U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]   Annual report  pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 For the fiscal year ended December 31, 2003

[     ] Transition  report under Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 For the transition period from ------------ to ------------.

         Commission file number:  000-33499


                              Fidelis Energy, Inc.
                     --------------------------------------
        (Exact name of small business issuer as specified in its charter)


              Nevada                                16-1599721
------------------------------------- ------------------------------------------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    Incorporation or organization)



                  2980 N. Swan Rd., Suite 207, Tucson, AZ 85712
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (877) 241-6100
                             ----------------------
                           (Issuer's telephone number)


Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, $.001
par value.

Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___



<PAGE>



Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  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. X

At December 31, 2003,  the aggregate  market value of all shares of voting stock
held by non-affiliates was $224,200.  In determining this figure, the Registrant
has assumed that all  directors  and  executive  officers are  affiliates.  Such
assumption shall not be deemed  conclusive for any other purpose.  The number of
shares  outstanding of each class of the Registrant's  common stock, as of March
26, 2004, was as follows:  Common Stock $.001 par value,  57,420,000  shares and
Preferred Stock $.001 par value, no shares issued.

Total revenues for fiscal year ended December 31, 2002:   $0

At March  26,  2004,  the  number of shares  of  common  stock  outstanding  was
57,420,000.

Transitional Small Business Disclosure Format (check one): Yes   ; No X
                                                              ---    ---





























<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Company History

         Fidelis  Energy Inc.  was  incorporated  under the laws of the State of
Nevada on  November  6, 2000 and has  operated as a  development  stage  company
since.

         The Company was originally  formed to engage  primarily in the business
of providing  comparative  automobile  information  via the Internet and printed
materials.  The  Company  was not  successful  in its plans and  during  the 2nd
quarter of 2003 changed the business plan.

         The  Company  has now  entered  into  the oil  and  gas  industry.  The
Company's primary objective is to identify, acquire and develop working interest
percentages  in smaller,  underdeveloped  oil and gas  projects  in  California,
Canada and other  promising  locales  that do not meet the  requirements  of the
larger  producers  and  developers.  The  Company  intends to  acquire  smaller,
underdeveloped  producers and/or  properties that are generally under control of
small  family-owned  operators who are  interested  in selling  their  holdings.
Through the use of modern development techniques such as horizontal drilling and
3-D seismic,  production from these under developed and under utilized projects,
the Company believes a large increase in production could be realized from these
projects.

         As of December 31, 2003,  the Company has  commenced  limited  business
operations,   but  has  worked  mostly  on  organizational   and  administrative
functions.

Principal Products and Their Markets

         The Company  intends to engage  primarily  in the business of acquiring
and operating,  as a working interest partner,  smaller oil and gas leases,  and
exploratory oil and gas wells.

         Normally only those  projects  that are in close  proximity to delivery
systems such as pipelines or refineries will be pursued. Whereas there are large
oil and gas fields that could be  aggressively  engaged,  the  management of the
Company  believes that the production  required to warrant the  investment  into
such capital  intensive  infrastructures  is of greater risk than the Company is
willing to bear at present,  and the  necessary  capital  for such is  currently
unavailable  to the Company.  Hence,  in the coming year,  the Company will only
pursue  those  projects  that can be tied into  pipelines or trucked from onsite
storage facilities to proximate refineries with minimal costs involved.

         The  information  to be presented on the  Company's  website and in its
printed  materials  will present in detail those projects which the Company will
be involved in or is negotiating to acquire.



<PAGE>





Competition

         There are several direct  competitors in the Company's  targeted market
segments.  Most of the Company's  competitors are publicly  traded  companies or
subsidiaries of same. Thus, most of the competitors have greater  resources than
Fidelis and  competition  for similar or same oil or gas leases  could result in
our loss of competitive bids for oil and/or gas leases.

Employees

         The Company has  commenced  only  limited  operations.  Therefore,  the
Company  has 1 full  time  employee.  Other  than  Frank  Anjakos,  the  Company
President,   the  Company's   management  and  directors  provide  planning  and
organizational services for the Company on a part-time basis.

