U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

(Mark One)

            [X] Annual report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended DECEMBER 31, 2004

        [ ] Transition report 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)



                  2920 N. Swan Rd., Suite 207, Tucson, AZ 85712
               (Address of principal executive office) (Zip Code)

                                 (520) 319-6100
                           (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 ___


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<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 March 1, 2005, the aggregate  market value of all shares of voting stock held
by non-affiliates  was $38,465,808.  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
1, 2005,  was as follows:  Common Stock $.001 par value,  94,584,354  shares and
Preferred Stock $.001 par value, no shares issued.

Total revenues for fiscal year ended December 31, 2004:   $48,735

At March 1,  2005,  the  number  of  shares  of  common  stock  outstanding  was
94,584,354.

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.
   [   ] Yes [X] No



                                Explanatory Note

We are filing this  Amendment  No. 1 to our Annual Report on Form 10-KSB for the
year ended December 31, 2004 to respond to certain comments  received by us from
the Staff of the  Securities  and Exchange  Commission  ("SEC").  Our  financial
position and results of operations for the periods  presented have been restated
from the  financial  position and results of operations  originally  reported to
record  $325,000 in  additional  expense  from the  issuance of common stock for
services.

For  convenience  and ease of reference we are filing this Annual  Report in its
entirety with the applicable  changes.  Unless otherwise stated, all information
contained  in this  amendment  is as of March 29,  2005,  the filing date of our
Annual  Report on Form  10-KSB for the  fiscal  year ended  December  31,  2004.
Accordingly,  this Amendment No. 1 to the Annual Report on Form 10-KSB/A  should
be read in conjunction with our subsequent filings with the SEC.





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<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.  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  is in 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,  Texas and Canada
that  do not  fit  the  portfolio  requirements  of  the  larger  producers  and
developers.  The  Company  intends to acquire  smaller,  underdeveloped  working
interests,  royalty  interests  and/or  producers,  often under control of small
family-owned  operators  who are  interested in selling out.  Through  analyzing
information  obtained through modern  development  techniques such as horizontal
drilling  and 3-D  seismic,  production  from these  under  developed  and under
utilized projects can often be increased.  The Company plans to acquire projects
following due diligence necessary to fully evaluate the projects potential.

         The Company is primarily in the business of acquiring and operating, as
a working interest partner,  smaller oil and gas leases, and exploratory oil and
gas wells. The Company maintains  relatively low overhead by contracting certain
operating and investigative  functions out to experienced,  licensed geologists,
geophysicists and private oil and gas operators.

         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 near future,  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.

         On March 16, 2003,  the Company  entered into a purchase  agreement for
participation  and acquisition of an 80% working  interest in the Comanche Point
Producing  Company,  Tejon Lease for lands in Sections  28,29,32  and 33,  R18W,
S.B.B.M, Kern County, California.

         During the 2nd quarter,  the Company  closed on the above  purchase for
$305,000   and  also  during  that   quarter   provided   $200,000   toward  the
implementation  of a pilot steam project for the  property.  Funds were obtained
from the  proceeds of two loans,  the first  $305,000  to a private,  affiliated
lender  at the rate of Prime  Plus  3%,  and the  second  of  $200,000  from the
proceeds of a loan from Chunuk Financial Corp. at the rate of Libor Plus 2%. The


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<PAGE>

initial  steam testing on the first well was  completed in late  September.  The
second well entered steam in late October. The third well entered steam flooding
in December 2004.  Should the steam program  provide  marked  improvement in oil
production,  then the Company plans to implement a full rotational steam program
on all of the 16 wells located in the Comanche  Point Field.  The cost of a full
steam  program  is  anticipated  to be  approximately  $1.2  million.  Prior  to
steaming,  the field has historically only produced approximately 20 barrels per
day.

         Also during the 2nd  quarter,  the Company  invested  an  aggregate  of
$655,619,  in part from loan proceeds of a credit line loan to Chunuk  Financial
Corp.,  at the rate of Libor  Plus  2%.,  and  closed on the  purchase  of a 35%
working interest in a gas exploration  project,  termed North Franklin,  located
south of Sacramento,  California and encompassing  approximately  1,800 acres of
land.  The land under lease has since  increased  to nearly  3,000 gross  acres.
Additionally, during the 3rd quarter the Company invested an additional $109,526
to drill the first exploration well, name ArcherWhitney #1. The well went to the
7,800-foot  depth and was  successful in its location of the expected gas field.
The well was capped  until a pipeline  could be  installed to deliver the gas to
processing and further to buyer's main pipeline. The Company, together with it's
working partners,  completed all of the pipeline except 177' feet, which was the
subject  of a US Fish and  Wildlife  Service  permitting  process.  The  process
required 6 months of review and study by the USFWS  prior to permit  grant.  The
permit was issued on March 4, 2005 and the pipeline has been tied-in as of March
17th.  The  Company  expects  an open flow rate of 3MMcf to 5MMcf for this first
well  based off of  analogous  wells in the  vicinity.  There are  several  more
possible  well  locations  to be  drilled  into the field and  tie-in  costs are
expected to be minimal due to the proximity of the wells to the delivery system,
and the fact that the  pipeline  was designed to handle a large volume the large
amount of gas.

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 one full time employee.  Other than Daniel Hodges,  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 2920 N. Swan Rd.,
Suite 207,  Tucson,  AZ 85712.  The Company  executed a lease for  approximately
2,760  square feet of office  space at a base rate of  approximately  $18.50 per
square foot per year,  commencing May 1, 2004. The lease is for a period of four
years and ends April 30,  2008.  The  telephone  number at this address is (520)
319-6100.


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<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

         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.OB.

         The  Company's  shares of common  stock have been quoted for trading on
the  National  Association  of  Securities  Dealers'  OTC  Bulletin  Board since
December 15, 2003. The OTC Bulletin  Board is a network of security  dealers who
buy and sell stock. The following table sets forth the range of high and low bid
quotations for the common stock during each calendar quarter beginning  December
15, 2003 (first day of trading) to December 31, 2004.


                         2003                      HIGH               LOW
December 15, 2003 to December 31, 2003                $0.07              $0.01

                         2004                      HIGH               LOW
January 1, 2004 to March 31, 2004                     $0.38             $0.03
April 1, 2004 to June 30, 2004                        $0.50             $0.29
July 1, 2004 to September 30, 2004                    $0.33             $0.19
October 31, 2004 to December 31, 2004                 $1.04             $0.17

         The above  quotations  are taken  from  information  provided  by Yahoo
Finance and reflect  inter-dealer prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

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


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<PAGE>

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 Company  issued a stock  dividend on December  11th,  2004 to those
shareholders of record at the close of trading on December 8, 2004. The dividend
was .66 shares for each share owned and had the effect of a forward split of the
stock of 1.66:1. The announcement was made on the Company's Web site on the 28th
of November and was disseminated  over Business Wire to provide for the broadest
public disclosure. The company took this action in an effort to maximize overall
long-term shareholder value.

         The number of shareholders  of record of the Company's  Common Stock as
of March 14, 2005 was approximately 6,920.

RECENT SALES OF UNREGISTERED SECURITIES

         On November 17, 2003, the Company  approved a 38:1 forward stock split.
On March 26, 2004, the Company  approved a 10:1 forward stock split. On December
10, 2004, the Company approved a stock dividend which had the effect of a 1.66:1
forward stock split. All references to common stock in the financial  statements
reflect the effects of these stock splits.

         On January 26, 2004,  the Company issued  14,608,000  common shares for
cash.

         On February 25, 2004,  the Company  purchased  17,430,000 of its common
shares for a loan  payable of $105,000.  These shares were  returned to treasury
and cancelled.

         On April 1, 2004,  the Company  authorized  the  issuance of  1,250,000
shares of common  stock which with the stock  dividend  described  above had the
effect of a 1.66:1 forward split to 2,075,000 shares of common stock to its five
directors  for  services  rendered.  As a result of this  issuance,  $425,000 in
compensation expense was recorded.

