7-109-103. Mandatory indemnification of directors.

     Unless limited by its articles of incorporation, a corporation shall
indemnify a person who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because the person is
or was a director, against reasonable expenses incurred by him or her in
connection with the proceeding.

     7-109-104. Advance of expenses to directors.

                                       4
(1) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

          (a) The director furnishes to the corporation a written affirmation of
     the director's good faith belief that he or she has met the standard of
     conduct described in section 7-109-102;

          (b) The director furnishes to the corporation a written undertaking,
     executed personally or on the director's behalf, to repay the advance if it
     is ultimately determined that he or she did not meet the standard of
     conduct; and

          (c) A determination is made that the facts then known to those making
     the determination would not preclude indemnification under this article.

     (2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but need not be
secured and may be accepted without reference to financial ability to make
repayment.

     (3) Determinations and authorizations of payments under this section shall
be made in the manner specified in section 7-109-106.

     7-109-105 Court-ordered indemnification of directors.

     (1) Unless otherwise provided in the articles of incorporation, a director
who is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:

          (a) If it determines that the director is entitled to mandatory
     indemnification under section 7-109-103, the court shall order
     indemnification, in which case the court shall also order the corporation
     to pay the director's reasonable expenses incurred to obtain court-ordered
     indemnification.

          (b) If it determines that the director is fairly and reasonably
     entitled to indemnification in view of all the relevant circumstances,
     whether or not the director met the standard of conduct set forth in
     section 7-109-102 (1) or was adjudged liable in the circumstances described
     in section 7-109-102 (4), the court may order such indemnification as the
     court deems proper; except that the indemnification with respect to any
     proceeding in which liability shall have been adjudged in the circumstances
     described in section 7-109-102 (4) is limited to reasonable expenses
     incurred in connection with the proceeding and reasonable expenses incurred
     to obtain court-ordered indemnification.

     7-109-106. Determination and authorization of indemnification of directors.

                                       5
(1) A corporation may not indemnify a director under section 7-109-102
unless authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in section 7-109-102. A
corporation shall not advance expenses to a director under section 7-109-104
unless authorized in the specific case after the written affirmation and
undertaking required by section 7-109-104 (1) (a) and (1) (b) are received and
the determination required by section 7-109-104 (1) (c) has been made.

     (2) The determinations required by subsection (1) of this section shall be
made:

          (a) By the board of directors by a majority vote of those present at a
     meeting at which a quorum is present, and only those directors not parties
     to the proceeding shall be counted in satisfying the quorum; or

          (b) If a quorum cannot be obtained, by a majority vote of a committee
     of the board of directors designated by the board of directors, which
     committee shall consist of two or more directors not parties to the
     proceeding; except that directors who are parties to the proceeding may
     participate in the designation of directors for the committee.

     (3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established under
paragraph (b) of subsection (2) of this section, or, even if a quorum is
obtained or a committee is designated, if a majority of the directors
constituting such quorum or such committee so directs, the determination
required to be made by subsection (1) of this section shall be made:

          (a) By independent legal counsel selected by a vote of the board of
     directors or the committee in the manner specified in paragraph (a) or (b)
     of subsection (2) of this section or, if a quorum of the full board cannot
     be obtained and a committee cannot be established, by independent legal
     counsel selected by a majority vote of the full board of directors; or

          (b) By the shareholders.

     (4) Authorization of indemnification and advance of expenses shall be made
in the same manner as the determination that indemnification or advance of
expenses is permissible; except that, if the determination that indemnification
or advance of expenses is permissible is made by independent legal counsel,
authorization of indemnification and advance of expenses shall be made by the
body that selected such counsel.

     7-109-107. Indemnification of officers, employees, fiduciaries, and agents.

     (1) Unless otherwise provided in the articles of incorporation:

          (a) An officer is entitled to mandatory indemnification under section
     7-109-103, and is entitled to apply for court-ordered indemnification under
     section 7-109-105, in each case to the same extent as a director;

                                       6
(b) A corporation may indemnify and advance expenses to an officer,
     employee, fiduciary, or agent of the corporation to the same extent as to a
     director; and

          (c) A corporation may also indemnify and advance expenses to an
     officer, employee, fiduciary, or agent who is not a director to a greater
     extent, if not inconsistent with public policy, and if provided for by its
     bylaws, general or specific action by its board of directors or
     shareholders, or contract.

     7-109-108. Insurance.

     A corporation may purchase and maintain insurance on behalf of a person who
is or was a director, officer, employee, fiduciary, or agent of the corporation,
or who, while a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan, against
liability asserted against or incurred by the person in that capacity or arising
from his or her status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify the person against
the same liability under section 7-109-102, 7-109-103, or 7-109-107. Any such
insurance may be procured from any insurance company designated by the board of
directors, whether such insurance company is formed under the laws of this state
or any other jurisdiction of the United States or elsewhere, including any
insurance company in which the corporation has an equity or any other interest
through stock ownership or otherwise.

     7-109-109 Limitation of indemnification of directors.

     (1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract, except an insurance policy, or otherwise, is valid only to the extent
the provision is not inconsistent with sections 7-109-101 to 7-109-108. If the
articles of incorporation limit indemnification or advance of expenses,
indemnification and advance of expenses are valid only to the extent not
inconsistent with the articles of incorporation.

     (2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to
pay or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not been
made a named defendant or respondent in the proceeding.

     7-109-110. Notice to shareholders of indemnification of director.

     If a corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the corporation,
the corporation shall give written notice of the indemnification or advance to
the shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of the
board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.

                                       7
The Registrant, with approval of the Registrant's Board of Directors, may
obtain directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The exhibits required by Item 601 of Regulation S-K, and an index
thereto, are attached to this registration statement.

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.

     (b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c) To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information

                                       8
(d) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sheridan, Colorado, on December 29, 2003.

                                      SAVOY CAPITAL INVESTMENTS, INC.

                                      By: /s/ Andrew N. Peterie, Sr.
                                          --------------------------------------
                                          Andrew N. Peterie, President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Date:  December 29, 2003            /s/ Andrew N. Peterie, Sr.
                                    ------------------------------------------
                                    Andrew N. Peterie, President, Secretary,
                                    Treasurer and Director  (Principal
                                    Executive, Financial and Accounting Officer)

                                       10
EXHIBIT INDEX

     The following Exhibits are filed as part of this Registration Statement on
Form S-8.

Exhibit No.    Description
-----------    --------------------------------------------------------------

    4*         Non-Employee Directors and Consultants Retainer Stock Plan for
               the Year 2003

    5*         Opinion and Consent of Cudd & Associates

 23.1*         Consent of Comiskey & Company, Professional Corporation,
               Certified Public Accountants & Consultants, independent auditors.

 23.2*         Consent of Cudd & Associates (included in Exhibit 5 hereto)
------------------
  *Filed herewith.

                                       11