ITEM 2.  DESCRIPTION OF PROPERTY

         The  executive  offices of the Company are located at 2980 N. Swan Rd.,
Suite 207, Tucson,  AZ 85712. The Company executed a lease for 2,700 square feet
of office space at a rate of $18.50 per square foot per year. Due to the current
renovation of the space,  with an anticipated  completion  date of May 15, 2004,
the Company is not required to make lease payments until May 15th. The telephone
number at this address is (877) 241-6100

ITEM 3.  LEGAL PROCEEDINGS



<PAGE>


         No material legal proceedings to which the Company (or its director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         At present,  the Company's shares are traded on the OTC Bulletin Boards
under the symbol FDEI. The Company's  stock has only been trading since December
15, 2003 and thus no stock prices are available for comparison.

DIVIDENDS

         The Company has never paid a cash dividend on its Common Stock nor does
it anticipate  paying cash dividends on its Common Stock in the near future.  It
is the present  policy of the Company  not to pay cash  dividends  on the Common
Stock but to retain earnings, if any, to fund growth and expansion.  Any payment
of cash  dividends on the Common Stock in the future will be dependent  upon the
Company's financial  condition,  results of operations,  current and anticipated
cash  requirements,  plans for expansion,  as well as other factors the Board of
Directors deems relevant.

         The number of shareholders  of record of the Company's  Common Stock as
of March 26, 2004 was approximately 145.

RECENT SALES OF UNREGISTERED SECURITIES

         On June 10,  2003,  the Company  issued  15,200,000  (40,000 pre split)
common shares to two people for services.

         On November 17, 2003, the Company repurchased and subsequently canceled
152,000,000  (400,000  pre split)  shares of its common  stock from the previous
president and previous treasurer. Also, on this date the Company approved a 38:1
forward split. All references to common stock reflect the split.

         On December 23, 2003,  the Company  issued  19,800,000  (1,980,000  pre
split) common shares for cash.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OR PLAN OF OPERATION

         The  following  discussion  should  be read  in  conjunction  with  the
Financial Statements and notes thereto.



<PAGE>


         As the Company is in the  developmental  stage and has  commenced  only
limited operations,  it has yet to realize any revenue. The Company has realized
a net loss from  operations of $114,000  since  inception due primarily to legal
and  accounting  fees  necessary  to bring the Company  through the  development
stage.

PLAN OF OPERATIONS

         The Company was originally  formed to engage  primarily in the business
of providing  comparative  automobile  information  via the Internet and printed
materials.  The  Company  was not  successful  in its plans and  during  the 2nd
quarter of 2003 changed the business plan.

         The  Company  has now  entered  into  the oil  and  gas  industry.  The
Company's primary objective is to identify, acquire and develop working interest
percentages  in smaller,  underdeveloped  oil and gas  projects  in  California,
Canada and other  promising  locales  that do not meet the  requirements  of the
larger  producers  and  developers.  The  Company  intends to  acquire  smaller,
underdeveloped  producers and/or  properties that are generally under control of
small  family-owned  operators who are  interested  in selling  their  holdings.
Through the use of modern development techniques such as horizontal drilling and
3-D seismic,  production from these under developed and under utilized projects,
the Company believes a large increase in production could be realized from these
projects.

         On November 5, 2003,  the Company  executed two farm-in  leases for the
purpose of oil and gas  exploration.  The subject  properties are located in the
province of Alberta,  Canada and are termed the Buffalo  Lake  Prospect  and the
Lake Island Prospect. In February,  the Company forfeited the Buffalo Lake lease
in return for a farm-in lease on a deep-gas well project termed the "Boyne Lake"
field.

LIQUIDITY AND CAPITAL RESOURCES

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity.  The  Company's  balance  sheet as of  December  31, 2003
reflects a current  asset  value of $99,991  and a total  asset value of $99,991
compared to a current asset value of $16,024, and a total asset value of $16,024
as of December 31, 2002.

         Cash and cash equivalents from inception to date have been insufficient
to provide the operating capital necessary to operate the Company. The necessary
capital to operate the Company has been provided by the  principals and founders
of the Company in the form of both debt and capital stock issuances as set forth
in the financial statements incorporated herein. In summary, there has been, and
will  continue to be, an absence of liquidity  and capital  resources to operate
the Company  self-sufficiently  unless and until an  offering  of the  Company's
stock can be made to provide the necessary cash for operations. The current cash
position of the Company is insufficient to provide for the needs of the Company.
Therefore,  management  of the Company has  committed to providing the necessary
funding for the Company until the Company can generate  ample revenues to offset
the expenses or until an appropriate  offering of the Company's capital stock or
via third party bridge loans can be made to raise cash.