SELECTED FINANCIAL DATA

The following  selected  financial data should be read in  conjunction  with the
audited Financial Statements and Notes thereto included in Item 8, with "Item 6.
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations"  and with  other  financial  data  included  elsewhere  in this Form
10-KSB.  The  consolidated  statement  of  operations  data for the  year  ended
December  31, 2004 and the year ended  December  31,  2003 and the  consolidated
balance sheet data as of December 31, 2004 and 2003 are derived from our audited
consolidated  financial statements included in Item 8 of this report, which have
been audited by Robison Hill, Public Accountants.



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<PAGE>

The independent  auditors' report  appearing  elsewhere in this document contain
disclosures  that the Company's  losses and negative cash flows from  operations
raise concern about our ability to continue as a going concern. The consolidated
financial  statements  and  the  selected  financial  data  do not  include  any
adjustments that might result from the outcome of that uncertainty.

                                                      Year Ended December 31
                                               2004                 2003
CONSOLIDATED STATEMENT OF OPERATIONS DATA:

Revenue                                             $ 48,735    $            -
Cost of revenue                                       33,722                 -
                                             ---------------    ---------------
Gross profit                                          15,013                 -
Operating expenses                                 (830,084)          (28,801)
Interest expense                                    (18,172)           (4,936)
                                             ---------------    ---------------
Net loss                                         $ (833,243)        $ (33,737)
                                             ===============    ==============
Basic and diluted loss per share                   $  (0.01)        $   (0.00)
                                             ---------------    ---------------
Weighted average common shares outstanding        95,698,605       273,425,186
                                             ===============    ===============

CONSOLIDATED BALANCE SHEET DATA:

Cash and cash equivalents                            $     -      $     99,991
Working capital (deficit)                          (658,490)          (66,880)
Total assets                                       1,388,702            99,991
Total liabilities                                  1,880,825           166,871
Total stockholders' equity                         (492,123)          (66,880)
                                             ---------------    ---------------



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.

         In the 2nd  quarter  of 2004,  Fidelis  Energy,  Inc.  acquired  an 80%
working interest  agreement in the Comanche Point Producing  Company,  Tejon 400
acre lease.

         Under the terms of the  Agreement,  Fidelis paid $305,000 and a further
$200,000  thereafter to commence  implementation  of the pilot study.  Following
full payback of the Company's  investment,  the working  partner of Fidelis will
increase to a 30% working  interest as the Company  decreases  to 70%  interest.
Both  partners  are  subject  only to a 12.5%  royalty  to  Tejon  Ranch  on the
production.   The  Company,   along  with  the  working  partner  implemented  a
steam-flood  extraction pilot study in  mid-September to determine  viability of


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<PAGE>

extraction  with this  method.  The  steam-flood  extraction  pilot  project  of
existing  production  wells should allow Fidelis Energy to analyze the daily oil
production rates from each well. The Company anticipates a significant  increase
to the production at Comanche. At time of implementation the field was producing
12 - 15 barrels per day. As at December  31,  2004,  the Field is  producing  an
estimated 45 to 50 barrels per day after the full completed  steam flooding of 2
wells.  Accurate  projections  of income from the effects of the steam flood are
unavailable until the pilot study is complete.

         Also in the 2nd  quarter of 2004,  the  Company  acquired a 35% working
interest in the North  Franklin  Project,  a Sacramento  Basin  natural gas play
through  a  farm-out  with  Silver  Star  Energy,  Inc.  Under  the terms of the
agreement,  Fidelis Energy advanced a total of $500,000 to the operator terms of
the AFE (Authority for Expenditure) for the initial  7,800-foot test well. Other
partners  in the play are  Archer  Exploration,  Inc.  and the  operator  of the
project, Longbow LLC of Bakersfield.

         On May 14, 2004 the Company spudded the "Archer-Whitney #1" well at the
North  Franklin  Project,  in the Sacramento  Basin of California.  The well was
drilled to a total depth of 8,000 feet where a suite of electronic well logs was
run.  Resistivity  and Sonic logs  showed  clean sand pay with 100% gas  fill-up
within the pay zone and the completion of the well and results were announced on
June  21st.  A 6.0-foot  section  of  Winters  sand that was 100% gas filled was
perforated and flow tested.  Gas was flowed under a four-point test to a maximum
of 2.065 million cubic feet/day. At the culmination of the test, gas was flowing
at 1.975 million cubic feet per day with a tubing  pressure of 2,900 p.s.i on an
8/64ths choke.  Casing  pressure was increasing at the end of the testing period
to  2,970p.s.i.  No formation  water was  encountered  during the test.  Fidelis
announced  that the A.O.F.  (absolute  open flow rates at the sand face) rate on
the  "Archer-Whitney  #1" well to be in excess of 12 million cubic feet per day.
The recent flow test gas analysis returned a B.T.U. content of 940 and reservoir
engineers  report that the reservoir can expect excellent  deliverability  under
producing conditions. The Company executed an Authority for Expenditure (A.F.E.)
for the Company's  working interest share of the North Franklin Project pipeline
cost. Fidelis advanced the payment in full to the operator for the Company's 35%
working  interest share of the North Franklin  pipeline cost.  Fidelis  advanced
funds in full for  additional  acreage that has been added to the Area of Mutual
Interest  (A.M.I.)  surrounding  North  Franklin  covering 400 acres.  The North
Franklin Project land holdings under lease totaled  approximately 1,800 acres at
December 31, 2004.  Increased  amounts of leased land were acquired and the land
under lease totals  approximately  3,000 gross acres at March 1, 2005. These new
leases cover the pipeline route as well as expand the coverage of the underlying
Winters  formation  adding to the potential  reserves of the North  Franklin gas
reservoir.

The North  Franklin  Project and the  underlying  newly  discovered  Winters gas
reservoir contains the  "Archer-Whitney # 1" well. The pipeline was completed on
March 17th, 2005 and Fidelis anticipates being in a cash flow positive situation
and a commercial  gas producer as soon as the pipeline is filled.  A contract is
in place  with a  natural  gas  purchaser.  The well is  being  evaluated  as to


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<PAGE>

I.P.R.'s (Initial Production Rates).  Fidelis continues to work closely with the
operator and  consultants as to future well locations,  reserve  estimations and
overall reservoir  engineering as we commence  commercial gas production at this
sight. The 2nd well to be drilled into the field has been permitted and on March
7th the Company  received its AFE for funds to drill it with an anticipated spud
date of April 20th, 2005.

CORPORATE SUMMARY

         On September 24, 2004, Fidelis announced the election of Mr. Dan Hodges
to the position of President and CEO. Mr. Hodges replaced Mr. Frank Anjakos, who
remained on the Board of Directors of the Company.  Mr. Hodges has been involved
for more than 10 years in the formation  and  operation of public  companies and
was formerly a consultant and spokesman for the Company.  The Board of Directors
also appointed Mr. Hodges to the position of Board Chairman on the same date.

         On September 27, 2004 Fidelis announced the appointment of the new CFO,
Mr. Sterling Klein. Mr. Klein is an accounting professional with a proven record
of accomplishment in corporate financial analysis and administration,  Mr. Klein
has extensive petroleum industry experience, working with energy giants 'Shell,'
and 'Chevron.' As an Inventory  Analyst with Shell,  he traveled  extensively to
various  production  locations in order to conduct  physical asset  inventories.
Subsequently,  in his role as Production Accountant Mr. Klein's responsibilities
included  financial  analysis,  assessment  of monthly  revenues / costs and the
generation of summary reports for management specific to production  facilities.
Mr. Klein then made his move to Chevron as a credit  analyst.  In this role,  he
assisted in the corporate  development and implementation of several new systems
and control procedures.  Mr. Klein also hold titles of Secretary,  Treasurer and
Director.

         The Company announced on October 27, 2004 that it negotiated,  arranged
and secured a $5 million  financing to forward its oil and gas projects.  The $5
million is in the form of a line of credit at Libor rate plus 3%, to be drawn on
as required. The line of credit is secured by production,  specifically from the
North Franklin Project gas sales that is expected to be in production shortly.

