UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB/A**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year ended December 31, 2004[  
                ]
            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACTFor
                the transition period from _________ to ________Commission
                file number333-115549





**Colombia
                Goldfields Ltd.**(Name
                of small business issuer in its charter)Nevada
            76-0730088(State
                or other jurisdiction of incorporation or
                organization)
            (I.R.S. Employer Identification No.)375
                Water Street, Suite 610, Vancouver, BC Canada
            V6B
                5C6(Address of principal executive offices)
            (Zip
                Code)Issuer’s telephone number604-691-6518Securities registered under Section 12(b) of the Exchange
                Act:Title
                of each class
            Name of each exchange on which registeredNone
            Not
                ApplicableSecurities
                registered under Section 12(g) of the Exchange Act:Common
                Stock, par value $0.00001(Title
                of class)





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes [X]
      No [
      ]





Check
      if
      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 [ ]





State
      issuer’s revenue for its most recent fiscal year. $5,164





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. $15,840,000
      as of
      March 15, 2005 ****





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. 24,000,000 Common Shares as of March 15,
      2005.





Transitional
      Small Business Disclosure Format (Check One): Yes: __; No X









Table
      of Contents


Explanatory
      Note




The
      purpose of this amendment is to include in the Form
      10-KSB the name of the Auditor on the Auditor's report on the audit of the
      balance sheets of Secure Automated Filing Enterprises Inc. (the "Company")
      as at
      December 31, 2004 and 2003 and the related statements of operations,
      stockholders' equity and cash flows for the periods then ended and for the
      period cumulative from inception on March 25, 2003 to December 31, 2004. 
      The Auditor's name was inadvertently omitted from the Auditor's Report filed
      with the Annual Report on Form 10-KSB originally filed on April 15,
      2005.




**TABLE
      OF CONTENTS**





PagePART
                IItem
                1:
            Description
                of Business
            3Item
                2:
            Description
                of Property
            5Item
                3:
            Legal
                Proceedings
            5Item
                4:
            Submission
                of Matters to a Vote of Security Holders
            5PART
                IIItem
                5:
            Market
                for Common Equity and Related Stockholder Matters
            6Item
                6:
            Management’s
                Discussion and Analysis
            8Item
                7:
            Financial
                Statements
            10Item
                8:
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            11Item
                8A:
            Controls
                and Procedures
            11Item
                8B:
            Other
                Information
            11PART
                IIIItem
                9:
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act
            12Item
                10:
            Executive
                Compensation
            15Item
                11:
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            16Item
                12:
            Certain
                Relationships and Related Transactions
            16Item
                13:
            Exhibits
            17Item
                14:
            Principal
                Accountant Fees and Services
            17






2







Table
      of Contents





******PART
      I**





**Item
      1:** **** **** **Description
      of Business**




**Business
      Development**





We
      were
      incorporated as a Nevada corporation on March 25, 2003 under the name Secure
      Automated Filing Enterprises Inc. Since our incorporation, we provided
      electronic filing services to companies that are required to electronically
      file
      disclosure information with the Securities and Exchange Commission "SEC."





**Business
      of the Issuer**





Companies
      that are required to file disclosure information with the SEC must do so
      electronically under the Electronic Data Gathering Analysis and Retrieval system
      "EDGAR." EDGAR enables registered companies to file their disclosure documents
      with the SEC in electronic format. In order to file through EDGAR, participants
      must first format their disclosure documentation into either ACSII or HTML
      format. The software that we utilized to provide formatting and filing services
      is not unique in comparison to competitors' products. Filings submitted on
      EDGAR
      are available to the public on the SEC web site as well as other information
      providers.





Since
      our
      incorporation, the focus of our operations has been to act as a full-service
      EDGARizing firm that files EDGAR reports on behalf of EDGAR participants, with
      an initial emphasis on foreign companies domiciled in Canada. Our specific
      services included:





·
            Filing
                for EDGAR access codes by Form ID;





·
            Conversion
                of documents to EDGAR acceptable formats (ASCII or
                HTML);





·
            Filing
                forms that must be filed in XML, also described as eXtensible Markup
                Language, a particular text format for the interchange of structured
                data.
                These forms include Form 3, Form 4, and Form 5;
                and





·
            Electronic
                filing of the document through the EDGAR filing web site.





We
      executed a trademark licensing agreement with the SEC to use the EDGAR name.





**Competition**





The
      market for filing services and products is relatively new, changing and
      competitive and more companies are entering the market for, and expending
      increasing resources to develop filing services. Almost all other businesses
      in
      this industry have longer operating histories, greater name recognition, more
      technical personnel, and significantly greater financial resources.
      Additionally, new competitors with potentially unique or more desirable products
      or services may enter the market.





The
      filing services industry is highly fragmented, with hundreds of independent
      agents providing a full range of filing services. Industry specific data is
      difficult to obtain and uncertain, however presently, filing agents process
      over
      60% of all Edgar filings. There are three dominant companies, Bowne &
      Company, Merrill Corporation, and RR Donnelley, and a few large regional agents
      that participate in the market.




3







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      of Contents




Revenues
      for the industry follow a recurring periodic activity, with some seasonality
      linked to significant filing deadlines imposed by law on public reporting
      companies and mutual funds.  Additionally, other smaller companies,
      including professional service providers like accountants and law firms, also
      vie for market share. These companies can serve anywhere from a dozen to several
      hundred clients. Many companies also file disclosure documentation in-house
      without resorting to the use of an EDGAR filing agent.





**Subsequent
      Events**





Subsequent
      to the reporting period, we received notice from all of our customers
      terminating our contracts with them. Also on February 7, 2004, we received
      the
      resignation of one of our directors, Mr. Brock Harris.





On
      March
      3, 2005, our President, Chief Executive Officer, and director, Rory O’Byrne,
      completed a private transaction and sold all of his shares to Daniel Hunter.
      As
      a result of this transaction, Mr. Hunter acquired 34% of our issued and
      outstanding shares. Mr. Hunter was appointed as our Chief Executive Officer,
      Chief Financial Officer, and director. Mr. O’Byrne submitted his resignation
      following the appointment of Mr. Hunter.





Due
      to
      the termination of all of our service contracts, the limited amount of business
      that we are currently generating, and the resignations of prior management,
      our
      current management is evaluating the viability of our business plan. This
      evaluation also includes identifying and evaluating other businesses and
      opportunities for acquisition that are consistent with the expertise of our
      current management. On March 15, 2005, we entered into an agreement with a
      consultant to evaluate mining exploration and development activities in China.
      At the present time, our management has not made any determination with respect
      to the viability of our current business plan or other potential opportunities.