<PAGE>


RESULTS OF OPERATIONS

         During the year ended  December 31, 2003, the Company has engaged in no
significant operations other than organizational activities.

         For the current fiscal year, the Company  anticipates  incurring a loss
as a result of organizational  expenses and expenses associated with the oil and
gas  exploration.  The  Company  anticipates  that  until it  successful  in its
exploration  process,  it will not generate revenues other than interest income,
and may continue to operate at a loss after  successful  exploration,  depending
upon the performance of the property.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

         The discussion contained herein has been prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations (Treasury  Regulations),  administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof,  and could contain  provisions  having an adverse  affect upon the
Company and the holders of the Common Stock. In addition,  several of the issues
dealt with in this summary are the subjects of proposed and  temporary  Treasury
Regulations.  No assurance can be given that these  regulations  will be finally
adopted in their present form.

FORWARD LOOKING STATEMENT

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect  Management's  current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.




<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

         The financial  statements  are included  beginning at F-1. See Index to
the Financial Statements.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers.

         The members of the Board of  Directors  of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve at the  pleasure of the Board of  Directors.  The
following table sets forth the name, age, and position of each executive officer
and director of the Company:

Name                            Age            Position
----                            ---            ---------
Frank N. Anjakos, III           35             President and Board Chairman
Julianne DeGrendele             49             Secretary, Treasurer and Director
James Marshall                  59             Director

         Each  director is elected to hold office until the next annual  meeting
of  stockholders  and until his successor is elected or appointed and qualified.
Each officer serves at the discretion of the Board of Directors.

Frank N. Anjakos, III.

         Mr.  Anjakos  received  his  undergraduate  degree in  Psychology  from
Saginaw  Valley State  University in 1991 and a Juris  Doctorate law degree from
the  University  of  Arizona,  College  of Law in 1994.  From  1999-2000  he was
employed  as a City of Tucson  prosecutor  and from 2002 to 2003 he was a Public
Defender  for the City of  Tucson.  Aside from his  duties  with the  Company at
present,  he is also the Managing  Partner of the law firm of Anjakos & Brunner,
P.C. located in Tucson, Arizona.

Julianne DeGrendele

         Ms.  DeGrendele  received her  undergraduate  degree in Accounting from
Portland State  University in 1983.  Since 1999, in Julianne has worked as a CPA
for her accounting  firm,  Julianne  DeGrendele,  CPA, P.C.  specializing in tax
planning,  preparation  and filings.  In addition to her duties as Secretary and
Treasurer of the Company, she will continue to work with her firm.

James Marshall

         Mr.  Marshall  received  his   undergraduate   degree  in  Finance  and
Accounting  from the University of Detroit in 1968 and since 1999 has worked for
his own firm Jim  Marshall,  CPA,  P.C.  located  in  Scottsdale,  Arizona.  Mr.
Marshall  has over 20 years of  experience  in auditing  and working with public
companies in their accounting procedures.



<PAGE>


Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the Exchange Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.

Audit Committee Financial Expert

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures  for  financial  reporting;  and (v)  understanding  audit  committee
functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
member who has obtained these attributes through the experience specified in the
SEC's definition of "audit committee financial expert." Further, like many small
companies,  it is difficult  for the Company to attract and retain board members
who qualify as "audit  committee  financial  experts," and competition for these
individuals is significant.  The board believes that its current audit committee
is able to  fulfill  its  role  under  SEC  regulations  despite  not  having  a
designated "audit committee financial expert."


ITEM 10.  EXECUTIVE COMPENSATION

         The  Company  has  not  paid,  nor  does it owe,  any  compensation  to
executive  officers for the year ended December 31, 2003. The Company's  by-laws
authorize  the Board of  Directors  to fix the  compensation  of  directors,  to
establish  a set  salary  for each  director  and to  reimburse  the  director's
expenses for attending each meeting of the Board of Directors. As of the date of
this Form 10-KSB, no salaries or other compensation have been paid to any of the
Board of Directors, individually or as a group.

