UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 130, 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

(IRS Employer Identification No.)

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

(Address of principal executive offices and Zip Code)

(310) 300-4062

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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Principal ~~Agreement~~Officers; Election of Directors; Appointment of Principal Officers.

OnEffective June 130, 2006 ~~we entered into an amended retainer agreement with Glen Harder~~, ~~one~~Gordon ofSamson ~~our~~resigned ~~directors,~~as ~~whereby Mr. Harder’s law firm has been retained to provide certain legal services to us for~~ a ~~monthly~~director ~~fee~~ of ~~CDN$15,277.50,~~our ~~plus disbursements~~company. ~~The retainer agreement with Mr. Harder is attached as Exhibit 10.1 to this Form 8-K.~~

Item 7.01

Regulation FD Disclosure.

On July 5, 2006 our company issued a news release announcing updates on the North Franklin natural gas project and the Kansas program.

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Item 9.01 Financial Statements and Exhibits

1099.1 ~~Amended~~News ~~Retainer~~Release ~~Agreement~~ dated ~~June~~July 15, 2006 ~~between our company and Glen Harder~~.

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SIGNATURES

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.

FIDELIS ENERGY INC.

/s/ Sterling Klein

By: Sterling Klein

Director &and ~~CFO~~Chief Financial Officer

Date: ~~June~~July 237, 2006

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