SB-2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SECURE AUTOMATED FILING ENTERPRISES INC. (Name of small business issuer in its charter)
Nevada (State or jurisdiction of incorporation or organization)	7380 (Primary Standard Industrial Classification Code Number)	76-0730088 (I.R.S. Employer Identification No.)
347 Evergreen Way Point Roberts, WA 98281 Phone: 1-866-414-4144 (Address and telephone number of principal executive offices)
The Corporation Trust Company of Nevada 6100 Neil Road, Suite 500 Reno, Nevada 89511 (Name, address and telephone number of agent for service)
Copies to: Conrad C. Lysiak, Esq. 601 West First Avenue, Suite 503 Spokane, Washington 99201 (509) 624-1475

Approximate date of proposed sale to the public: As soon as practical after the effective date of registration statement.

If this Form is filed to register additional securities for an offering pursuant to

under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________________________________

If this Form is a post-effective amendment filed pursuant to

under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _________________________________________________

If this Form is a post-effective amendment filed pursuant to

under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _________________________________________________

If delivery of the prospectus is expected to be made pursuant to

check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Tile of each class of securities to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Common stock for sale by us.		$100,000	$12.70

(1) Fee calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended (Securities Act). Estimated for the sole purpose of calculating the registration fee.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Prospectus Secure Automated Filing Enterprises Inc. SALE OF COMMON STOCK

This prospectus relates to the sale of up to 2,000,000 shares of common stock of Secure Automated Filing Enterprises Inc., hereinafter referred to as "Secure Automated" at a price of $0.05 per share. All investors' funds will be held in trust with Chamberlain Hutchison Attorneys at Law, the issuer's corporate counsel, in a segregated investor's account pursuant to the regulations of the Law Society of Alberta until the offering is closed. The common stock will be sold by our President to investors, inside and or outside the United States. For purposes of this offering, the officer involved in offering and selling the shares on behalf of Secure Automated may be deemed to be an underwriter of this offering. He is not a registered broker-dealer but will be offering the Secure Automated shares pursuant to an exemption from such broker-dealer registration pursuant to Rule 3a4-1 of the Securities Exchange Act of 1934 "the Exchange Act". He will receive no selling commissions or other remuneration in conjunction wi th this offering of the shares on behalf of Secure Automated. If the entire 2,000,000 shares of common stock are sold, we will receive gross proceeds of $100,000 before expenses of approximately $10,000. We will offer shares pursuant to this prospectus for 180 days from the date it becomes effective or until the offering is completed. No assurance can be given that we will be able to sell any shares.

Our common stock is not currently traded on any exchange or quotation system.

Investing in the common stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. Neither the Securities and Exchange Commission nor any State Securities Commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.

YOU SHOULD CAREFULLY REVIEW THE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

	Price to the Public	Expenses	Proceeds to us
Per Share - minimum	$0.05	$0.01	$0.04
Per Share - maximum	$0.05	$0.005	$0.045
Minimum	$50,000	$10,000	$40,000
Maximum	$100,000	$10,000	$90,000

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is __________, 2004.

PROSPECTUS SUMMARY	3
Business Summary	3
Offering Summary	3
RISK FACTORS	4
USE OF PROCEEDS	7
DETERMINATION OF OFFERING PRICE	8
DILUTION	8
PLAN OF DISTRIBUTION	9
DESCRIPTION OF BUSINESS	13
Industry	15
Competition	15< /TD>
Our Position	16
Raw Materials and Suppliers	17
Customers	17
Regulation	17
Development Activities	18
Impact of Environmental Laws	18
Employees	18
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	18
MANAGEMENT.	22
EXECUTIVE COMPENSATION	23
LITIGATION	35
EXPERTS	35
LEGAL MATTERS	35
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS	1
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.	1
ITEM 26 RECENT SALES OF UNREGISTERED SECURITIES	3
EXHIBITS	3

PROSPECTUS SUMMARY

This summary is intended to highlight information contained elsewhere in this prospectus. You should carefully read the entire prospectus, including the section entitled "Risk Factors." All dollar amounts refer to United States dollars unless otherwise noted.

