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

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Date~~Pursuant ofto ~~Report~~Section 13 OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported)~~Exchange ~~November~~Act ~~28,~~of ~~2005~~1934

Date of Report (Date of earliest event reported) June 1, 2006

FIDELIS ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

0000-33499

(Commission File Number)

16-1599721

~~5151~~(IRS ~~East~~Employer ~~Broadway,~~Identification ~~Suite 1600, Tucson, AZ 85711~~No.)

9595 Wilshire Blvd., Suite 900, Beverly Hills, CA, 90212

(Address of principal executive offices and Zip Code)

(~~520~~310) ~~319~~300-~~6100~~4062

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 31.0201. ~~Unregistered~~ ~~Sales~~Entry ofinto ~~Equity~~a ~~Securities~~Material Definitive Agreement.

On ~~November~~June 151, ~~2005,~~2006 we ~~issued~~entered tointo an ~~institutional~~amended ~~investor~~retainer agreement with Glen Harder, one of our directors, whereby Mr. Harder’s law firm has been retained to provide certain legal services to us for a monthly fee of CDN$115,~~250~~277.50,~~000~~ ~~secured~~plus ~~convertible~~disbursements. ~~debenture,~~The ~~convertible~~retainer ~~into~~agreement ~~shares~~with ofMr. ~~our~~Harder ~~common~~is ~~stock,~~attached ~~par~~as ~~value~~Exhibit $010.~~001~~1 ~~and~~to athis Form 8-K.

InItem ~~addition, pursuant to the private placement, we issued warrants to purchase an aggregate of 3,646,380 shares of common stock to two broker dealers on November 28, 2005 at an exercise price of $0~~9.~~2708~~01 ~~per~~Financial ~~share~~Statements ~~exercisable~~and ~~until November 28, 2010. The form of Common Stock Purchase Warrant was filed as an exhibit to our Form 8-K filed on November 28, 2005.~~Exhibits

We10.1 ~~issued~~Amended ~~the~~Retainer ~~securities~~Agreement todated ~~two~~June ~~accredited~~1, ~~investors~~2006 ~~pursuant~~between toour ~~exemptions~~company ~~from registration as set out in Rule 506 of Regulation D~~ and~~/or~~ ~~Section~~Glen ~~4(2) of the Securities Act of 1933, as amended~~Harder. ~~No advertising or general solicitation was employed in offering the securities.~~

~~SIGNATURES~~- 2 -

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~FIDELIS~~Pursuant ~~ENERGY~~to ~~INC~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~/s/~~FIDELIS ~~William~~ENERGY ~~Scott Marshall~~ INC.

/s/ Sterling Klein

By: Sterling Klein

Director & CFO

Date: June 23, 2006

Filing Compare · FIDELIS ENERGY INC