**Trademarks
      and Intellectual Property**





We
      entered into a non-exclusive, non-assignable, royalty free trademark agreement
      with the Securities and Exchange Commission to use the EDGAR name. This
      agreement allows for cost free use of the EDGAR trademark pursuant to the terms
      and conditions set forth in the agreement. Specifically, when using the EDGAR
      name in promotional or marketing materials, we must first present the materials
      to the Associate General Counsel for Litigation and Administrative Practice
      of
      the SEC for approval, but may use the material if the Associate General Counsel
      or his or her designee has not objected in writing within twenty days. The
      agreement has a five-year term, which may be renewed upon mutual consent of
      the
      parties.





We
      provided our clients formatting and filing services through software that was
      designed and developed by Alex Meyer, of RooStar of Denmark, a paid consultant.
      The software is not unique in comparison to competitors' products and we do
      not
      have any agreements with the consultant preventing him from selling it, nor
      have
      we filed any patents, copyrights or any other intellectual property protection.





Presently,
      we do not have any intention of filing or securing any intellectual property
      protection.


Although
      we believe that our operations do not infringe on any copyright or any other
      proprietary rights of third parties, there can be no assurance that those
      parties will not assert that our business procedures infringe their proprietary
      rights. We have no assurance that third parties will not obtain, or do not
      have,
      patents covering features of our operations, in which event we or our customers
      might be required to




4









Table
      of Contents




obtain
      licenses to use such features. If a patent holder refuses to grant a license
      on
      reasonable terms or at all, we may be required to alter certain products or
      stop
      marketing them.





**Government
      Regulation**




Other
      than the requirement that we secure a trademark license from the SEC for use
      of
      the name or phrase EDGAR in our materials, we are not aware of any existing
      or
      probable governmental regulation that will have a material impact on our
      company.





We
      are
      not subject to any compliance with environmental laws.





**Research
      and Development**





Our
      business currently does not rely on the continued research and development
      of
      our software. However, in order to compete effectively and expand our business
      certain software development is required to meet evolving SEC standards.





We
      incurred research and development expenditures for the fiscal years ended
      December 31, 2003 and 2004 in the amount of $2,269 and $23
      respectively.





**Employees**





Other
      than our sole officer, we have no employees. We do retain consultants to assist
      in our operations on an as-needed basis.





**Item
      2:** **** **** **Description
      of Property**





Our
      principal offices are now located at 375 Water Street, Suite 610, Vancouver,
      BC,
      Canada V6B 5C6. We do not own or lease any real estate property. The real estate
      we occupy is provided at no cost by our President.





**Item
      3:** **** **Legal
      Proceedings**




We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.




Our
      agent
      for service of process in Nevada is Cane Clark LLP, 3273 E. Warm Springs, Rd.,
      Las Vegas, Nevada 89120.





**Item
      4:** **** **** **Submission
      of Matters to a Vote of Security Holders**





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the fourth quarter of the fiscal
      year ended December 31, 2004.




5







Table
      of Contents





**PART
      II**





**Item
      5:** **** **Market
      for Common Equity and Related Stockholder****Matters**





**Market
      Information**





Our
      common stock is currently quoted on the OTC Bulletin Board, which is sponsored
      by the National Association of Securities Dealers (“NASD”). The OTC Bulletin
      Board is a network of security dealers who buy and sell stock. The dealers
      are
      connected by a computer network that provides information on current "bids"
      and
      "asks", as well as volume information. Our shares are quoted on the OTC Bulletin
      Board under the symbol “SAFT”





The
      following table sets forth the range of high and low bid quotations for our
      Common Stock for each of the periods indicated as reported by the NASD OTCBB.
      These quotations reflect inter-dealer prices, without retail mark-up, mark-down
      or commission and may not represent actual transactions.





Fiscal
                Year Ending December 31, 2004Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2004
            
            N/A
            
            N/AJune
                30, 2004
            
            N/A
            
            N/ASeptember
                30, 2004
            
            N/A
            
            N/ADecember
                31, 2004
            
            N/A
            
            N/AFiscal
                Year Ending December 31, 2005Quarter
                Ended
            
            High
                $
            
            Low
                $March
                31, 2005
            
            12.00
            
            0.50





**Penny
      Stock**





The
      Securities Exchange Commission has adopted rules that regulate broker-dealer
      practices in connection with transactions in penny stocks. Penny stocks are
      generally equity securities with a price of less than $5.00, other than
      securities registered on certain national securities exchanges or quoted on
      the
      Nasdaq system, provided that current price and volume information with respect
      to transactions in such securities is provided by the exchange or system. The
      penny stock rules require a broker-dealer, prior to a transaction in a penny
      stock not otherwise exempt from those rules, deliver a standardized risk
      disclosure document prepared by the Commission, which: (a) contains a
      description of the nature and level of risk in the market for penny stocks
      in
      both public offerings and secondary trading; (b) contains a description of
      the
      broker's or dealer's duties to the customer and of the rights and remedies
      available to the customer with respect to a violation to such duties or other
      requirements of Securities' laws; (c) contains a brief, clear, narrative
      description of a dealer market, including bid and ask prices for penny stocks
      and significance of the spread between the bid and ask price; (d) contains
      a
      toll-free telephone number for inquiries on disciplinary actions; (e) defines
      significant terms in the disclosure document or in the conduct of trading in
      penny stocks; and (f) contains such other information and is in such form as
      the
      Commission shall require by rule or regulation. The broker-dealer also must
      provide, prior to effecting any transaction in a penny stock, the customer:
      (a)
      with bid and offer quotations for the penny stock; (b) the compensation of
      the
      broker-dealer and its salesperson in the transaction; (c) the number of shares
      to which such bid and ask prices apply, or other comparable information relating
      to the depth and liquidity of the market for such stock; and (d) monthly account
      statements showing the market value of each penny stock held in the customer's
      account. In addition, the penny stock rules require that prior to a transaction
      in a penny stock not otherwise exempt from those rules; the broker-dealer must
      make a special written determination that the penny stock is a suitable
      investment for the purchaser and receive




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      of Contents




the
      purchaser's written acknowledgment of the receipt of a risk disclosure
      statement, a written agreement to transactions involving penny stocks, and
      a
      signed and dated copy of a written suitably statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      in
      the secondary market for our stock if it becomes subject to these penny stock
      rules. Therefore, because our common stock is subject to the penny stock rules,
      stockholders may have difficulty selling our securities.