ITEM 11.  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
57,420,000 shares of issued and outstanding  Common Stock,  including options to
acquire stock of the Company as of December 31, 2003 and  information  as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.
<PAGE>
<TABLE>
<CAPTION>
Name and Address
of Beneficial Owners /           Nature of               Shares
Directors                        Ownership                Owned              Percent
---------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                   <C>
Frank N. Anjakos, III                  Direct           1,500,000             2.6%
2980 N. Swan Rd., 207
Tucson, AZ 85749
---------------------------------------------------------------------------------------------
TMC Capital Trust                      Direct          12,400,000              22%
1815 N. Placita Buendia
Tucson, AZ 85749
Daniel Hodges, Trustee
---------------------------------------------------------------------------------------------
SNK Capital Trust                      Direct          12,400,000              22%
Suite 2300, 1066 W. Hastings
St., Vancouver, B.C., Canada V6E
3X2
David Naylor, Trustee
---------------------------------------------------------------------------------------------
Daniel L. Hodges                       Direct           5,000,000             8.7%
1815 N. Placita Buendia
Tucson, AZ 85749
---------------------------------------------------------------------------------------------

All Executive Officers
and Directors as a Group               Direct           1,500,000             2.6%
---------------------------------------------------------------------------------------------
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

ITEM 13. EXHIBITS AND REPORTS ON 8-K

         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

Exhibit No.            Exhibit

3i       Articles of Incorporation (1)

3ii      Bylaws (1)

31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

31.2     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

32.2     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.


(1) Incorporated by reference to the Registrant's registration statement on Form
10-Sb filed on January 14, 2002.


<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

         The  Company's  Chief  Executive  Officer have  concluded,  based on an
evaluation  conducted  within 90 days  prior to the filing  date of this  Annual
Report on Form 10-KSB,  that the Company's  disclosure  controls and  procedures
have  functioned  effectively  so as to provide those  officers the  information
necessary whether:

                  (i) this  Annual  Report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this Annual
                  Report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this Annual Report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this Annual Report on Form 10-KSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other  factors  since the date of the Chief  Executive  Officer's
evaluation that could  significantly  affect these internal controls,  including
any  corrective  actions with regards to significant  deficiencies  and material
weaknesses.

ITEM 15 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following is a summary of the fees billed to us by Robison,  Hill &
Company for professional services rendered for the years ended December 31, 2003
and 2002:

                    Service                            2003           2002
                    ------------------------------  ------------   ------------
                    Audit Fees                       $   4,920      $   3,230
                    Audit Related Services                    -              -
                    Tax Fees                                  -              -
                    All Other Fees                            -              -
                                                    ------------   ------------
                    Total                            $   4,920      $   3,230
                                                    ============   ============

Audit Fees.  Consists of fees billed for professional  services rendered for the
audits  of  our  financial  statements,  reviews  of  our  interim  consolidated
financial  statements  included in  quarterly  reports,  services  performed  in
connection  with filings with the  Securities & Exchange  Commission and related
comfort letters and other services that are normally provided by Robison, Hill &
Company in connection with statutory and regulatory filings or engagements.

Tax Fees. Consists of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

The Audit Committee is to pre-approve all audit and non-audit  services provided
by  the  independent  auditors.  These  services  may  include  audit  services,
audit-related  services,  tax services  and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve  particular services on a case-by-case basis.

The  Audit  Committee  pre-approved  100%  of the  Company's  2003  audit  fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final pre-approval rules.



<PAGE>


                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              Fidelis Energy, Inc.
                                  (Registrant)


DATE: March    30, 2004      By:  /s/    Frank N. Anjakos, III
     --------------------    ---------------------------------------------------
                             Frank N. Anjakos, III
                             President and Chairman of Board
                            (Principal Executive Officer)


DATE: March   30, 2004       By:  /s/    Julianne DeGrendele
     --------------------    ---------------------------------------------------
                             Julianne DeGrendele
                             Secretary / Treasurer
                             (Principal Financial Officer)



<PAGE>
                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT


                           DECEMBER 31, 2003 and 2002








<PAGE>






                                    CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page

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

Balance Sheet
  December 31, 2003 and 2002...............................................................................F - 3

Statement of Operations for the
  Years Ended December 31, 2003 and 2002...................................................................F - 4

Statement of Stockholders' Equity
  Since November 6, 2000 (Inception) to December 31, 2003 .................................................F - 5