SUBSEQUENT EVENTS

JOARCAM ALBERTA, CANADA- LIGHT OIL INVESTMENT

         On January 28th, the Company  negotiated to purchase working  interests
in 2 oil wells at the Joarcam Project  located in Alberta  Canada.  The terms of
the purchase  agreement  will be based on a "fair  market" price for the working
interest,  established by a third-party  reservoir engineer and to be determined
after a 30-day production  period is established for both wells.  Following this
evaluation, closing will be held April 2nd. Currently, asset sales of equivalent
production  are  approximately  $35,000  per  barrel oil per day.  Fidelis  will
acquire a 100% working interest in the 4-27 oil well from a private,  affiliated
Alberta  company (51%) and Dixon Oil and Gas (49%).  The well has been producing
at a rate of 35 barrels  per day since  production  was  established  in January


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<PAGE>

2004. Also, Fidelis will acquire a 30% working interest from the private Alberta
Company in a new well named 13-27.  The 13-27 well is undergoing  completion and
production  testing to establish daily rate  production.  There is the potential
for 110 to 115 bpd of production between the two wells at the two locations. The
overall  development  strategy  envisioned  by the  operator  and other  working
interest  partners  at  Joarcam  could  see  between  16 and 24  well  locations
ultimately  drilled.  Fidelis has negotiated a first right of refusal to acquire
the remaining 30% working  interest on all future drilling  locations at Joarcam
from the  private  Alberta  company  that  covers all  potential  property  wide
reserves, production and other targets that include natural gas potential on the
northern portion of the leases.  With success at Joarcam, it is anticipated that
the field could produce  between 800 and 1200 barrels of oil per day (bbls/d) if
fully  developed  at an  average of 50  barrels  per day per well.  Oil wells at
Joarcam  demonstrate very shallow decline curves. The prospect lands are located
about 25 miles southeast of Edmonton,  Alberta and there is year round access to
the property.  Recently,  the 38 degree API light oil at Joarcam has been priced
at over $50.00 per barrel.  The play is located in the "Viking C" pool  adjacent
to  the  established   Joarcam  Viking  pool,  the  largest  Viking  hydrocarbon
accumulation  in  Alberta,  Canada.  The seller of the 30%  working  interest at
Joarcam  is a  private  Alberta  company,  the  principals  of  which  also  own
beneficial  shareholders  of Fidelis,  and thus are by  definition,  affiliates.
Additionally,  the  remaining 70% working  interest in Joarcam  Property and the
13-27 well is currently being earned by Silver Star Energy, Inc. Fidelis is also
a partner with Silver Star in the North  Franklin  Gas Project near  Sacramento,
California  and with whom the  management  of Fidelis  works closely with in the
evaluation of other potential, jointly feasible exploration prospects.

HIDALGO PROSPECT--TEXAS NATURAL GAS PLAY

         Also  on  January  28th  the  Company  executed  a Lease  Purchase  and
Development Agreement and Joint Operating Agreement with Miramar Petroleum, Inc.
on a farm-in with Miramar on the  "Southeast  Hidalgo  Prospect,  Hidalgo County
Texas".  The Hidalgo Field was  discovered in 1946 by The Texas  Company's #1 El
Texano Land Company well. As gas markets became  available,  numerous wells were
drilled to develop the field.  The  Hidalgo  Field  produces  gas from depths of
6,200 feet to 8,100 feet.  Texaco was the major  operator in the field until the
late 1980's.  Presently  Miramar  Petroleum  Inc.,  PI Energy and  Discorbis Oil
Company are the companies  active in the field.  The Hidalgo  Prospect has under
lease, approximately 312 gross acres.

         Under the terms of the farm-in agreement,  Fidelis advanced $260,000 to
Miramar,  the operator of the project,  representing  a two-thirds  share of the
costs for the drilling to completion of the 7,500 foot  "Lepovitz A" natural gas
well. The funds to complete this transaction came from the convertible debenture
credit line that Fidelis  currently has outstanding with Chunuk Financial Corp..
Presently  Miramar  Petroleum  Inc., PI Energy and Discorbis Oil Company are the
companies  active in the  Hidalgo  field.  Fidelis  has  acquired a 50%  working
interest in the play. Miramar Petroleum is the operator of the project.

         The well was drilled  over a 15 day period and on March 12th was tested
for  resistivity  and  pressure.  The target sands were not located in an up-dip


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<PAGE>

position as indicated by 3-D seismic  logs and were  actually 16' down-dip  from
the adjacent well,  negating the target  objectives from being viable sources of
gas.  However,  an  interesting  spike on both the initial  mudlog and down-hole
electronic  tests performed by Sclumberger  turned up a 5 foot thick sand with a
bottom hole pressure of 2,500 psi. Based on this find, the partners in the well,
including  Fidelis,  determined  to case the hole and  produce  the well.  It is
believed that the well should initially flow  approximately  500-750Mcf per day.
Upon tie-in,  expected to take place by April 1st,  2005, the well will flow and
Initial Production Rate (IPR) tested to determine final flow rate. Fields in the
area tend to flow steady with shallow decline curves. Total completion costs are
estimated at $125,000, as the prospect is proximal to and approximately one mile
from existing gas  infrastructure in the area.  Fidelis' share of the completion
and tie-in costs will be approximately $62,500.

LIQUIDITY AND CAPITAL RESOURCES

         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 was  initially  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 the third quarter,
the  proceeds  necessary  to operate the  Company  and  provide for  acquisition
capital  came  from the  proceeds  of  loans  and a  credit  line as  previously
disclosed.

         In  summary,  there  has  been an  absence  of  liquidity  and  capital
resources  to  operate  the  Company  self-sufficiently.  Such  inadequacy  will
continue until the sale of gas from the tie-in of either the  Archer-Whitney  #1
well or the  Hidalgo  well,  at which  time  the  Company  anticipates  adequate
revenues to operate the Company and experience profitable  operations.  Adequate
operational income is anticipated to begin in late March 2005.


RESULTS OF OPERATIONS

         The Company has had only  limited  operations,  and has  realized  only
limited revenues from the sale of oil from the Comanche Point Field. The Company
has  realized  a net loss  from  operations  of  $947,291  since  inception  due
primarily  to legal,  accounting  and  management  fees  necessary  to bring the
Company through the development stage to become a producer of oil and gas.

         The  Company  had  selling  and  marketing   expenses  from  continuing
operations  of $73,854  and $0 for the years ended  December  31, 2004 and 2003.
General and  administrative  expenses were $756,230 for the year ended  December
31,  2004,  which  consisted  mainly of  officer  wages and  consulting  expense
compared  to $28,801  for the year ended  December  31,  2003.  The  increase is
attributable  to the fact that the Company was largely  dormant in 2003.  In the
first  quarter  of 2004  the  Company  started  its  exploration  of oil and gas
properties.


FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

         The discussion contained herein has been prepared by the Company and is


                                       11
<PAGE>

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.

We have no off-balance sheet arrangements,  special purpose entities,  financing
partnerships or guarantees.

ITEM 7.  FINANCIAL STATEMENTS

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




                                       12
<PAGE>




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no financial  instruments for trading purposes, or derivative or
other financial  instruments  with off balance sheet risk. The fair value of all
financial  instruments  at December 31, 2004 is not  materially  different  from
their carrying value.

To December 31, 2004,  substantially  all revenues are incurred In United States
dollars and cash costs have been realized in both United  States  dollars and in
Canadian dollars and as such, are subject to material foreign currency  exchange
rate risk. To date, the Company has not entered into foreign currency  contracts
to hedge against  foreign  currency  risks between the Canadian  dollar or other
foreign currencies and our reporting currency, the United States dollar.

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

         None.

