UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





**FORM
10-KSB**





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





**Secure
      Automated Filing Enterprises Inc.**(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


1
 Tabel of Contents


****


**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
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel of Contents





**PART II**





**Item
5:** **Market for Common Equity and Related StockholderMatters**





**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





6
 Tabel 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,
o ur 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
 Tabel 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
 Tabel 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
 Tabel 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








10
 Tabel of Contents




**SECURE
AUTOMATED FILING ENTERPRISES INC.**
 **(A
Development Stage Company)**
 
 **FINANCIAL
STATEMENTS**
 
 **DECEMBER
31, 2004 AND 2003**
  Tabel of Contents
 
 **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
 March 18,
2005         Chartered Accountants
  F -
1
 Tabel of Contents
  **SECURE
AUTOMATED FILING ENTERPRISES INC.**
 **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
 Tabel 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 OUSTANDING**
    
    8,482,192
    
    
    11,886,531
  **See
accompanying Notes to the Financial Statements**
  F -
3
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel 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
 Tabel 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





12
 Tabel of Contents





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.





13
 Tabel of Contents


****


**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.




14
 Tabel of Contents





**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 Ethics31.1
    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.





**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.




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 Tabel of Contents





**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.








Secure
Automated Filing Enterprises Inc.











By: /s/
Daniel
Hunter


Daniel
Hunter


President,
Chief Executive Officer & Director





Date: April 13,
2005





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