Statement of Cash Flows for the
  Years Ended December 31, 2003 and 2002...................................................................F - 8

Notes to Financial Statements..............................................................................F - 9
</TABLE>























<PAGE>














                          INDEPENDENT AUDITOR'S REPORT


Fidelis Energy, Inc.
(A Development Stage Company)


         We have audited the accompanying  balance sheet of Fidelis Energy, Inc.
(a development  stage company) as of December 31, 2003 and 2002, and the related
statements of operations  and cash flows for the years ended and the  cumulative
since  November 6, 2000  (inception)  to December 31, 2003, and the statement of
stockholders'  equity since  November 6, 2000  (inception) to December 31, 2003.
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 audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Fidelis Energy, Inc.
(a  development  stage company) as of December 31, 2003 and 2002 and the results
of its  operations  and its cash flows for the years ended December 31, 2003 and
December  31,  2002 and the  cumulative  since  November 6, 2000  (inception  of
development stage) to December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are

                                      F - 1

<PAGE>



also  described  in  Note  1.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully Submitted,


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
March 30, 2004


































                                      F - 2

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
<TABLE>
<CAPTION>


                                                                                          December 31,
                                                                                     2003               2002
                                                                              ------------------ ------------------

Assets:
<S>                                                                           <C>                <C>
    Current Assets - Cash                                                     $           99,991 $           16,024
                                                                              ------------------ ------------------

    Intangible Assets                                                                          -             12,000
    Accumulated Amortization                                                                   -            (12,000)
                                                                              ------------------ ------------------
          Net Intangible Assets                                                                -                  -
                                                                              ------------------ ------------------

Total Assets                                                                  $           99,991 $           16,024
                                                                              ================== ==================

Liabilities:
  Accounts Payable                                                            $           12,543 $            1,930
  Note Payable                                                                           151,072                  -
  Note Payable to Shareholder                                                              3,256             49,915
                                                                              ------------------ ------------------

Total Liabilities                                                                        166,871             51,845
                                                                              ------------------ ------------------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares, Issued 57,420,000 and
    174,420,000 shares at December 31, 2003 and 2002                                      57,420            174,420
  Paid-In Capital                                                                         80,200              7,175
  Retained Deficit                                                                       (90,452)          (137,105)
  Deficit Accumulated During the
    Development Stage                                                                   (114,048)           (80,311)
                                                                              ------------------ ------------------

     Total Stockholders' Equity                                                          (66,880)           (35,821)
                                                                              ------------------ ------------------

     Total Liabilities and
       Stockholders' Equity                                                   $           99,991 $           16,024
                                                                              ================== ==================
</TABLE>



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

                                      F - 3

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                                     Cumulative
                                                                                                       since
                                                                                                      November 6,
                                                                                                        2000
                                                                    For the Year Ended              Inception of
                                                                       December 31,                 Development
                                                                  2003              2002               Stage
                                                            ----------------  -----------------  ------------------
<S>                                                         <C>               <C>                <C>
Revenues:                                                   $              -  $               -  $                -

Expenses:
   General & Administrative                                           28,801             29,566             103,433
                                                            ----------------  -----------------  ------------------

Operating Loss                                                       (28,801)           (29,566)           (103,433)
                                                            ----------------  -----------------  ------------------

Other Expense
  Interest                                                            (4,936)            (4,263)            (10,615)
                                                            ----------------  -----------------  ------------------

  Net Income (Loss)                                         $        (33,737) $         (33,829) $         (114,048)
                                                            ================  =================  ==================

Basic & Diluted Loss                                        $              -  $              -
                                                            ================  =================


Weighted Average Shares                                          165,286,000        174,420,000
                                                            ================  =================
</TABLE>













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

                                      F - 4

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                                                                         Since
                                                                                                        November
                                                                                                         6, 2000
                                                                                                      Inception of
                                     Common Stock                         Paid-In        Retained      Development
                                 Shares      Par Value   To Be Issued     Capital        Deficit         Stage
                              -----------   -----------   -----------   -----------    -----------    -----------
<S>                           <C>           <C>           <C>           <C>            <C>            <C>
Balance at November 6, 2000
(Inception)                          --     $      --     $      --     $      --      $      --      $      --