ITEM 8A.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial  Officer are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule 13a-15 under the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act").  Based  upon the  evaluation,  the  Company's  President
concluded that, as of the end of the period, the Company's  disclosure  controls
and  procedures  were effective in timely  alerting him to material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls

         Based  on his  evaluation  as of  December  31,  2004,  there  were  no
significant  changes in the Company's internal controls over financial reporting
or in any other areas that could  significantly  affect the  Company's  internal
controls  subsequent  to the date of his most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.



                                       13
<PAGE>


                                    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
----                      ---      --------
Daniel Hodges             38       President and Chairman of the Board
Sterling Klein            40       Secretary, Treasurer and Director
Frank N. Anjakos, III     36       Director
Julianne DeGrendele       50       Director
James Marshall            60       Director
Jeff Paro                 30       Director
Robert D. Hadley          39       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.

DANIEL L. HODGES

         Mr. Hodges received his  undergraduate  degree in Aviation Science from
Thomas Edison State College in 1991 and graduated from USAF Undergraduate  Pilot
Training at Williams AFB in 1992.  He has been an  instructor  pilot in the F-16
Fighter  aircraft  since 1997 in a part-time  or full-time  basis.  From 1995 to
2002,  Mr.  Hodges took part in the  formation  and/or  public  registration  of
multiple  public  companies  as an  investor.  Privately,  Mr.  Hodges  has been
involved in real estate  developments  and residential  subdivisions in Southern
Arizona  since 1993.  Mr. Hodges also serves on the board of directors of iWorld
Projects & Systems, Inc. (IWPS), and of Bronco Energy, Inc., both public BDC's.

STERLING KLEIN

         Mr.  Klein  received  his BA  Business  Administration  &  Co-operative
Education from Simon Frasier  University in Burnaby,  British  Columbia in 1990.
Mr. Klein began his career in the  petroleum  industry with Shell Canada Ltd. as
an Inventory Analyst and as a Production Accountant with Shell Canada, Mr. Klein
was  responsible  for the  division  and  analysis of  petroleum  products for a
production  facility to book monthly  revenues and provides  summary reports for
management.  Mr.  Klein went on to work with  Chevron  Canada  Ltd.  as a credit


                                       14
<PAGE>

analyst.  In this role,  Mr. Klein was  involved  with a  development  team that
implemented new systems and procedures company-wide.

         Recently,  Mr.  Klein spent more than 8 years as a  Consultant  to both
public  and  private  companies  providing  services  in  financial  management,
corporate administration, accounting and reporting and as Portfolio Manager with
a mortgage investment corporation.

         He also holds certificates from the Canadian  Securities  Institute and
the University of British Columbia Professional Programs (Real Estate Finance).

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 is a certified public  accountant in the state of Arizona,
and has previously held  certificates  from Michigan,  California,  Illinois and
Florida.  James was the  founder  and chief  executive  officer  of  RESIDENTIAL
RESOURCES MORTGAGE INVESTMENTS CORPORATION,  "RRR" - AMEX, a mortgage based REIT
with assets in excess of $400  million  and a staff of 42.  Prior to March 1985,
Mr. Marshall was the National  Finance  Partner for KENNETH  LEVENTHAL & COMPANY
and was Managing Partner of that firm's Phoenix Office for five years.

         Career experiences include responsibilities for major land acquisitions
and dispositions and their  structuring.  His audit and tax experience  included
publicly-held  companies  for which Mr.  Marshall  was  responsible  for  banks,
savings  and  loan  associations,  real  estate  developers,  mortgage  bankers,
insurance companies, builders and contractors.

         Mr. Marshall is a member of the AICPA, performs audits,  consulting and
tax services for his clients.  Mr. Marshall has more than 35 years audit and tax
experience  on a wide range of public and  private  companies.  Mr.  Marshall is
current on all PCAOB SEC, auditing, accounting and tax matters. In addition to a
strong  background in auditing and taxation,  Mr. Marshall is a proven innovator
and  solution   developer   relying  on  both  traditional  and   nontraditional
alternatives.



                                       15
<PAGE>

JEFF PARO

         Mr. Paro  graduated from the University of Arizona in 1992 with a BA in
Business  Administration and has worked in financial services for a Nevada-based
independent  banking entity, as well as in corporate analysis and management for
a major space industry conglomerate both in the United States and overseas.

ROBERT D. HADLEY

         Mr. Hadley  received his BA from the  University of Chicago in 1986 and
graduated from USAF  Undergraduate  Pilot  Training at Vance AFB in 1990.  Since
then he has  served  as a  squadron  and  instructor  pilot in the F-16  Fighter
aircraft in Korea and several US locations.

         Mr. Hadley has also served as Trustee and financial  advisor to a large
family trust and is well versed in financial analysis and modeling.

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  appointed James Marshall and Julianne
DeGrendele,  both  Certified  Public  Accountants  and  Directors  as the "audit
committee financial experts," 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.
The board believes that its current audit  committee is able to fulfill its role
under SEC regulations.



                                       16
<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

                  The Company has not paid, nor does it owe, any compensation to
executive  officers for the year ended December 31, 2004. 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  have been paid to any of the Board of Directors,
individually or as a group. However, 5 of the directors,  not including Sterling
Klein nor Daniel Hodges, have been paid or have accrued payment(s) due of $1,000
per board meeting since the Board meeting in September 2004.

SUMMARY  COMPENSATION  TABLE.  The following  summary  compensation  table shows
certain compensation information for services rendered in all capacities for the
years ended  December 31, 2004,  and 2003.  Other than as set forth  herein,  no
executive  officer's  cash  salary  and bonus  exceeded  $100,000  in any of the
applicable  years. The following  information  includes the dollar value of base
salaries,  bonus awards,  restricted  shares issued in lieu of cash compensation
and certain other compensation, if any, whether paid or deferred:


<TABLE>
<CAPTION>
                            ANNUAL COMPENSATION                               LONG-TERM COMPENSATION
                                                           RESTRICTED
NAME &                                                        STOCK
PRINCIPAL                                  OTHER ACCRUED    AWARDS IN                                        ALL OTHER
POSITION          YEAR   SALARY    BONUS    COMPENSATION     SHARES         OPTIONS/SARS    LTIP PAYOUTS   COMPENSATION

<S>               <C>    <C>       <C>     <C>             <C>              <C>             <C>            <C>
Dan Hodges        2004   110,056-      --              --           --                 --              --             --
                  2003        --       --              --           --                 --              --             --
                              --       --              --           --                 --              --             --
Frank Anjakos     2004    81,333                               250,000
                  2003    18,000       --              --                              --              --             --
                              --       --              --           --                 --              --             --
James Marshall    2004    29,000       --              --      250,000                 --              --             --
                  2003
                              --       --              --           --                 --              --             --
Julianne
Degrendele        2004    53,167       --              --      250,000                 --              --             --
                  2003        --       --              --           --                 --              --             --

Jeff Paro         2004    28,000       --              --      250,000                 --              --             --
                  2003        --       --              --           --                 --              --             --
                              --       --              --           --                 --              --             --
Robert Hadley     2004    28,000       --              --      250,000                 --              --             --
                  2003        --       --              --           --                 --              --             --
                              --       --              --           --                 --              --             --
</TABLE>


                                       17
<PAGE>





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
94,584,354  outstanding shares of common stock at March 1, 2005. This table also
includes  information  as to the  ownership of the common  shares by each of the
directors and executive officers of the Company, as well as 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.

<TABLE>
<CAPTION>
                  NAME AND ADDRESS                      AMOUNT & NATURE                 PERCENT
TITLE OF CLASS    OF BENEFICIAL OWNER                   OF BENEFICIAL OWNER             OF CLASS

<S>               <C>                                   <C>                              <C>
Common Stock      TMC Capital Trust                     20,584,000 shares                21.76%
                           1815 N. Placita Buendia      Direct
                           Tucson, AZ 85749
                           Daniel Hodges, Trustee

Common Stock      SNK Capital Trust                     20,584,000 shares                21.76%
                           1066 W. Hastings St.         Direct
                           Vancouver, B.C., Canada
                           Sterling Klein, Trustee

Common Stock      Daniel Hodges / Joshua                 8,300,000 shares                  8.8%
                           & Grace  Investments LLC
                           PO Box 393
                           Sonoita,  AZ   85637

Common Stock      All executive officers and           14,532,334 shares                  15.36%
                           directors as a group
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         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 to 10 percent.  As
of December 31, 2004 and December 31, 2003,  the Company owed $2,989 and $3,256,
respectively, relating to these notes.