Business Summary

Secure Automated Filing Enterprises, Inc. ("Secure Automated") is a Nevada company incorporated on March 25, 2003. Our registered office and agent for service is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our principal corporate office is located at 347 Evergreen Way, Point Roberts, WA 98281. Our telephone number is 1-866-414-4144 and our website is www.secureautomated.com. We have no subsidiaries.

We are a startup company providing electronic filing services to companies that are required to file disclosure information with the Securities and Exchange Commission ("SEC") through the Electronic Data Gathering Analysis and Retrieval system ("EDGAR"). In order to file through EDGAR, participants must first format their disclosure documentation into either ACSII also known as the American Standard Code for Information Interchange which is a code for information exchange between computers made by different companies, or HTML also known as HyperText Markup Language which is a set of tags and rules used in developing hypertext documents in electronic format. Secure Automated provides electronic formatting services in both formats to companies that file through EDGAR. We currently provide formatting and filling services to three companies, two domiciled in Canada and one domiciled in Nevada.

Offering Summary

Secure Automated is offering up to 2,000,000 shares of its common stock as summarized below:

Common stock offered by us	2,000,000 shares
Common stock outstanding before the offering	1,000,000 shares
Common stock outstanding after the offering	3,000,000 (1)
Offering price	$0.05 per share
Use of proceeds	Approximately $90,000 after expenses to further develop and refine our website, to market our services, to improve our software to expand its capabilities, and for general working capital purposes.

(1) Assumes the sale of 2,000,000 shares.

Summary of Financial Data

	Year Ended December 31, 2003
Revenues	$ 3,900
Operating Expenses	$ 40,299
Earnings (Loss)	$ (36,399)
Earnings (Loss) Per Share	$ (0.023)

	As at December 31, 2003
Total Assets	$ 4,151
Working Capital (Deficit)	$ (198)
Stockholders' (Deficiency)	$ (198)

RISK FACTORS

An investment in our securities involves a high degree of risk. Before deciding whether to invest, you should read and consider carefully the following risk factors.

We have a limited history of operations. We have only just begun the activities described herein. There is no certainty that we will be successful in developing or carrying out our business activities described herein. To date, we have reported sales of $3,900 for the year ended December 31, 2003. Even if revenues meet levels we anticipate, we could sustain losses, and our business and the price of our common stock may be harmed. See notes accompanying financial statements for information on our history of losses and anticipation of continued losses. Unless we are able to successfully execute our business plan, our business and operating results could suffer resulting in the complete failure of our business.

To date we have generated only limited revenues from operations. We are dependent on these revenues which could jeopardize our viability as a going concern. As of December 31, 2003, we have $(198) in working capital. Our limited revenues are expected to continue through at least the current fiscal year. As a result, our ability to expand our operations will be severely limited and dependent on the funds contemplated in this offering. Assuming the sale of all 2,000,000 shares of common stock, the proceeds will be utilized over the next twelve months as specified in "Use of Proceeds" section on page 7. If we are unable to continue generating sufficient revenues to cover operating expenses or raise additional funds, we will unlikely be able to establish or maintain our business operations.

We may have additional capital requirements to continue our operations but they might not be available to us on favorable terms or at all, and if unavailable, could impair our ability to run our business. We have limited resources and are totally dependent upon this Offering to allow us to expand our operations. The proceeds of the offering, however, may be inadequate to finance our planned expansion. We have forecast expenditures of $90,000 over the next 12 months. Although this offering contemplates raising $90,000, there is no assurance that this amount can be raised. If we are unable to obtain financing in the amounts and on terms acceptable to us, our business and future success will be adversely affected. We currently have no other plans or arrangements to raise capital for our business except for this offering.

We rely on technical consultants and if we are unable to retain these or other similarly qualified individuals, our operations will be harmed. We are dependent upon technical service providers. Loss of their services would adversely affect our business and our ability to maintain our operations or develop new products and services. We have not entered into any employment or non-competition agreements with these individuals and do not plan to in the future. Our success will depend on our ability to attract and retain qualified technical personnel. If we cannot attract and retain the necessary individuals our operating results will be affected negatively.