**Holders
      of Our Common Stock**





As
      of
      March 31, 2005, there were 12 stockholders of record.





**Dividends**





There
      are
      no restrictions in our articles of incorporation or bylaws that restrict us
      from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            We
                would not be able to pay our debts as they become due in the usual
                course
                of business; or





2.
            Our
                total assets would be less than the sum of our total liabilities,
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





We
      currently do not have any equity compensation plans in place.





**Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered Securities**





We
      filed
      a registration statement on Form SB-2 (File No. 333-115549) to register a
      maximum of 2,000,000 shares. This registration statement was declared effective
      by the Securities and Exchange Commission on August 10, 2004. We sold all of
      the
      shares registered and received gross proceeds of $100,000. We issued 2,000,000
      shares of common stock under our registration statement. On February 23, 2005,
      our board of directors approved an eight-for-one forward split of all of our
      outstanding shares of common stock for shareholders of record on March 7, 2005.
      Each stockholder of record at the close of business on the Record Date was
      issued seven additional shares of our common stock for each one share held
      on
      the Record Date. As a result, there are currently 16,000,000 shares of common
      stock issued and outstanding to subscribers in our registered offering.





The
      information set forth below relates to our issuances of securities without
      registration under the Securities Act of 1933 during the past three
      years.





On
      May 5,
      2003, we issued 1,000,000 restricted shares of common stock each to our founding
      officer and director, Arne Raabe, and our former officer and director, Rory
      O'Byrne. These securities were issued pursuant to an exemption under Section
      4(2) of the Securities Act of 1933. We received total proceeds of $2,000 from
      the issuance of these securities. They are sophisticated investors, were
      officers and directors at the time of purchase, and were in possession of all
      material information relating to the company. Further, no commissions were
      paid
      to anyone in connection with the sale of the shares and general solicitation
      was
      not made to anyone. We issued the stock certificates and affixed the appropriate
      legends to the restricted stock.





7







Table
      of Contents




**Item
      6:** **** **** **Management’s
      Discussion and Analysis**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of
      the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934, as amended. Actual results may differ materially from
      those included in the forward-looking statements. The Company intends such
      forward-looking statements to be covered by the safe-harbor provisions for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and is including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking statements, which are based on
      certain assumptions and describe future plans, strategies and expectations
      of
      the Company, are generally identifiable by use of the
      words “believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,”
      or similar expressions. The Company’s ability to predict results or the actual
      effect of future plans or strategies is inherently uncertain. Factors which
      could have a material adverse affect on the operations and future prospects
      of
      the Company on a consolidated basis include, but are not limited to: changes
      in
      economic conditions, legislative/regulatory changes, availability of capital,
      interest rates, competition, and generally accepted accounting principles.
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Further
      information concerning the Company and its business, including additional
      factors that could materially affect the Company’s financial results, is
      included herein and in the Company’s other filings with the Securities and
      Exchange Commission.





**Results
      of Operations**





For
      the
      year ended December 31, 2004, we generated total revenue of $5,164, compared
      to
      revenue in the amount of $3,900 for the year ended December 31, 2003. We have
      generated revenue solely from our EDGARization services that we provided to
      clients. We were incorporated under the laws of the State of Nevada on March
      25,
      2003. Our increase in revenue is primarily attributable to having maintained
      operations in 2004 for the full fiscal year as opposed to having operations
      for
      only a portion of fiscal 2003.





We
      incurred operating expenses in the amount of $28,258 for the year ended December
      31, 2004. Our expenses for the year ended December 31, 2004 consisted primarily
      of auditing expenses in the amount of $4,120, consulting fees of $19,200, and
      legal and filing fees in the amount of $4,906. We incurred expenses in the
      amount of $40,299 for the year ended December 31, 2003. Our expenses for the
      year ended December 31, 2003 consisted primarily of auditing expenses in the
      amount of $3,600, consulting fees of $33,200, and website and software
      development costs in the amount of $2,269. The decrease in expenses from fiscal
      2003 to fiscal 2004 is primarily attributable to a decrease in the payment
      of
      consulting fees. We incurred more consulting expenses in fiscal 2003 because
      we
      were trying to develop our business plan and commence operations.




Our
      net
      loss for the year ended December 31, 2004 was $23,094, compared to a net loss
      of
      $36,399 in the prior year.





**Assets**





As
      of
      December 31, 2004, we had total assets of $105,595. As of December 31, 2004,
      our
      assets consisted of cash in the amount of $104,685 and accounts receivable
      in
      the amount of $910.





8







Table
      of Contents




**Liabilities
      and Stockholders Deficit**





Our
      total
      liabilities as of December 31, 2004 were $9,687. Our liabilities consisted
      of
      accounts payable and accrued liabilities in the amount of $3,687 and advances
      from a related party in the amount of $6,000. The advances from a related party
      are due to a former officer and director. This advance is non-interest bearing,
      unsecured and due on demand.





Our
      total
      stockholders’ equity as of December 31, 2004 was $95,908, compared to a
      stockholders’ deficiency of $198 as of December 31, 2003.





**Liquidity
      and Capital Resources**





As
      of
      December 31, 2004, we had current assets of $105,595. Our current assets
      consisted primarily of cash in the amount of $104,685. Our total current
      liabilities as of December 31, 2004 were $9,687. As a result, on December 31,
      2004, we had working capital of $95,908. During the fourth quarter of the
      reporting period, we received $100,000 in gross proceeds from the sale of shares
      of common stock registered in our public offering.




We
      believe our existing cash balances are sufficient to maintain our corporate
      operations for the next twelve months with our current operations. To the extent
      that we require additional funds to support our current operations or the
      acquisition of any business or opportunity, we may sell additional equity or
      issue debt. Any sale of additional equity securities will result in dilution
      to
      our stockholders. There can be no assurance that additional financing, if
      required, will be available to our company or on acceptable terms.





Going
      Concern





In
      a
      development stage company, management devotes most of its activities towards
      developing a market for its products. To date, we have generated only nominal
      amounts of revenue and have only a small customer base. As at December 31,
      2004,
      we had limited cash resources and it is likely that we need to offer for sale
      additional common stock to continue the development of our business. There
      can
      be no assurance that we will be successful in raising the funds necessary to
      maintain operations, or that a self-supporting level of operations will ever
      be
      achieved. These factors together raise substantial doubt about our ability
      to
      continue as a going concern. The financial statements do not include any
      adjustment to reflect the possible future effect on the recoverability and
      classification of the assets or the amounts and classification of liabilities
      that may result should we cease to continue as a going concern.