         On February 25, 2004,  the Company  purchased  17,430,000 of its common
shares for a loan  payable of $105,000.  These shares were  returned to treasury
and  cancelled.  Interest at a rate of 4.22% has been imputed on the loan. As of
December 31, 2004, the Company owes $108,802 on this loan.



                                       18
<PAGE>

         The Company has a "working  interest"  relationship  with joint venture
partner  Silver Star Energy,  Inc.  (SVSE:  OTC:  BB).  Both  companies  have an
interest in the North  Franklin  gas  project in  Sacramento,  California.  More
recently  in  January  2005  Fidelis  entered  into an  agreement  to acquire an
interest in 2 oil wells at the Joarcam Project located in Alberta Canada. Silver
Star is earning a 70% working  interest in the entire Joarcam  Project.  Fidelis
has also entered into an agreement for the first right of refusal to acquire the
remaining  30% working  interest on all future  drilling  locations  at Joarcam.
Silver Star and Fidelis will  collectively have acquired a 100% working interest
at Joarcam.  The management of both  companies work closely  together on both of
the  above  projects  and have  contemplated,  or are  contemplating  additional
jointly operated projects in the future.  Also, the two companies share a common
origin  in  that  certain   beneficial   shareholders  of  both  companies  have
contributed to their formation.

ITEM 13. EXHIBITS AND REPORTS ON 8-K
<TABLE>
<CAPTION>
1. FINANCIAL STATEMENTS PAGE

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

Balance Sheets
   December 31, 2004 and 2003..............................................................F-3

Statements of Operations
   For the Years Ended December 31, 2004 and 2003
   And for the Cumulative Period from July 5, 1996 (inception of development stage)
   To December 31, 2004....................................................................F-5

Statement of Stockholders' Equity
   From July 5, 1996 (inception of development stage) to December 31, 2004 ................F-6

Statements of Cash Flows
   For the Years Ended December 31, 2004 and 2003
   And for the Cumulative Period from July 5, 1996 (inception of development stage)
   To December 31, 2004...................................................................F-10

Notes to the Financial Statements.........................................................F-12
</TABLE>


         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.


                                       19
<PAGE>

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.

ITEM 14 - 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, 2004
and 2003:

     Service                            2004           2003
     ------------------------------  ------------   ------------
     Audit Fees                       $   8,925      $   4,920
     Audit Related Services                    -              -
     Tax Fees                                  -              -
     All Other Fees                            -              -
                                     ------------   ------------
     Total                            $   8,925      $   4,920
                                     ============   ============

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.




                                       20
<PAGE>


                              FIDELIS ENERGY, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT


                           DECEMBER 31, 2004 AND 2003








<PAGE>






                                    CONTENTS


                                                                        Page

Independent Auditor's Report.............................................F - 1

Balance Sheets
  December 31, 2004 and 2003.............................................F - 3

Statements of Operations for the
  Years Ended December 31, 2004 and 2003
  And for the Cumulative Period from November 6, 2000 (Inception)
  To December 31, 2004...................................................F - 5

Statement of Stockholders' Equity
  Since November 6, 2000 (Inception) to December 31, 2004 ...............F - 6

Statements of Cash Flows for the
  Years Ended December 31, 2004 and 2003
  And for the Cumulative Period from November 6, 2000 (Inception)
  To December 31, 2004..................................................F - 10

Notes to Financial Statements...........................................F - 12




















<PAGE>















                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and Board of Directors
Fidelis Energy, Inc.
(A Development Stage Company)


         We have audited the accompanying balance sheets of Fidelis Energy, Inc.
(a development  stage company) as of December 31, 2004 and 2003, and the related
statements  of  operations  and cash  flows  for the  years  then  ended and the
cumulative  from  November 6, 2000  (inception)  to December 31,  2004,  and the
statement of stockholders'  equity from November 6, 2000 (inception) 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 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, 2004 and 2003 and the results
of its  operations and its cash flows for the years then ended December 31, 2004
and December 31, 2003 and the  cumulative  from  November 6, 2000  (inception of
development stage) to December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.




                                      F - 1

<PAGE>




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


         As  discussed in Note 13 to the  financial  statements,  the  Company's
December 31, 2004 operating expenses  previously  reported as $505,084 have been
changed  to  $830,084,  due to a  change  in  estimate.  This  change  was  made
subsequent to the issuance of the financial statements. The financial statements
have been restated to reflect this change.



                                                    Respectfully Submitted,


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

Salt Lake City, Utah

March 1, 2005, except for Note 13, as to which the date is March 31, 2006



















                                      F - 2

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                   RESTATED
                                                                                 December 31,       December 31,
                                                                                     2004               2003
                                                                              ------------------ ------------------

ASSETS
Current Assets
<S>                                                                           <C>                <C>
   Cash                                                                       $                - $           99,991
                                                                              ------------------ ------------------
       Total Current Assets                                                                    -             99,991
                                                                              ------------------ ------------------

Oil & Gas Properties, Using Successful Efforts Method
   Oil & Gas Leases                                                                      516,526                  -
   Oil & Gas Exploration Costs                                                           768,645                  -
                                                                              ------------------ ------------------
       Total Oil & Gas Properties                                                      1,285,171                  -
                                                                              ------------------ ------------------

Other Property & Equipment
   Furniture & Fixtures                                                                   26,258                  -
   Office Equipment                                                                       17,922                  -
   Leasehold Improvements                                                                 61,440                  -
   Less: Accumulated Depreciation                                                         (7,262)                 -
                                                                              ------------------ ------------------
       Total Property & Equipment, Net of Depreciation                                    98,358                  -
                                                                              ------------------ ------------------

Other Assets
   Deposit                                                                                 5,173                  -
                                                                              ------------------ ------------------
       Total Other Assets                                                                  5,173                  -
                                                                              ------------------ ------------------

TOTAL ASSETS                                                                  $        1,388,702 $           99,991
                                                                              ================== ==================
</TABLE>












                                      F - 3

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                   RESTATED
                                                                                 December 31,       December 31,
                                                                                     2004               2003
                                                                              ------------------ ------------------

LIABILITIES
Current Liabilities
<S>                                                                           <C>                <C>
   Accounts Payable                                                           $           82,302 $           12,543
   Accrued Expenses                                                                       61,550                  -
   Overdrawn Cash                                                                             82                  -
   Note Payable                                                                          402,765            151,072
   Related Party Note Payable                                                            108,802                  -
   Note Payable to Shareholder                                                             2,989              3,256
                                                                              ------------------ ------------------
       Total Current Liabilities                                                         658,490            166,871
                                                                              ------------------ ------------------

Non-Current Liabilities
   Convertible Debenture Credit Line                                                   1,222,335                  -
                                                                              ------------------ ------------------

TOTAL LIABILITIES                                                                      1,880,825            166,871
                                                                              ------------------ ------------------

Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares, Issued 94,584,354 and
    95,331,354 shares at December 31, 2004 and 2003                                       94,584             95,331
  Paid-In Capital                                                                        360,584           (48,163)
  Deficit Accumulated During the
    Development Stage                                                                   (947,291)          (114,048)
                                                                              ------------------ ------------------

TOTAL STOCKHOLDERS' EQUITY                                                              (492,123)           (66,880)
                                                                              ------------------ ------------------

TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY                                                   $        1,388,702 $           99,991
                                                                              ================== ==================
</TABLE>