We have developed software based on current SEC filing requirements. There is no guarantee that we will be able to upgrade our software to accommodate future changes to SEC regulations. As the SEC changes or updates the requirements for electronic filing we will have to make changes and upgrades to our existing software. There can be no guarantee that we will be able to upgrade our software and if we are able, to implement these changes in a timely manner or at all. Any delay or difficulties associated with upgrading our software may adversely affect our business, results of operations, and the loss of customers.

Our software may infringe on other patented, trademarked or copyrighted software. Litigation arising out of infringement or other commercial disputes could cause us to incur expenses and impair our competitive advantage. We cannot be certain that our services do not, or will not, infringe upon patents, trademarks, copyrights or other intellectual property rights held by third parties. In addition, since we rely on third parties to help us develop and support our product and service offerings, we cannot ensure that litigation will not arise from disputes involving these third parties. We may incur substantial expenses in defending against prospective claims, regardless of their merit. Successful claims against us may result in substantial monetary liability, significantly impact our results of operations in one or more quarters or materially disrupt the conduct of our business.

Our success depends on our ability to develop, maintain and increase our customer base. Currently we rely on a narrow customer base, representing all of our revenue. The loss of any of these customers will negatively impact our operations. Our business success is completely dependent on our ability to establish and maintain our existing customer base. Revenues derived there from represent vital funds for our continued operations. The loss or damage of any of our business relationships and or revenues derived there from will adversely affect our business and may be fatal to our continued operation.

We face intense competition in the market that could limit our ability to expand the user base. Major companies that are larger, better funded, and have longer operating histories dominate our industry. There are numerous other competitors that are smaller than these companies but still significantly larger than us. We may not be able to compete successfully against our future competitors and competition could have a material adverse effect on our business, results of operations and financial condition. Our potential competitors may develop superior products and services that achieve greater market acceptance than ours. Accordingly, we cannot be certain that we will be able to develop and expand our user base.

Our shares are not currently traded on any stock market and there is no assurance that shares purchased pursuant to this prospectus can be resold at or above the offering price. At the present time there is no public market for our Common shares and we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market.

The arbitrary nature of the offering price might not reflect an offering price based on objective criteria. The offering price of $0.05 per share was arbitrarily determined and bears no relationship to our earnings, book value, or any other recognized criteria of value. Consequently, no established market value for our shares exists.

Our President will be offering for sale the shares contemplated in this prospectus. He has limited experience in selling or offering shares for sale, which may negatively effect our ability to complete the offering. We are offering up to 2,000,000 shares of common stock for sale at $0.05 per share. Our President who is not a registered broker-dealer will sell the common stock. His lack of experience may result in the inability to sell shares and raise funds. The failure to complete this offering will result in the failure of our business.

Our President owns a controlling interest in the company, allowing him to influence the company's future direction. He currently beneficially owns 100% of the outstanding shares of the company's common stock and would own 33% if we sell all 2,000,000 shares offered in this prospectus. Consequently, he is in a position to influence all matters subject to stockholder vote. See "Security Ownership of Certain Beneficial Owners and Management."

You will suffer immediate and substantial dilution. Purchasers of our common stock offered herein will suffer immediate and substantial dilution. See Dilution on page 9 below.

There are legal restrictions on the resale of the common shares offered herein, including Penny Stock Regulations under the U.S. Federal Securities Laws. These restrictions may adversely affect the ability of investors to resell their shares. Our Articles do not restrict the sale or transfer of the securities offered hereby however such sale or transfer must be made in full compliance with applicable state and federal securities laws. Our securities are subject to the penny stock rules, which apply generally to equity securities with a price of less than $5.00 per share, other than securities registered on certain national exchanges or quoted on the NASDAQ system. The penny stock rules reduce the level of trading activity and the secondary market for a security that becomes subject to the penny stock rules. Therefore, investors in this Offering may find it more difficult to sell their shares.

Our auditors have indicated that our inability to generate sufficient revenue raises substantial doubt as to our ability to continue as a going concern. Our audited consolidated financial statements for the year ended December 31, 2003 were prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes that we will continue in operation for the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. However, our auditors have indicated that our inability to generate sufficient revenue raises substantial doubt as to our ability to continue as a going concern.

