SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report:  May 31, 2005

Fidelis Energy, Inc.
(Formerly known as Eagle Star Energy Group, Inc.)
A Nevada corporation

Commission File No. 0000-33499

16-1599721 (I.R.S. Employer Identification Number)

2980 N. Swan Rd., Suite 207, Tucson, AZ 85712
(Address of principal executive offices)

Registrant's telephone number, including area code:
(520)319-6100

























ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

(b) Daniel  Hodges and Robert D. Hadley have  resigned  from there  positions as
Directors of the Company  effective May 31, 2005.  Additionally,  Mr. Hodges has
resigned from his position as President of the Company.

(c)  Effective  May 31, 2005,  Mr.  William  Marshall has been  appointed to the
position of  President  of the Company and has joined the Board of  Directors as
its new Chairman.

Mr.  Marshall is a financial  consultant  with over 15 years of venture  capital
experience in private and public companies. With an extensive history in natural
resource  markets,  Mr. Marshall brings a wealth of experience to Fidelis in the
form of financings,  corporate filings,  management,  and company structure from
his duties with several public  companies.  He has served on five public company
boards as a director,  with duties ranging from Chairman and President, to Chief
Executive Officer and Corporate Secretary.










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.


Signature and Title                    Date

                                       May 31, 2005
/s/ William Marshall
- --------------------------------------
William Marshall
President & Chairman of the Board