Off
      Balance Sheet Arrangements





As
      of
      December 31, 2004, there were no off balance sheet arrangements.





9







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      of Contents





**Item
      7:** **** ******Financial
      Statements**





Index
      to
      Financial Statements:





Audited
      Financial Statements:




F-1  Independent
      Auditor’s Report




F-2  Balance
      Sheets - As of December 31, 2004 and December 31, 2003




F-3  Statements
      of Operations - Years Ended December 31, 2004, and 2003




F-4  Statement
      of Stockholders’ Equity (Deficiency) - Years Ended December 31, 2004, and 2003




F-5  Statements
      of Cash Flows - Years Ended December 31, 2004, and 2003





F-6       Notes to Financial
      Statements





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      of Contents




**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**FINANCIAL
      STATEMENTS**





**DECEMBER
      31, 2004 AND 2003**










Table
      of Contents




**Hoogendoorn
      Vellmer**


*Chartered
      Accountants*


*__________________________________________________________________________________________________________________________*


Suite
      406-455 Granville Street


Vancouver,
      B.C. , V6C 1T1


Tel:
      604-687-3773


Fax:
      604-687-3778




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Stockholders of


Secure
      Automated Filing Enterprises Inc.


(A
      Development State Company)





We
      have
      audited the balance sheets of Secure Automated Filing Enterprises Inc. (“the
      Company”) as at December 31, 2004 and 2003 and the related statements of
      operations, stockholders’ equity and cash flows for the periods then ended and
      for the period cumulative from inception on March 25, 2003 to December 31,
      2004.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform an audit to obtain reasonable assurance whether the financial
      statements are free of material misstatement. An audit includes consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      also
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements, assessing the accounting principles
      used and significant estimates made by management, and evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, these financial statements present fairly, in all material respects,
      the financial position of the Company as at December 31, 2004 and 2003 and
      the
      results of its operations and it’s cash flows for the periods then ended and for
      the period cumulative from inception on March 25, 2003 to December 31, 2004
      in
      conformity with generally accepted accounting principles in the United States
      of
      America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company’s business is in the development stage and only nominal revenues
      have been generated to date. At December 31, 2004 the Company has limited cash
      resources and requires new financing, either through issuing shares or debt,
      to
      continue the development of its business. These factors together raise
      substantial doubt about its ability to continue as a going concern. Management’s
      plans in regards to these matters are also discussed in Note 1. The financial
      statements do not include any adjustment that might result from the outcome
      of
      this uncertainty.








Vancouver,
      Canada /s/
      Hoogendoorn Vellmer


March
      18,
      2005    Chartered Accountants




F
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      1







Table
      of Contents




**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**BALANCE
      SHEETS**







**December
                31,**
            
            **December
                31,****As
                at**
            **2004**
            
            **2003**$
            
            
            $**ASSETS****CURRENT**Cash
            
            104,685
            
            
            3,491Accounts
                receivable
            
            910
            
            
            660**TOTAL
                ASSETS**
            
            105,595
            
            
            4,151**LIABILITIES****CURRENT**Accounts
                payable and accrued liabilities
            
            3,687
            
            
            3,600Advances
                from a related party (Note 3)
            
            6,000
            
            
            749**TOTAL
                LIABILITIES**
            
            9,687
            
            
            4,349**STOCKHOLDERS'
                EQUITY (DEFICIENCY)****COMMON
                STOCK (Note 4)**Authorized:
                50,000,000 shares, $0.00001 par valueIssued
                and outstanding: 24,000,000 shares
              (December
                31, 2003: 8,000,000 shares)
            
            240
            
            
            80**ADDITIONAL
                PAID-IN CAPITAL**
            
            100,761
            
            
            921**DONATED
                CAPITAL (Note 5)**
            
            54,400
            
            
            35,200**DEFICIT
                ACCUMULATED DURING THE DEVELOPMENT STAGE**
            
            (59,493)
            
            
            (36,399)**TOTAL
                STOCKHOLDERS’ EQUITY (DEFICIENCY)**
            
            95,908
            
            
            (198)**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)**
            
            105,595
            
            
            4,151





**NOTE
      1 - INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS**







**See
      accompanying Notes to the Financial Statements**





F
      -
      2







Table
      of Contents








**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF OPERATIONS**








Cumulative
                fromInception
                ofDevelopmentStage
                onYear
                ended
            
            Year
                ended
            
            March
                25, 2003
              throughDecember
                31,
            
            December
                31,
            
            December
                31,2004
            
            2003
            
            2004$
            
            
            $
            
            
            $**REVENUE**
            
            5,164
            
            
            3,900
            
            
            9,064**GENERAL
                AND ADMINISTRATIVE**
              **EXPENSES**Audit
            
            4,120
            
            
            3,600
            
            
            7,720Bank
                charges
            
            228
            
            
            64
            
            
            292Consulting
                fees (Note 5)
            
            19,200
            
            
            33,200
            
            
            52,400Foreign
                exchange (gain) loss
            
            (459)
            
            
            -
            
            
            (459)Legal
                and filing fees
            
            4,906
            
            
            980
            
            
            5,886Office
                and administration
            
            240
            
            
            186
            
            
            426Web
                site and software development (Note 5)
            
            23
            
            
            2,269
            
            
            2,29228,258
            
            
            40,299
            
            
            68,557**NET
                LOSS FOR THE PERIOD**
            
            (23,094)
            
            
            (36,399)
            
            
            (59,493)**BASIC
                LOSS PER SHARE**
            
            (0.003)
            
            
            (0.003)**WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            8,482,192
            
            
            11,886,531




**See
      accompanying Notes to the Financial Statements**





F
      -
      3







Table
      of Contents





**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIENCY)**











**From
      Inception of the Development Stage (March 25, 2003) to December 31,
      2004:**




**Common**
              **Shares**
            
            **Stock**
              **Amount**
            
            **Additional**
              **Paid-in**
              **Capital**
            
            **Donated**
              **Capital**
              **(Note
                5)**
            
            **Deficit**
              **Accumulated**
              **During**
              **the**
              **Development**
              **Stage**
            
            **Total**
              **Stockholders’**
              **Equity**
              **(Deficiency)**$
            
            $
            
            $
            
            $
            
            **$**Issue
                of common stock for cash
              at
                $0.000125 per share on
              March
                25, 2003
            