November 6, 2000 Issuance
of Stock for Services and
Payment of Accounts Payable       400,000           400          --          14,495           --             --

Net Loss                             --            --            --            --             --          (14,883)
                              -----------   -----------   -----------   -----------    -----------    -----------

Balance December 31, 2000
as Originally Reported            400,000           400          --          14,495           --          (14,883)

November 17, 2003, 38:1
Forward Stock Split            14,800,000        14,800          --         (14,495)          (305)          --

March 15, 2004, 10:1
Forward Stock Split           136,800,000       136,800          --            --         (136,800)          --
                              -----------   -----------   -----------   -----------    -----------    -----------
</TABLE>
                                     F - 5

<PAGE>

                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2003
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                                                                         Since
                                                                                                        November
                                                                                                         6, 2000
                                                                                                      Inception of
                                     Common Stock                         Paid-In        Retained      Development
                                 Shares      Par Value   To Be Issued     Capital        Deficit         Stage
                              -----------   -----------   -----------   -----------    -----------    -----------
<S>                           <C>           <C>           <C>           <C>            <C>            <C>
Restated Balance at December
31, 2000                      152,000,000   $   152,000   $      --     $      --      $  (137,105)   $   (14,883)

Cash received for shares not
yet Issued at $.50 per share   22,420,000          --          22,420         7,080           --             --

Contributed Capital                  --            --            --              95           --             --

Net Loss                             --            --            --            --             --          (31,599)
                              -----------   -----------   -----------   -----------    -----------    -----------

Balance December 31, 2001     174,420,000       152,000        22,420         7,175       (137,105)       (46,482)

Shares Issued                        --          22,420       (22,420)         --             --             --

Net Loss                             --            --            --            --             --          (33,829)
                              -----------   -----------   -----------   -----------    -----------    -----------

</TABLE>


                                      F - 6

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2003
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                                                                         Since
                                                                                                        November
                                                                                                         6, 2000
                                                                                                      Inception of
                                     Common Stock                         Paid-In        Retained      Development
                                 Shares      Par Value   To Be Issued     Capital        Deficit         Stage
                              -----------   -----------   -----------   -----------    -----------    -----------
<S>                           <C>           <C>           <C>           <C>            <C>            <C>
Balance at December 31, 2002  174,420,000   $   174,420   $      --     $     7,175    $  (137,105)   $   (80,311)

June 10, 2003, Shares Issued
for Services                   15,200,000        15,200          --          (7,175)        (7,985)          --

November 17, 2003, Shares
Repurchased                   (152,000,000)    (152,000)         --            --           54,638           --

December 23, 2003, Shares
Issued for Cash                19,800,000        19,800          --          80,200           --             --

Net Loss                             --            --            --            --             --          (33,737)
                              -----------   -----------   -----------   -----------    -----------    -----------

Balance at December 31, 2003   57,420,000   $    57,420   $      --     $    80,200    $   (90,452)   $  (114,048)
                              ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

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

                                      F - 7

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                        Cumulative
                                                                                                          Since
                                                                                                         November
                                                                                                         6, 2000
                                                                        For the Year Ended             Inception of
                                                                           December 31,                Development
                                                                      2003              2002              Stage
                                                                ----------------- ----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>               <C>               <C>
Net Loss                                                        $         (33,737)$         (33,829)$         (114,048)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
   Depreciation and Amortization                                                -            12,000             12,000
   Shares Issued for Services                                                  40                 -                 40

Change in Operating Assets and Liabilities:
Increase (Decrease) in Accounts Payable                                    10,613             1,680             12,543
                                                                ----------------- ----------------- ------------------
  Net Cash Used in operating activities                                   (23,084)          (20,149)           (89,465)
                                                                ----------------- ----------------- ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Intangible Assets                                                   -           (12,000)           (12,000)
                                                                ----------------- ----------------- ------------------
Net cash provided by investing activities                                       -           (12,000)           (12,000)
                                                                ----------------- ----------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Shares for Cash                                        100,000                 -            144,395
Purchase of Treasury Stock                                                (97,362)                -            (97,362)
Increase in Notes Payable                                                 104,413            18,649            154,328
Capital Contributed by Shareholder                                              -                 -                 95
                                                                ----------------- ----------------- ------------------
Net Cash Provided by Financing Activities                                 107,051            18,649            201,456
                                                                ----------------- ----------------- ------------------

