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

                                  FORM 10-KSB/A
                                 Amendment No. 3
(Mark One)
  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended       December 31, 2004
                                     -----------------
  [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

        For the transition period from          to
                                       --------    ----------
                Commission File Number       0-25951
                                            ----------
                         Consolidated Energy, Inc.
              --------------------------------------------------
              (Exact name of registrant as specified in charter)

        Wyoming                                        86-0852222
------------------------------                 --------------------------
State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization

            76 George Road, P.O. Box 537, Betsy Layne, Kentucky 41605
            ---------------------------------------------------------
              (Address of principal executive offices and Zip Code)

                                 (859) 488-0070
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

            12508 West Atlantic Blvd., Coral Springs, Florida 33071
            -------------------------------------------------------
          (Former address of principal executive offices and Zip Code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
        None                                             N/A
-------------------                  -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                              (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.
(1)  Yes [X]  No [ ]  (2)  Yes [X]  No  [ ]

  Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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.    [ ]


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                      ITEM 8A. CONTROLS AND PROCEDURES

In connection with the audit of our financial statements for the fiscal year
ended December 31, 2004, our new outside auditors have identified and orally
brought to the attention of certain of our officers and board members what they
consider to be material weaknesses in our internal controls.  Because this
notification came in the course of changing auditors and preparing this annual
report, we have not yet been able to undertake significant remedial action to
address the identified weaknesses.  Our principal executive and financial
officers participated with management in the evaluation of effectiveness of the
controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15
under the Exchange Act as of the end of the period covered by this report.
Based on that evaluation and the information from the new auditors, our
principal executive and financial officers have concluded that our disclosure
controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under
the Exchange Act) were not effective as of the end of the period covered by the
report.

Despite the material weaknesses identified, our principal executive and
financial officers believe that there are no material inaccuracies or omissions
of material facts necessary to make the statements included in this report not
misleading in light of the circumstances under which they are made.  To overcome
the material weaknesses, our principal executive and financial officers directed
our internal accounting staff to provide additional substantive accounting
information and data to our outside auditors in conjuction with their audit of
the consolidated financial statements for the year ended December 31, 2004.

Furthermore, the principal executive and financial officers and management are
engaged in an extensive review of controls and procedures and expect to make
changes in response to comments from the new auditors when such comments are
received.  At this time, the full extent of the changes to be made is unknown.


             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(3)EXHIBITS

Exhibit 31.1 Certification of CEO Pursuant to Section 302 of the
             Sarbannes-Oxley Act of 2002.
Exhibit 31.2 Certification of CFO Pursuant to Section 302 of the
             Sarbannes-Oxley Act of 2002.
Exhibit 32.1 Certification of CEO Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of CFO Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.

                                SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                Consolidated Energy, Inc.

Date: February 14, 2006        By: /S/David Guthrie, President
                                   (Principal Executive Officer)

Date: February 14, 2006        By: /S/Robert E. Chmiel, Interim CFO
                                   (Principal Financial Officer)


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


Date: February 14, 2006        By: /S/ David Guthrie, Director

Date: February 14, 2006        By: /S/ Barry W. Tackett, Director

Date: February 14, 2006        By: /S/ Scott R. Griffiths, Director

Date: February 14, 2006        By: /S/ Timothy M. Stobaugh, Director

Date: February 14, 2006        By: /S/ Joseph G. Jacobs, Director

Date: February 14, 2006        By: /S/ Robert E. Chmiel, Director