            8
            
            
            -
            
            
            1
            
            
            -
            
            
            -
            
            
            1Issue
                of common stock for cash
              at
                $0.000125 per share on
              May
                5, 2003
            
            16,000,000
            
            
            160
            
            
            1,840
            
            
            -
            
            
            -
            
            
            2,000Repurchase
                of common stock for cash at $0.000125 per share on October 31,
                2003
            
            (8,000,008)
            
            
            (80)
            
            
            (920)
            
            
            -
            
            
            -
            
            
            (1,000)Donated
                Capital
            
            -
            
            
            -
            
            
            -
            
            
            35,200
            
            
            -
            
            
            35,200Net
                loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (36,399)
            
            
            (36,399)Balance,
                December 31, 2003
            
            8,000,000
            
            
            80
            
            
            921
            
            
            35,200
            
            
            (36,399)
            
            
            (198)Issue
                of common stock for
              cash
                at $0.00625 per share
              on
                December 20, 2004
            
            16,000,000
            
            
            160
            
            
            99,840
            
            
            -
            
            
            -
            
            
            100,000Donated
                Capital
            
            -
            
            
            -
            
            
            -
            
            
            19,200
            
            
            -
            
            
            19,200Net
                loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (23,094)
            
            
            (23,094)Balance,
                December 31, 2004
            
            24,000,000
            
            
            240
            
            
            100,761
            
            
            54,400
            
            
            (59,493)
            
            
            95,908




**See
      accompanying Notes to the Financial Statements**





F
      -
      4







Table
      of Contents





**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF CASH FLOWS**








CumulativefromInception
                ofDevelopmentStage
                onYear
            
            Year
            
            March
                25, 2003ended
            
            ended
            
            throughDecember
                31,
            
            December
                31,
            
            December
                31,2004
            
            2003
            
            2004$
            
            
            $
            
            
            $**OPERATING
                ACTIVITIES:**Loss
                from operations
            
            (23,094)
            
            
            (36,399)
            
            
            (59,493)Items
                not requiring cash outlay:-
                Consulting fees
            
            19,200
            
            
            33,200
            
            
            52,400-
                Website design and software development
            
            -
            
            
            2,000
            
            
            2,000Cash
                provided by (used in) changes in operatingassets
                and liabilities:-
                Accounts receivable
            
            (250)
            
            
            (660)
            
            
            (910)-
                Accounts payable and accrued liabilities
            
            87
            
            
            3,600
            
            
            3.687-
                Advances from a related party
            
            5,251
            
            
            749
            
            
            6,000Net
                cash provided by operating activities
            
            1,194
            
            
            2,490
            
            
            3,684**FINANCING
                ACTIVITIES:**Issuance
                of common stock
            
            100,000
            
            
            1,001
            
            
            101,001Net
                cash provided by financing activities
            
            100,000
            
            
            1,001
            
            
            101,001**INCREASE
                IN CASH**
            
            101,194
            
            
            3,491
            
            
            104,685**CASH
                AT BEGINNING OF PERIOD**
            
            3,491
            
            
            -
            
            
            -**CASH
                AT END OF PERIOD**
            
            104,685
            
            
            3,491
            
            
            104,685**SUPPLEMENTAL
                CASH FLOWS INFORMATION**Interest
                expense
            
            -
            
            
            -
            
            
            -Taxes
            
            -
            
            
            -
            
            
            -




**See
      accompanying Notes to the Financial Statements**








F
      -
      5







Table
      of Contents





**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO THE FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**








**NOTE
      1 - INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS**





The
      Company was incorporated under the laws of the State of Nevada, U.S.A., on
      March
      25, 2003, and is based in Point Roberts, Washington. It is a development stage
      company with respect to its business of providing Edgar filing services, a
      mandated electronic filing format required for public access document
      submissions to the U.S. Securities Exchange Commission.





In
      a
      development stage company, management devotes most of its activities towards
      developing a market for its products. To date, the Company has generated only
      nominal amounts of revenue and has only a small customer base. As at December
      31, 2004, the Company has limited cash resources and it is likely that the
      Company requires new financing, either through issuing shares or debt, to
      continue the development of its business.  Management intends to continue
      relying upon the issuance of securities to finance the development of its
      business.  There can be no assurance that it will be successful in raising
      the funds necessary to maintain operations, or that a self-supporting level
      of
      operations will ever be achieved. These factors together raise substantial
      doubt
      about its ability to continue as a going concern. The financial statements
      do
      not include any adjustment to reflect the possible future effect on the
      recoverability and classification of the assets or the amounts and
      classification of liabilities that may result should the Company cease to
      continue as a going concern.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Cash
      and Cash Equivalents**





The
      Company considers all highly liquid instruments with a maturity of three months
      or less at the time of issuance to be cash equivalents. As at December 31,
      2004,
      the Company has cash and cash equivalents in the amount of $US 53,866 which
      are
      over the federally insured limit (December 31, 2003 - $US nil).





**Revenue
      Recognition**





The
      company recognizes revenue when the following criteria have been
      met:


(i)  The
      Company has obtained a contract or a written request from the
      customer;


(ii)  the
      Company has rendered the service and filed the disclosure statement(s) with
      the U.S. Securities and Exchange Commission;


(iii)  the
      Company is reasonably assured that the service fee is collectible.





**Website
      and Software Development Costs**





The
      Company considers website and software development activities to be inherent
      to
      its continuing business and charges associated costs to operations in the period
      in which they are incurred.





F
      -
      6







Table
      of Contents





**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO THE FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**








**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Comprehensive
      Income**





In
      accordance with SFAS 130, “Reporting Comprehensive Income” (“SFAS 130"),
      comprehensive income consists of net income and other gains and losses affecting
      stockholder’s equity that are excluded from net income, such as unrealized gains
      and losses on investments available for sale, foreign currency translation
      gains
      and losses when the Company has a functional currency other than U.S. dollars,
      and minimum pension liability. For the period ended December 31, 2004 the
      Company’s financial statements include none of the additional elements that
      affect comprehensive income. Accordingly, net income and comprehensive income
      are identical.





**Stock-Based
      Compensation**





The
      Company accounts for stock options and similar equity instruments issued in
      accordance with SFAS No. 123 "Accounting for Stock-Based Compensation" and
      SFAS
      No. 148 “Accounting for Stock-Based Compensation - Transition and Disclosure”,
      an amendment to SFAS No. 123. Accordingly, compensation costs attributable
      to
      stock options or similar equity instruments granted to employees are measured
      at
      the fair value at the grant date, and expensed over the expected vesting period
      with a corresponding increase to additional paid-in capital. Transactions in
      which goods or services are received from non-employees in exchange for the
      issuance of equity instruments are accounted for based on the fair value of
      the
      consideration received or the fair value of the equity instruments issued,
      whichever is more reliably measurable. As at December 31, 2004 the Company
      has
      not issued any stock options or similar equity instruments.