USE OF PROCEEDS

The proceeds from the sale of the shares of common stock offered by us are estimated to be up to $100,000 based on a public offering price of $0.05 per share. We intend to utilize the estimated proceeds during the twelve-month period following this offering for the following purposes:

	50% of Maximum Offering Amount	Maximum Offering Amount
Total Proceeds	$ 50,000	$ 100,000
Expenses of Offering	$ 10,000	$ 10,000
Net Proceeds from Offering	$ 40,000	$ 90,000

Use of Net Proceeds	50% of Maximum Offering Amount	Maximum Offering Amount
Website Development	$ 5,000	$ 10,000
Software and Marketing	$ 25,000	$ 60,000
Working Capital	$ 10,000	$ 20,000

Total offering expenses are $10,000. Of the $10,000, the amounts to be paid from the proceeds for expenses of the offering are: $5,000 for legal fees; $1,000 for printing our prospectus; $2,500 for accounting/administrative fees; $1,400 for our transfer agent; and $100 for filing fee.

If we cannot succeed in implementing our strategy, then our prospects for growth are substantially undermined and without additional capitalization our capacity to survive as a going concern is unlikely.

DETERMINATION OF OFFERING PRICE

We arbitrarily determined the initial public offering price of the shares at $0.05 per share. We considered several factors in such determination, including the following:

- - Our ability to raise funds under this offering;

- - Our limited history of operations;

- - Prospects for the industry in which we compete;

- - Our existing capital structure;

- - Our ability to raise funds in the future

The public offering price of the shares does not bear any relationship to established valuation criteria and is not indicative of prices that may prevail in the future. You cannot be sure that a public market for any of our securities will develop and continue or that the securities will ever trade at a price higher than the offering price in this offering.

DILUTION

Our book value, as of December 31, 2003, was $(0.0002) per share. Without taking into account any changes in our book value up to March 19th, 2004 and giving effect to the sale of 2,000,000 shares of common stock offered hereby and after deducting estimated offering expenses payable by us, the pro forma book value at March 19th, 2004, would have been approximately $89,802 or $0.0299 per share. This amount represents an immediate dilution to new investors of $0.0201 per share.

The following table illustrates this dilution per share:

Public offering price per share	$0.05
Book value per share December 31, 2003	$(0.002)
Book value per share after offering	$0.0299
Increase per share to existing stockholders	$0.0301
Dilution per share to new investors	$0.0201

The following table sets forth, as of December 31, 2003, the number of shares of common stock outstanding and the percentage of shares of common stock purchased by the existing stockholders and by the investors purchasing shares of common stock in this offering:

	Shares Purchased
	Number	Percent
Current investor	1,000,000	33.0 %
New investors	2,000,000	67.0 %
Total	3,000,000	100.0 %

Selling Security Holders

N/A

PLAN OF DISTRIBUTION

We are offering up to 2,000,000 shares of our common stock at $0.05 per share. The common stock will be sold by our President to investors located both inside and outside the United States. Our shares will be sold on a "best efforts" basis with a minimum amount of 1,000,000 shares of common stock that we must sell in order to accept funds. No commissions are being paid in connection with the offering. All expenses of the registration statement are estimated to be $10,000 including but not limited to, legal, accounting, printing and mailing fees are and will be paid by us.

The President is not a registered broker-dealer but will be offering our shares pursuant to an exemption from such broker-dealer registration pursuant to Rule 3a4-1 of the Securities Exchange Act of 1934 the "Exchange Act". Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that:

1. The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3. The person is not at the time of their participation, an associated person of a broker/dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) does not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our President is not statutorily disqualified, is not being compensated. He is and will continue to be our officer and one of our directors at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. He has not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation. He will receive no selling commissions or other remuneration in conjunction with his offering of the shares on behalf of us.