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

                                      F - 4

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                      RESTATED
                                                                                                     Cumulative
                                                                                                       since
                                                                RESTATED                             November 6,
                                                              For the year      For the year            2000
                                                                 ended              ended           Inception of
                                                              December 31,      December 31,        Development
                                                                  2004              2003               Stage
                                                            ----------------  -----------------  ------------------
<S>                                                         <C>               <C>                <C>
Revenues                                                    $         48,735  $               -  $           48,735
Cost of Operations                                                    33,722                  -              33,722
                                                            ----------------  -----------------  ------------------

     Gross Profit                                                     15,013                  -              15,013
                                                            ----------------  -----------------  ------------------

Expenses:
   Selling & Marketing                                                73,854                  -              73,854
   General & Administrative                                          101,674             28,801             205,107
   Consulting                                                        110,056                  -             110,056
   Salaries & Directors Fees                                         544,500                  -             544,500
                                                            ----------------  -----------------  ------------------
     Total operating expenses                                        830,084             28,801             933,517
                                                            ----------------  -----------------  ------------------

Operating Loss                                                      (815,071)           (28,801)           (918,504)
                                                            ----------------  -----------------  ------------------

Other Expense
  Interest                                                           (18,172)            (4,936)            (28,787)
                                                            ----------------  -----------------  ------------------

Net Income (Loss)                                           $       (833,243) $         (33,737) $         (947,291)
                                                            ================  =================  ==================

Basic & Diluted Loss                                        $         (0.01)  $               -
                                                            ================  =================


Weighted Average Shares                                           95,698,605        273,425,186
                                                            ================  =================
</TABLE>





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

                                      F - 5

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2004

<TABLE>
<CAPTION>

                                                                                                                Deficit
                                                                                                              Accumulated
                                                                                                                 Since
                                                                                                               November
                                                                                                                6, 2000
                                                                                                             Inception of
                                                  Common Stock                              Paid-In           Development
                                 Shares            Par Value          To Be Issued          Capital              Stage
                            -----------------  ------------------  ------------------  -----------------   -----------------
Balance at November 6, 2000
<S>                                            <C>                 <C>                 <C>                 <C>
(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                   -            (14,800)                  -

March 15, 2004, 10:1
Forward Stock Split               136,800,000             136,800                   -           (136,800)                  -

December 10, 2004, 1.66:1
Forward Stock Split               100,334,154             100,334                   -           (100,334)                  -
                            -----------------  ------------------  ------------------  -----------------   -----------------
</TABLE>


                                     F - 6

<PAGE>

                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2004
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                                Deficit
                                                                                                               Accumulated
                                                                                                                  Since
                                                                                                                November
                                                                                                                 6, 2000
                                                                                                              Inception of
                                                   Common Stock                              Paid-In           Development
                                  Shares            Par Value          To Be Issued          Capital              Stage
                             -----------------  ------------------  ------------------  -----------------   -----------------
<S>                          <C>                <C>                 <C>                 <C>                 <C>
Restated Balance at
December 31, 2000                  252,334,154  $          252,334  $                  -$        (237,439)  $         (14,883)

Cash received for shares not
yet issued at $.50 per share        37,217,200                   -              37,217             (7,717)                  -

Contributed Capital                          -                   -                   -                 95                   -

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

Balance December 31, 2001          289,551,354             252,334              37,217           (245,061)            (46,482)

Shares Issued                                -              37,217             (37,217)                 -                   -

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

Balance at December 31, 2002       289,551,354             289,551                   -           (245,061)            (80,311)
</TABLE>


                                      F - 7

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2004
                                   (Continued)

<TABLE>
<CAPTION>

                                                                                                                Deficit
                                                                                                              Accumulated
                                                                                                                 Since
                                                                                                               November
                                                                                                                6, 2000
                                                                                                             Inception of
                                                  Common Stock                              Paid-In           Development
                                 Shares            Par Value          To Be Issued          Capital              Stage
                            -----------------  ------------------  ------------------  -----------------   -----------------
<S>                         <C>                <C>                 <C>                 <C>                 <C>
June 10, 2003, Shares Issued
for Services                       25,232,000  $           25,232  $                -  $         (25,192)  $               -

November 17, 2003, Shares
Repurchased                      (252,320,000)           (252,320)                  -            154,958                   -

December 23, 2003, Shares
Issued for Cash                    32,868,000              32,868                   -             67,132                   -

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

Balance at December 31, 2003       95,331,354              95,331                   -           (48,163)            (114,048)


January 26, 2004, Shares
Issued for Cash                    14,608,000              14,608                   -             73,392                   -

February 25, 2004, Shares
Repurchased                       (17,430,000)            (17,430)                  -            (87,570)                  -
</TABLE>


                                      F - 8

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE NOVEMBER 6, 2000 (INCEPTION) TO DECEMBER 31, 2004
                                   (Continued)


<TABLE>
<CAPTION>
                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                                                                                    Since
                                                                                                                  November
                                                                                                                   6, 2000
                                                                                                                Inception of
                                                     Common Stock                              Paid-In           Development
                                    Shares            Par Value          To Be Issued          Capital              Stage
                               -----------------  ------------------  ------------------  -----------------   -----------------
<S>                            <C>                <C>                 <C>                 <C>                 <C>
April 1, 2004, Shares Issued
to Directors for Services              2,075,000  $            2,075  $                -  $         422,925   $               -

Net Loss                                       -                   -                   -                  -            (833,243)
                               -----------------  ------------------  ------------------  -------------------------------------

Balance at December 31, 2004
RESTATED                              94,584,354  $           94,584  $                -  $         360,584   $        (947,291)
                               =================  ==================  ==================  =================   =================
</TABLE>











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

                                      F - 9

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                         RESTATED
                                                                                                        Cumulative
                                                                                                          Since
                                                                    RESTATED                             November
                                                                  For the year      For the year         6, 2000
                                                                      ended             ended          Inception of
                                                                  December 31,      December 31,       Development
                                                                      2004              2003              Stage
                                                                ----------------- ----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>               <C>               <C>
Net Loss                                                        $        (833,243)$         (33,737)$         (947,291)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
   Depreciation and Amortization                                            7,262                 -             19,262
   Shares Issued for Services                                             425,000                40            425,040

Change in Operating Assets and Liabilities:
(Increase) Decrease in Deposits                                            (5,173)                -             (5,173)
Increase (Decrease) in Accounts Payable                                    69,759            10,613             82,302
Increase (Decrease) in Interest on Notes Payable                           18,172                 -             18,172
Increase (Decrease) in Accrued Expenses                                    61,550                 -             61,550
                                                                ----------------- ----------------- ------------------
  Net Cash Used in operating activities                                  (256,673)          (23,084)          (346,138)
                                                                ----------------- ----------------- ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Furniture & Fixtures                                          (26,258)                -            (26,258)
Purchase of Office Equipment                                              (17,922)                -            (17,922)
Payment for Leasehold Improvements                                        (61,440)                -            (61,440)
Purchase of Oil & Gas Leases                                             (505,000)                -           (505,000)
Oil & Gas Exploration Costs                                              (768,645)                -           (768,645)
Purchase of Intangible Assets                                                   -                 -            (12,000)
                                                                ----------------- ----------------- ------------------
Net cash provided by investing activities                              (1,379,265)                -         (1,391,265)
                                                                ----------------- ----------------- ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Convertible Debenture                                     1,213,250                 -          1,213,250
Issuance of Common Shares for Cash                                         88,000           100,000            232,395
Purchase of Treasury Stock                                                      -           (97,362)           (97,362)
Payment of Notes Payable                                                  (70,385)                -            (70,385)
Proceeds from Notes Payable                                               305,000           104,413            459,328
Overdrawn Cash                                                                 82                 -                 82
Capital Contributed by Shareholder                                              -                 -                 95
                                                                ----------------- ----------------- ------------------
Net Cash Provided by Financing Activities                               1,535,947           107,051          1,737,403
                                                                ----------------- ----------------- ------------------
</TABLE>


                                      F -10

<PAGE>



                              FIDELIS ENERGY, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (continued)


<TABLE>
<CAPTION>
                                                                                                         RESTATED
                                                                                                        Cumulative
                                                                                                          Since
                                                                    RESTATED                             November
                                                                  For the year      For the year         6, 2000
                                                                      ended             ended          Inception of
                                                                  December 31,      December 31,       Development
                                                                      2004              2003              Stage
                                                                ----------------- ----------------- ------------------

<S>                                                             <C>               <C>               <C>
Net (Decrease) Increase in Cash                                 $         (99,991)$          83,967 $                -
   and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period                           99,991            16,024                  -
                                                                ----------------- ----------------- ------------------

Cash and Cash Equivalents at End of Period                      $               - $          99,991 $                -
                                                                ================= ================= ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                      $               - $               - $            1,016
  Franchise and income taxes                                    $               - $               - $                -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
</TABLE>

         On February 25, 2004,  the Company  purchased  17,430,000 of its common
shares for a loan  payable of $105,000.  These shares were  returned to treasury
and cancelled.















