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) April 7, 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 1.01. Entry into a Material Definitive Agreement.
On April 7, 2006, we entered into a consulting agreement amendment with William Scott Marshall, our President and one of our directors, whereby we agreed to issue 2,500,000 shares of our common stock as part of his compensation. We also clarified the time that Mr. Marshall will commit to the affairs of the Company. All other terms of the agreement remain the same. The original agreement dated January 1, 2006 was filed as an exhibit to our Current Report on Form 8-K filed on February 13, 2006. The consulting agreement amendment with Mr. Marshall is attached as Exhibit 10.1 to this Form 8-K.
On April 7, 2006, we entered into a consulting agreement amendment with Sterling Klein, our CFO, Treasurer and Secretary and one of our directors, whereby we agreed to issue 1,000,000 shares of our common stock as part of his compensation. We also clarified the time that Mr. Klein will commit to the affairs of the Company. All other terms of the agreement remain the same. The original agreement dated January 1, 2006 was filed as an exhibit to our Current Report on Form 8-K filed on February 13, 2006. The consulting agreement amendment with Mr. Klein is attached as Exhibit 10.2 to this Form 8-K.
On April 7, 2006, we entered into a consulting agreement amendment with Gordon Samson, one of our directors, whereby we agreed to issue 1,500,000 shares of our common stock as part of his compensation. We also clarified the time that Mr. Samson will commit to the affairs of the Company. All other terms of the agreement remain the same. The original agreement dated January 1, 2006 was filed as an exhibit to our Current Report on Form 8-K filed on February 13, 2006. The consulting agreement amendment with Mr. Samson is attached as Exhibit 10.3 to this Form 8-K.
On April 7, 2006, we entered into a consulting agreement amendment with Thomas Herdman, one of our directors, whereby we agreed to issue 1,000,000 shares of our common stock as part of his compensation. We also clarified the time that Mr. Herdman will commit to the affairs of the Company. All other terms of the agreement remain the same. The original agreement dated January 1, 2006 was filed as an exhibit to our Current Report on Form 8-K filed on February 13, 2006. The consulting agreement amendment with Mr. Herdman is attached as Exhibit 10.4 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
10.1 | Consulting agreement amendment dated April 7, 2006 between our company and William Scott Marshall. |
10.2 | Consulting agreement amendment dated April 7, 2006 between our company and Sterling Klein. | |
10.3 | Consulting agreement amendment dated April 7, 2006 between our company and Gordon Samson. | |
10.4 | Consulting agreement amendment dated April 7, 2006 between our company and Thomas Herdman. | |
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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/ Glen D. Harder
By: Glen D. Harder
Director
Date: April 7, 2006