**Foreign
      Currency Translations**





The
      Company’s functional currency is U.S. dollars. Accordingly, foreign currency
      balances are translated into US dollars as follows:





Monetary
      assets and liabilities are translated at the year-end exchange
      rate.





Non-monetary
      assets are translated at the rate of exchange in effect at their acquisition,
      unless such assets are carried at market or nominal value, in which case they
      are translated at the year-end exchange rate.





Revenue
      and expense items are translated at the average exchange rate for the
      year.





Foreign
      exchange gains and losses in the year are included in operations.





**Basic
      Net Income (Loss) per Share**





Basic
      net
      income (loss) per share is computed by dividing net income (loss) available
      to
      common stockholders by the weighted average number of common shares outstanding
      during the period. Diluted net income (loss) per share on the potential exercise
      of the equity-based financial instruments is not presented where
      anti-dilutive.





F
      -
      7







Table
      of Contents




**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO THE FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**








**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Income
      taxes**





The
      Company accounts for income taxes under an asset and liability approach that
      requires the recognition of deferred tax assets and liabilities for the expected
      future tax consequences of events that have been recognized in the Company’s
      financial statements or tax returns. In estimating future tax consequences,
      all
      expected future events other than enactment of changes in the tax laws or rates
      are considered.





Due
      to
      the uncertainty regarding the Company’s profitability, the future tax benefits
      of its losses have been fully reserved for and no net tax benefit has been
      recorded in the financial statements.





**Use
      of Estimates**





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amount of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amount of revenues and expenses during the period. Actual results
      may differ from those estimates.





**Financial
      Instruments**




The
      Company’s financial instruments consist of cash, accounts receivable, accounts
      payable and accrued liabilities and advances from a related party. The carrying
      value of these financial instruments approximates their fair value based on
      their liquidity or their short-term nature.





The
      Company is not exposed to significant interest, credit or currency risk arising
      from these financial instruments.





**NOTE
      3 - ADVANCES FROM A RELATED PARTY**





The
      advances from a related party are due to a former Officer and Director of the
      Company, and are non-interest bearing, unsecured and due on demand.





**NOTE
      4 - COMMON STOCK**





Effective
      March 7, 2005, the Company completed an eight shares for one share stock split.
      The Company’s share transactions disclosed in these financial statements have
      been restated retroactively to reflect the above stock split.





During
      the year ended December 31, 2004, the Company completed its initial public
      offering and issued 16,000,000 common stock at a price of $0.00625 per share
      for
      total proceeds of $100,000.





There
      are
      no shares subject to warrants, agreements or options as at December 31,
      2004.





F
      -
      8







Table
      of Contents





**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO THE FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**








**NOTE
      5 - DONATED CAPITAL**





During
      the 2004 fiscal period, $19,200 of consulting services were donated to the
      Company by a former Officer and Director of the Company, and accounted for
      as
      donated capital (2003 - $35,200 by two former Officers and
      Directors).





The
      donated consulting services were recorded at amounts agreed upon between the
      Company and the related parties.








**NOTE
      6 - INCOME TAXES**





The
      potential benefit of net operating loss carry forwards has not been recognized
      in the financial statements since the Company cannot be assured that it is
      more
      likely than not that such benefit will be utilized in future years. The
      components of the net deferred tax asset, the statutory tax rate, the effective
      rate and the elected amount of the valuation allowance are as
      follows:





**Cumulative****from****Inception****Year**
            
            **Year**
            
            **(March
                25,****Ended**
            
            **Ended**
            
            **2003)
                to****December
                31,**
            
            **December
                31,**
            
            **December
                31,****2004**
            
            **2003**
            
            **2004**Statutory
                and effective tax rate
            
            15
            %
            
            15
            %
            
            15%$
            
            
            $
            
            
            $Income
                taxes recovered at thestatutory
                and effective tax rate
            
            3,500
            
            
            5,500
            
            
            9,000Less
                permanent timing differences:Donated
                services
            
            (2,900)
            
            
            (5,000)
            
            
            (7,900)Benefit
                of tax losses not recognized
              in
                the year
            
            (600)
            
            
            (500)
            
            
            (1,100)Income
                tax recovery (expense)
              recognized
                in year
            
            -
            
            
            -
            
            
            -








F
      -
      9







Table
      of Contents








**SECURE
      AUTOMATED FILING ENTERPRISES INC.**


**(A
      Development Stage Company)**





**NOTES
      TO THE FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**






**NOTE
      6 - INCOME TAXES (Continued)**





The
      approximate tax effects of each type of temporary difference that gives rise
      to
      future tax assets are as follows:





**December
                31,**
            
            **December
                31,****2004**
            
            **2003**$
            
            
            $Net
                operating loss carry forwards
              (expiring
                2023 - 2024)
            
            1,100
            
            
            500Less:
                valuation allowance
            
            (1,100)
            
            
            (500)Net
                deferred tax assets
            
            -
            
            
            -








**NOTE
      7 - NON-CASH ACTIVITIES**





The
      Company received donated services from Officers and Directors during the fiscal
      years 2004 and 2003, as disclosed in Note 5.








**NOTE
      8 - SUBSEQUENT EVENTS**




(i)    
        Effective March 7, 2005, the Company completed an eight shares for one share
        common stock split. The Company’s common share transactions disclosed in these
        financial statements have been restated retroactively to reflect the above
        stock
        split.




(ii)    
      Effective March 15, 2005, the Company’s controlling owners changed and new
      officers and a new board of directors were appointed. The Company is intending
      to change its operational focus to the exploration and development of mineral
      resources in China.




(iii)    Effective
        March 15, 2005, the Company entered into an agreement with an unrelated party
        to
        contract consulting services on mining exploration and development in China.
        The
        consideration for the consulting services is $10,000 per month for an initial
        term of 5 months for total consideration of $50,000.




**NOTE
      9 - RECLASSIFICATIONS**





Certain
      prior year amounts have been reclassified to conform with the current year
      presentation.




F
      -
      10







Table
      of Contents





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





There
      have been no changes in or disagreements with our accountants since our
      formation required to be disclosed pursuant to Item 304 of Regulation
      S-B.