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

                                     F - 11

<PAGE>



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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting  policies for Fidelis Energy 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.

Nature of Operations and Going Concern

         Subsequent to December 31, 2004, the Company started  production of oil
and gas extraction on several sights. The accompanying financial statements have
been  prepared  on the basis of  accounting  principles  applicable  to a "going
concern",  which assume that the Company will continue in operation for at least
one year and will be able to realize its assets and discharge its liabilities in
the normal course of operations.

         As of December 31, 2004, several conditions and events cast doubt about
the Company's ability to continue as a "going concern". The Company has incurred
net losses of $947,291  for the period  from  November  6, 2000  (inception)  to
December  31, 2004 and  requires  additional  financing  in order to finance its
business  activities on an ongoing basis. In addition to commencing  production,
the  Company  is  actively  pursuing  alternative  financing,   has  arranged  a
$5,000,000  convertible debenture credit line and has had discussions with other
various  third  parties,  although  no  additional  firm  commitments  have been
obtained.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,   but  not  limited  to,  acquiring   interests  in  various
exploration and production  opportunities and the success of its current oil and
gas operations.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
November 6, 2000. 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. The Company operated
as a development  stage  company until the first quarter of 2004,  when it began
exploration  for oil and gas.  During the second  quarter of 2004,  the  Company
acquired a well field and was setting up the extraction process.


                                     F - 12

<PAGE>



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

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

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  is in 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  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  2003  financial
statements to conform with the 2004 presentation.

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.

Oil and Gas Producing Activities

         The Company has earned minimal revenues from its planned operations. It
is primarily engaged in the acquisition,  exploration and development of oil and
gas properties. The Company uses the successful efforts method of accounting for
these  activities.  Under this method of accounting,  geological and geophysical
costs and the costs of carrying and retaining undeveloped properties are charged
to expense when incurred since they do not result in the  acquisition of assets.
Costs incurred to drill  exploratory  wells and  exploratory-type  stratigraphic
test wells

                                     F - 13

<PAGE>



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

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

that do not find proved  reserves are charged to expense  when it is  determined
that the  wells  have not found  proved  reserves.  Costs  incurred  to  acquire
properties and drill  development  wells,  development-type  stratigraphic  test
wells,   successful   exploratory   wells,  and  successful   exploratory-  type
stratigraphic wells are capitalized.

         Capitalized  costs of wells and related  equipment  will be  amortized,
depleted,  or  depreciated  using the  units-of-production  method.  The Company
continues  to carry's as an asset the cost of  drilling  exploratory  wells that
find sufficient  quantities of reserves to justify their completion as producing
wells if the required  capital  expenditure  is made and drilling of  additional
exploratory wells is under way or firmly planned for the near future.

         On April 4, 2005,  the FASB  adopted  FASB Staff  Position FSP FAS 19-1
that  amends  Statement  of  Financial  Accounting  Standards  No.  19 (FAS 19),
Financial Accounting and Reporting by Oil and Gas Producing Companies, to permit
the continued  capitalization  of exploratory  well costs beyond one year if (a)
the well found a sufficient  quantity of reserves to justify its completion as a
producing well and (b) the entity is making  sufficient  progress  assessing the
reserves  and  the  economic  and  operating  viability  of  the  project.  Once
exploration  activities  demonstrate that sufficient  quantities of commercially
producible reserves have been discovered,  continued capitalization is dependent
on  project  reviews,  which  take  place  at least  annually,  to  ensure  that
satisfactory  progress  toward  ultimate  development  of the  reserves is being
achieved.  Exploratory  well costs not  meeting  these  criteria  are charged to
expense. The Company's property's have been held less than one year and progress
in their development  continues.  Consequently the Company does not believe that
the  application  of FSP FAS 19-1 will have a material  impact on its  financial
statements.  Costs of  unproved  properties  will be  assessed  periodically  to
determine if an impairment loss should be recognized.

Depreciation

         Property  and   Equipment   are  stated  at  cost.   Depreciation   and
amortization  is calculated on a straight-line  basis over the estimated  useful
lives of the assets as follows:


                     Asset                                Rate
------------------------------------------------  --------------------
Furniture & Fixtures                                       5 - 7 years
Office equipment                                           3 - 5 years
Leasehold improvements                                   Term of lease

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

                                     F - 14

<PAGE>



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

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

         Depreciation expense for the years ended December 31, 2004 and 2003 was
$7,262 and $0, respectively.

Stock Options

         The Company  has adopted  SFAS No.  123,  "Accounting  for  Stock-Based
Compensation",  which establishes  standards for reporting  compensation expense
for stock  options that have been issued.  This  statement  defines a fair value
based  method of  accounting  for an  employee  stock  option or similar  equity
instrument and encourages  entities to adopt that method of accounting for their
employee  stock  compensation  plans.  The  statement  also  allows  entities to
continue to measure  compensation cost for these plans using the intrinsic value
based method  prescribed by APB Opinion No. 25,  "Accounting for Stock Issued to
Employees".  Under the fair value based method, compensation cost is measured at
the  grant  date  based on the value of the  award  and is  recognized  over the
service period,  which is usually the vesting period.  Under the intrinsic value
based  method,  compensation  cost is the excess,  if any, of the quoted  market
price of the stock at grant  date or other  measurement  date over the amount an
employee must pay to acquire the stock.  The Company has elected to use the fair
value based method of accounting for employee stock compensation plans.

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.  Convertible equity instruments such
as stock  options,  warrants,  convertible  debentures  and  notes  payable  are
excluded from the  computation  of diluted loss per share,  as the effect of the
assumed exercises would be antidilutive.

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.






                                     F - 15

<PAGE>



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

NOTE 2 - INCOME TAXES

         As  of  December  31,  2004,  the  Company  had a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $673,000 that
may be offset against future taxable income through 2024. 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 - GOING CONCERN

         The Company has not commenced its intended principal  operations and as
is common with a company in the development stage of oil and gas extraction, the
Company has had recurring losses. Continuation of the Company as a going concern
is dependent  upon  obtaining the  additional  working  capital  necessary to be
successful  in its  planned  activity,  and the  management  of the  Company has
developed a strategy,  which it believes will accomplish this objective  through
additional equity funding and long term financing, which will enable the Company
to operate for the coming year.

NOTE 4 - SHORT-TERM NOTE PAYABLE

         On November 17, 2003, the Company repurchased 252,320,000 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, 2004 and  December  31,  2003,  the
Company owes $86,240 and $151,072 on this loan.

         On April 2, 2004, the Company borrowed  $305,000 from a third party for
direct  payment  on oil and gas  properties.  The loan is due  April 2, 2005 and
bears interest of 5%. As of December 31, 2004, the Company owes $316,525 on this
loan. As of December 31, 2004, loan interest of $11,526 had been capitalized and
included in oil and gas leases.

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 to 10 percent.  As
of December 31, 2004 and December 31, 2003,  the Company owed $2,989 and $3,256,
respectively, relating to these notes.