Net (Decrease) Increase in Cash and Cash Equivalents                       83,967           (13,500)            99,991
Cash and Cash Equivalents at Beginning of Period                           16,024            29,524                  -
                                                                ----------------- ----------------- ------------------
Cash and Cash Equivalents at End of Period                                 99,991 $          16,024             99,991
                                                                ================= ================= ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                      $               - $             482 $            1,016
  Franchise and income taxes                                    $               - $               - $                -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F - 8

<PAGE>



                              FIDELIS ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for  Fidelis  Energy,  Inc.  is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
November  6, 2000.  Since  November 6, 2000,  the Company is in the  development
stage, and has not commenced planned principal operations. On June 10, 2003, the
Company  changed  its name to Eagle Star  Energy,  Inc.  to reflect  the current
direction of the company.  On February 24, 2004, the Company changed its name to
Fidelis Energy, Inc.

Nature of Business

         The Company was originally  formed to engage  primarily in the business
of providing  comparative  automobile  information  via the Internet and printed
materials.  The  Company  was not  successful  in its plans and  during  the 2nd
quarter of 2003 changed the business plan.

         The  Company  now  plans to enter  into the oil and gas  industry.  The
Company's  primary  objective will be to identify,  acquire and develop  working
interest  percentages  in  smaller,  underdeveloped  oil  and  gas  projects  in
California and Canada that do not meet the  requirements of the larger producers
and developers. The Company intends to acquire smaller, underdeveloped producers
generally  under control of small  family-owned  operators who are interested in
selling out.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Reclassification

         Certain   reclassifications  have  been  made  in  the  2002  financial
statements to conform with the December 31, 2003 presentation.




                                     F - 9

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Pervasiveness of Estimates

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

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Loss per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at December 31, 2003 and 2002.

Intangible Assets

         Intangible  assets  are valued at cost and are being  amortized  on the
straight-line  basis over a period of three years.  The  amortization  period is
management's estimate of useful economic life of the asset.

         The Company  identifies  and records  impairment  losses on  intangible
assets  when  events  and  circumstances  indicate  that  such  assets  might be
impaired.  The Company  considers  factors  such as  significant  changes in the
regulatory  or  business  climate  and  projected  future  cash  flows  from the
respective  asset.  Impairment  losses are  measured  as the amount by which the
carrying amount of intangible asset exceeds its fair value.





                                     F - 10

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - INCOME TAXES

         As  of  December  31,  2003,  the  Company  had a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $114,000 that
may be offset against future taxable income through 2022. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY/GOING CONCERN

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

NOTE 4 - COMMITMENTS

         As of December  31,  2003,  all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 5- NOTE PAYABLE FROM SHAREHOLDER

         The  Company  has  borrowed  money from a  shareholder  in order to pay
general and administrative expenses. For purposes of these financial statements,
interest has been calculated at an imputed  interest rate of 4.00 to 10 percent.
As of December  31, 2003 and  December  31,  2002,  the Company  owed $3,256 and
$49,915, respectively, relating to these notes.





                                     F - 11

<PAGE>


                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 6 - SHORT-TERM NOTE PAYABLE

         On November 17, 2003, the Company repurchased  152,000,000 (400,000 pre
split) shares of its commons stock from the previous president and treasurer. In
connection, with this purchase the Company agreed to pay $150,000 for the common
stock and the outstanding shareholder loan of $52,638 payable on or before March
15,  2004,  at an  interest  rate of 6%. As of December  31, 2003 and 2002,  the
Company owes $151,072 and $0 on this loan.

NOTE 7 - COMMON STOCK

         On June 10,  2003,  the Company  issued  15,200,000  (40,000 pre split)
common shares to two people for services.

         On November 17, 2003, the Company repurchased and subsequently canceled
152,000,000  (400,000  pre split)  shares of its common  stock from the previous
president and treasurer.  Also, on this date the Company approved a 38:1 forward
split. All references to common stock reflect the split.

         On December 23, 2003,  the Company  issued  19,800,000  (1,980,000  pre
split) common shares for cash.

NOTE 8- SUBSEQUENT EVENTS

         On March 5, 2004,  the Company  approved a 1 to10 forward  stock split.
All references to common stock reflect the split.














                                     F - 12