**Item
      8A:** **** **Controls
      and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of December 31, 2004. This evaluation was carried
      out under the supervision and with the participation of our former Chief
      Executive Officer and Chief Financial Officer, Mr. Rory O’Byrne. Based upon that
      evaluation, our Director, Chief Executive and Chief Financial Officer, concluded
      that our disclosure controls and procedures are effective. There have been
      no
      significant changes in our internal controls or in other factors, which could
      significantly affect internal controls subsequent to the date we carried out
      our
      evaluation.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Exchange Act are
      accumulated and communicated to management, including our Chief Executive
      Officer and Chief Financial Officer, to allow timely decisions regarding
      required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting necessarily prevent all fraud and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.





**Item
      8B:** **** **** **Other
      information**





None.





11









Table
      of Contents





**PART
      III**





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





The
      following information sets forth the names of our directors and executive
      officers, their ages and their present positions with the Company as of March
      15, 2005. The directors serve for a term of one year or until the next annual
      meeting of the shareholders. Each officer serves at the discretion of the Board
      of Directors.





*Name*
            *Age*
            *Office(s) Held*Daniel Hunter
            46
            Chief Executive Officer, Chief Financial Officer, and
                Director





Set
      forth
      below is a brief description of the background and business experience of our
      current executive officer and director.





**Daniel
      W. Hunter**





Mr.
      Hunter was appointed as our Chief Executive Officer, Chief Financial Officer,
      and a member of our board of directors in March 2005. Since 1998, Mr. Hunter
      has
      been a director and CEO of Encore Clean Energy, Inc (OTCBB: ECLN). Encore is
      actively developing various devices in the renewable clean energy field. Mr.
      Hunter has been actively involved in all operations of Encore on a full time
      basis including investor relations, sourcing and evaluating technologies,
      liaison with inventors and all aspects of audit, finance and regulatory matters.
      In 1998, Mr. Hunter co-founded and became a director of Ignite Communications,
      Inc. a wholly owned subsidiary of Encore. Ignite is a full service advertising
      and e-direct agency based in Canada. Mr. Hunter's main responsibilities have
      been overseeing the financial and regulatory aspects as well as e-direct
      activities of Ignite.





Set
      forth
      below is a brief description of the background and business experience of our
      former executive officers and directors.





***Name*
            ***Age*
            ***Office(s)
                Previously Held*
            ***Period
                of Service*Rory O’Byrne
            42
            President, Secretary, Chief Executive Officer and Director
            March 2003 - March 2005Brock Harris
            27
            Director
            March 2003 - February 2005





**Rory
      O'Byrne**




Mr.
      O'Byrne graduated from Marin Academy in San Rafael, California and went on
      to
      obtain his Bachelor of Arts Degree in Political History at the University of
      Victoria in British Columbia, Canada. Thereafter, he graduated with Honors
      in
      Law, specializing in Intellectual Property and International Trade and Finance
      at University College in the United Kingdom. From January 1996 to November
      1999
      he was as a Director for Vista Financial, a consulting firm specializing in
      corporate finance and legal issues. His duties included financial and legal
      consulting to companies in the startup and development phases of their
      operations. From November 1999 he has been Director and Officer of Hampton
      Financial Partners Inc. Hampton Financial Partners is a financial advisory
      firm
      that specializes in the oil and gas industry. In November 2000, Mr. O'Byrne
      formed Global Internet Communications Inc., a company




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engaged
      in the sale and marketing of a licensed video streaming technology to the
      pharmaceutical industry. In December of 2003 management concluded that new
      executive leadership was warranted and on February 16 2004, Mr. O'Byrne
      appointment new management and tendered his resignation and agreed to cancel
      his
      shares in the company. On March 8, 2004, he consented to act as the interim
      President and Chief Executive Officer of Gondwana Energy Ltd. Gondwana Energy
      is
      a U.S. based oil and gas company with limited operations.





**Brock
      Harris**





In
      1997,
      while studying at University of Southern California (USC), Mr. Harris created
      and wrote, under studio supervision, a science-fiction interactive script "The
      Ark", optioned by Paramount Studios (Paramount Digital Entertainment) for
      feature development with Viacom. During 1998, working as an assistant director
      he conceived, arranged, taught, and conducted a singing ensemble in California.
      Assisted in implementation of a fund-raised budget for a public school arts
      program. He also produced national award-winning album "Road to Nowhere". From
      1999 through 2000 he worked as Executive Assistant to a manager at Beyond Talent
      Management, a talent management firm, where his duties included reviewing
      contracts and establishing goals and timetables for clients' careers. During
      this time he also worked as Executive Assistant to a writer/director and owner
      of DME Productions. For the last two and a half years he has worked as a real
      estate agent, first at Realty Association in Los Angeles, California. For the
      last 18 months he has sold real estate as the owner of his own brokerage, Brock
      Real Estate, also located in Los Angeles.





**Family
      Relationships**





There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or chosen by us to become directors or executive
      officers.





**Involvement
      in Certain Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present or former director or executive officer:
      (1)
      any bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that time; (2) any conviction in a criminal
      proceeding or being subject to a pending criminal proceeding (excluding traffic
      violations and other minor offenses); (3) being subject to any order, judgment
      or decree, not subsequently reversed, suspended or vacated, of any court of
      any
      competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities; and (4) being found by a court of competent
      jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
      Commission to have violated a federal or state securities or commodities law,
      and the judgment has not been reversed, suspended or vacated.





**Term
      of Office**





Our
      Directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders, until they resign or until removed from
      office in accordance with our bylaws. Our officers are appointed by our board
      of
      directors and hold office until removed by the board.





**Significant
      Employees**





We
      do not
      have any significant employees other than our sole officer.




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**Audit
      Committee**





The
      entire board of directors is acting as our audit committee. We do not have
      a
      separately-designated standing audit committee.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
      and executive officers and persons who beneficially owns more than ten percent
      of a registered class of the Company’s equity securities to file with the SEC
      initial reports of ownership and reports of change in ownership of common stock
      and other equity securities of the Company. Officers, directors and greater
      than
      ten percent shareholders are required by SEC regulations to furnish the Company
      with copies of all Section 16(a) forms they file. To our knowledge, the
      following persons have failed to file, on a timely basis, the identified reports
      required by Section 16(a) of the Exchange Act during fiscal year ended December
      31, 2004:








Name
                and principal position
            Number
                of
              late
                reports
            Transactions
                not
              timely
                reported
            Known
                failures to
              file
                a required formRory O'Byrne
              Former CEO, CFO, and Director
            1
            1
            0Brock Harris
              Former Director
            0
            0
            0





**Code
      of Ethics**





We
      have
      adopted a Code of Ethics for Financial Executives, which include our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions, as required by sections
      406
      and 407 of the Sarbanes-Oxley Act of 2002. A copy of the code of ethics is
      attached to this annual report as an exhibit.