                                     F - 16

<PAGE>



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

NOTE 6 - CONVERTIBLE DEBENTURE CREDIT LINE

         During  the  year  ended  December  31,  2004,  the  Company   received
$1,122,250 for a stock  subscription of 1,122,250 common shares.  On October 25,
2004,  the Company  renegotiated  this  transaction in the form of a Convertible
Debenture  Credit  Line of up to $5  million.  Thus,  these  amounts  have  been
reclassified from Common Stock to be Issued to a Current  Liability.  The Credit
Line bares interest  annual rate of Libor plus 2% percent and shall be payable 2
years from the issuance. The principal amount shall be convertible,  in part for
$1 per Preferred Series A Shares,  at the option of the Company within the first
six  months  and  thereafter  by the  lender  until  the  loan is  satisfied  or
liquidated. The Preferred Shares shall be convertible to Common Stock on a basis
equivalent  to 20% of  Common  Stock  of the  Company  then  outstanding.  As of
December 31, 2004, the total amount due on the Convertible Debenture Credit Line
was $1,222,335.

NOTE 7 - COMMITMENTS

         On January 22, 2004, the Company entered into a lease for office space.
The rental charges are  approximately  $4,300 per month  commencing May 1, 2004.
The lease expires April 30, 2008.

         The minimum  future lease  payments under this leases for the next five
years are:


Ending December 31,
2004                                         $          34,028
2005                                                    52,053
2006                                                    53,620
2007                                                    55,233
2008                                                    18,591
                                             -----------------
Total Minimum Lease Payments                 $         213,525
                                             =================

         The leases generally  provides that insurance,  maintenance,  utilities
and tax expenses are  obligations  of the  Company.  It is expected  that in the
normal  course of  business,  leases  that expire will be renewed or replaced by
leases on other properties.

NOTE 8 - RELATED PARTY TRANSACTIONS

         On February 25, 2004,  the Company  purchased  17,430,000 of its common
shares for a loan  payable of $105,000.  These shares were  returned to treasury
and  cancelled.  Interest at a rate of 4.22% has been imputed on the loan. As of
December 31, 2004, the Company owes $108,802 on this loan.




                                     F - 17

<PAGE>



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

NOTE 8 - RELATED PARTY TRANSACTIONS (continued)

         The Company has a "working  interest"  relationship  with joint venture
partner  Silver Star Energy,  Inc.  (SVSE:  OTC:  BB).  Both  companies  have an
interest in the North  Franklin gas project in  Sacramento,  California.  Silver
Star is earning a 70% working  interest in the entire Joarcam  Project.  Fidelis
has also entered into an agreement for the first right of refusal to acquire the
remaining  30% working  interest on all future  drilling  locations  at Joarcam.
Silver Star and Fidelis will  collectively have acquired a 100% working interest
at Joarcam.

         In  addition,  Silver Star and Fidelis  management  work closely in the
evaluation of other potential, jointly feasible exploration prospects. Also, the
two companies share a common origin in that certain  beneficial  shareholders of
both companies have contributed to their formation.

NOTE 9 - COMMON STOCK

         On November 17, 2003, the Company  approved a 38:1 forward stock split.
On March 26, 2004, the Company  approved a 10:1 forward stock split. On December
10, 2004, the Company  approved a 1.66:1 forward stock split.  All references to
common  stock in the  financial  statements  reflect  the effects of these stock
splits.

         On June 10, 2003,  the Company issued  25,232,000  common shares to two
people for services.

         On November 17, 2003, the Company repurchased and subsequently canceled
252,320,000  shares  of  its  common  stock  from  the  previous  president  and
treasurer.

         On December 23, 2003, the Company issued  32,868,000  common shares for
cash.

         On January 26, 2004,  the Company issued  14,608,000  common shares for
cash.

         On February 25, 2004,  the Company  purchased  17,430,000 of its common
shares for a loan  payable of $105,000.  These shares were  returned to treasury
and cancelled.

         On April 1, 2004,  the Company  authorized  the  issuance of  2,075,000
shares of common stock to its three directors for services rendered. As a result
of this issuance, $425,000 in compensation expense was recorded.






                                     F - 18

<PAGE>



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

NOTE 10 - STOCK OPTIONS

         Pursuant to a 2004 Stock Option and Compensation Plan, grants of shares
can be made to  employees,  officers,  directors,  consultants  and  independent
contractors  of  non-qualified  stock  options as well as for the grant of stock
options to employees  that qualify as incentive  stock options under Section 422
of the Internal Revenue Code of 1986 or as non-qualified stock options. The Plan
is  administered  by the Board of  Directors  ("Board"),  which has,  subject to
specified  limitations,  the full  authority to grant  options and establish the
terms and conditions for vesting and exercise thereof.

         In order to exercise an option  granted  under the Plan,  the  optionee
must pay the full exercise price of the shares being  purchased.  Payment may be
made either:  (i) in cash; or (ii) at the discretion of the Board, by delivering
shares of common stock  already  owned by the  optionee  that have a fair market
value equal to the applicable  exercise price; or (iii) with the approval of the
Board, with monies borrowed from us.

         Subject to the  foregoing,  the Board has broad  discretion to describe
the terms and conditions applicable to options granted under the Plan. The Board
may at any  time  discontinue  granting  options  under  the  Plan or  otherwise
suspend,  amend or terminate  the Plan and may, with the consent of an optionee,
make such  modification of the terms and conditions of such optionee's option as
the Board shall deem advisable.

NOTE 11 - OIL AND GAS ACTIVITIES

         As of December 31,  2004,  the Company had net revenues of $15,013 from
its proven reserves in the Comanche Point property.

         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. The Company allowed this lease to expire unused.

         On March 16, 2004,  the Company  entered into a purchase  agreement for
participation  and acquisition of a 80 percent working  interest in the Comanche
Point Producing  Company,  Tejon Lease. As compensation for its right, title and
interest in the property,  the Company paid $305,000 for acquisition  rights and
additional $200,000 to be used as working capital. As this is a proven property,
the $505,000 has been capitalized.

         As of December 31, 2004,  $768,645 has been  capitalized  in connection
with the exploration of unproven properties.

                                     F - 19

<PAGE>


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

NOTE 12 - SUBSEQUENT OIL AND GAS ACTIVITIES

         Subsequent  to  December  31,  2004,  the  Company  acquired  a working
interest in the #1-A Lepovitz Gas Unit Well in Hidalgo Texas.  The well is being
completed  and the  Initial  Production  Rate is  expected to be between 500 and
750Mcf per day.

         In March of 2005,  the Company  received final approval to complete and
has completed the tie in of the pipe line for the first North  Franklin Gas Well
in California. Gas is flowing and the Initial Production Rate will be determined
by the end of March, 2005.


NOTE 13 - RESTATMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

         We have restated our balance sheet at December 31, 2004, and statements
of operations,  stockholders'  equity and cash flows for the year ended December
31, 2004. The  restatement  impacts the year ended December 31, 2004, but has no
effect on the financial statements issued in prior fiscal years. The restatement
is the result of a change in the estimated market value of 2,075,000  (1,250,000
pre-split) shares issued for services.  The services were originally recorded at
$.08 per share ($100,000).  The value of the services have been restated to $.34
per share  ($425,000).  The  impact of the  restatement  on the net  income is a
reduction of $325,000,  from $508,243 to $ 833,243 net of tax for the year ended
December 31, 2004. Earnings per share remained the same.



                                     F - 20

<PAGE>


                                   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.

                               FIDELIS ENERGY INC.

Dated:   May 24, 2006                       Per:     /s/ William Marshall
                                            ------------------------------------
                                            William Marshall, CEO and Director

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

                                            /s/ William Marshall
                                            ------------------------------------
                                            William Marshall, CEO and Director



Dated:   May 24, 2006                       Per:     /s/ Sterling Klein
                                            ------------------------------------
                                            Sterling Klein, CFO and Director

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

                                            /s/ Sterling Klein
                                            ------------------------------------
                                            Sterling Klein, CFO and Director




/S/ Glen Harder
---------------
Glen Harder
Director





                                       21