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**Item
      10:** **** **** **Executive
      Compensation**





The
      following table sets forth the compensation paid to the Chief Executive Officer
      and other Executive Officers and key persons in total annual salary and bonus,
      for all services rendered in all capacities to the company, for the fiscal
      years
      ended December 31 2004 and 2003:





Summary
      Compensation Table





Long Term CompensationAnnual Compensation
            Awards
            PayoutName & Principal
              Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Other Annual
              Compensation
              ($)
            Restricted Stock
              Award
              ($)
            Securities
              Underlying
              Options/SAR
              (#)
            LTIP
              Payouts
              ($)
            All Other
              Compensation
              ($)Rory O'Byrne
              Former
              President, CEO,
              CFO
            2003
              
              2004
            Nil
              
              Nil
            -
              
              -
            -
              
              -
            -
              
              -
            -
              
              -
            -
              
              -
            -
              
              -Brock Harris,
              Former Director
            2003
              
              2004
            Nil
              
              Nil
            -
              
              -
            -
              
              -
            -
              
              -
            -
              
              -
            -
              
              -
            -
              
              -





**Stock
      Options/SAR Grants**





There
      were no grants of stock options or stock appreciation rights made during the
      fiscal year ended December 31, 2004 to our executive officers and directors.
      There were a total of 0 stock options outstanding as at December 31, 2004.





**Long-Term
      Incentive Plans**





There
      are
      no arrangements or plans in which we provide pension, retirement or similar
      benefits for directors or executive officers, except that our directors and
      executive officers may receive stock options at the discretion of our board
      of
      directors. We do not have any material bonus or profit sharing plans pursuant
      to
      which cash or non-cash compensation is or may be paid to our directors or
      executive officers, except that stock options may be granted at the discretion
      of our board of directors.





We
      have
      no plans or arrangements in respect of remuneration received or that may be
      received by our executive officers to compensate such officers in the event
      of
      termination of employment (as a result of resignation, retirement, change of
      control) or a change of responsibilities following a change of control, where
      the value of such compensation exceeds $60,000 per executive officer.




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**Item
      11:** **** **Security
      Ownership of Certain Beneficial Owners and Management and related Stockholder
      Matters**





The
      following table sets forth information regarding the beneficial ownership of
      our
      shares of common stock at March 15, 2005 by (i) each person known by us to
      be
      the beneficial owner of more than 5% of our outstanding shares of common stock,
      (ii) each of our directors, (iii) our executive officers, and (iv) by all
      directors and executive officers as a group. Each person named in the table,
      has
      sole voting and investment power with respect to all shares shown as
      beneficially owned by such person.





**Title
                of class**
            **Name
                and address of beneficial owner**
            **Amount
                of beneficial ownership**
            **Percent
                of class**Common
            Daniel Hunter
              375 Water Street, Suite #610
              Vancouver, B.C. Canada V6B 5C6
            8,160,000
            34.0%**Total of all directors and executive officers**
            8,160,000
            34.0%Common
            The Elco Bank & Trust Co.
              Loyalist Plaza Don Mackay Blvd.
              Marsh Harbour, Abaco Bahamas
            2,254,160
            9.4%Common
            Free-market Fund Ltd.
              3630 Park Central Blvd. N
              Pompano Beach, FL 33064
            2,077,840
            8.7%




As
      used
      in this table, "beneficial ownership" means the sole or shared power to vote,
      or
      to direct the voting of, a security, or the sole or shared investment power
      with
      respect to a security (i.e., the power to dispose of, or to direct the
      disposition of, a security). In addition, for purposes of this table, a person
      is deemed, as of any date, to have "beneficial ownership" of any security that
      such person has the right to acquire within 60 days after such
      date.





On
      February 23, 2005, our sole director approved an eight-for-one forward split
      of
      all our outstanding shares of common stock. The stock split was effected by
      way
      of a stock dividend for our stockholders of record as of the close of business
      on March 7, 2005 (the "Record Date"). Each stockholder of record at the close
      of
      business on the Record Date was issued seven additional shares of our common
      stock for each one share held on the Record Date. Following this stock dividend
      and as of March 15, 2005, there were 24,000,000 shares issued and outstanding.





**Item
      12:** **** **Certain
      Relationships and Related Transactions**





None
      of
      our directors or executive officers, nor any proposed nominee for election
      as a
      director, nor any person who beneficially owns, directly or indirectly, shares
      carrying more than 5% of the voting rights attached to all of our outstanding
      shares, nor any members of the immediate family (including spouse, parents,
      children, siblings, and in-laws) of any of the foregoing persons has any
      material interest, direct or indirect, in any transaction during the last two
      years or in any presently proposed transaction which, in either case, has or
      will materially affect us.




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**Item
      13:** **** **Exhibits**





Exhibit Number
            Description3.1
            Articles of Incorporation13.2
            By-laws114.1
            Code of Ethics231.1
            Certification of Chief Executive Officer pursuant
                to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to Section 302 of the
              Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant
                to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to Section 302 of the
              Sarbanes-Oxley Act of 200232.
            Certification of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the
              Sarbanes-Oxley Act of 200299.1
            Trademark License Agreement with SEC1





1  Incorporated
      by reference to the Registration Statement on Form SB-2 filed on May 17,
      2004.


2Previously
      filed as an exhibit to the Annual Report on Form 10-KSB filed on April 15,
      2005.


**Item
      14:** **** ******Principal
      Accountant Fees and Services**





**Audit
      Fees**





The
      aggregate fees billed by our auditors for professional services rendered in
      connection with a review of the financial statements included in our quarterly
      reports on Form 10-QSB and the audit of our annual consolidated financial
      statements for the fiscal years ended December 31, 2003 and 2004 were $3,600
      and
      approximately $4,120 respectively.





**Audit-Related
      Fees**





Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.





**Tax
      Fees**





The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended December 31, 2004 and 2003.





**All
      Other Fees**





The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      year ended December 31, 2004 was $0.




17







**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.




**Colombia
      Goldfields Ltd.**








By: /s/
      Daniel
      Hunter


Daniel Hunter


President, Chief Executive Officer & Director





Date:   
      September 12, 2005





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