Funds from this offering will be placed in the trust account of Chamberlain Hutchison Attorneys at Law, Suite 1310 10025 - 102A Avenue Edmonton, Alberta, T5J 2Z2. Their telephone number is (780) 423-3661. They will hold the funds in trust until we receive a minimum of $50,000 in subscription monies, at which time they will deliver those funds to us. Any funds received thereafter will immediately be paid to us. If we do not receive the minimum amount of $50,000 within 180 days of the effective date of our registration statement, all funds will be returned to you without a deduction. During the 180 day period, no funds will be returned to you. You will only receive a refund of your subscription if we do not raise a minimum of $50,000 within the 180 day period referred to above. There are no finders involved in our distribution.

We intend to sell our shares in the states of New York, Illinois, Georgia, Wyoming, Colorado, New Jersey, Washington D.C. and/or outside the United States of America.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors, generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses.

The application of the penny stock rules may affect your ability to resell your shares. (See page 14 for rules regarding penny stocks)

Offering Period and Expiration Date

This offering will start on the date of this prospectus and continue for a period of up to 180 days.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

1. execute and deliver a subscription agreement

2. deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to 'Chamberlain Hutchison In Trust for Secure Automated Filing Enterprises'.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

Funds in Trust

Funds will be held in trust with our corporate attorneys, Chamberlain Hutchison Attorneys at Law, until we have received $50,000. Upon receipt of a minimum of $50,000, Chamberlain Hutchison will transfer all funds held to our corporate bank account with Bank of Montreal. If they do not receive the $50,000 within 180 days of the effective date of this offering, all subscriptions received by them will be promptly returned to each investor without interest or deduction therefrom.

Legal Proceedings.

We are not currently involved in any legal proceedings nor do we have knowledge of any threatened litigation.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 50,000,000 shares of common stock, $0.00001 par value. As of December 31, 2003, there were 1,000,000 common shares outstanding.

Rights and Liabilities of Common Stockholders

Dividend Rights

The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine.

Voting Rights

Each holder of the Company's common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is non-cumulative, which means that the holder of fifty percent (50%) of the shares voting for the election of the directors can elect all the directors. The board of directors may issue shares for consideration of previously authorized but unissued common stock without future stockholder action.

Preemptive Rights

Holders of common stock are not entitled to preemptive rights.

Sinking Fund Provisions

No sinking fund provisions exist.

Further Liability For Calls

No shares of common stock are subject to further call or assessment by the issuer. We have not issued stock options as of the date of this Registration Statement.

Market for Common Equity and Related Stockholder Matters.

Our common stock is not quoted on any exchange and there is no public trading market.

As of December 31, 2003 we had 1,000,000 issued and outstanding shares of common stock and 1 stockholder of record. We do not have any outstanding options, warrants or other arrangements providing for the issuance of additional shares of our capital stock. Of the 1,000,000 shares of common stock outstanding as of December 31, 2003, approximately 0 of these shares were eligible for resale pursuant to Rule 144 of the 1933 Act. Except for the shares being registered in this prospectus, we do not have any current intention or obligation to register any additional shares of common stock for sale.

There is no public market for our common stock. Trades of our common stock, should a market ever develop, will be subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The SEC also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks".

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be give n to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of these rules, investors in this offering, even if a market for our shares ever develops, may find it difficult to sell their shares.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Certain Relationships and Related Transactions

Except as otherwise indicated below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

DESCRIPTION OF BUSINESS

Business Summary

Secure Automated Filing Enterprises, Inc. is a Nevada company incorporated on March 25, 2003. We are a startup company providing electronic filing services to companies that are required to electronically file disclosure information with the Securities and Exchange Commission "SEC". This disclosure information includes but is not limited to registration statements under the Securities Act of 1933 and registration statements and other disclosure documents under the Exchange Act of 1934. Participants must file electronically under the Electronic Data Gathering Analysis and Retrieval system "EDGAR". EDGAR enables registered companies to file their disclosure documents with the SEC in electronic format. In order to file through EDGAR, participants must first format their disclosure documentation into either ACSII or HTML format. We provide client companies formatting and filing services through software that is proprietary but not unique in comparison to competitors' products. Filings submitted on EDGAR are ava ilable to the public on the SEC web site as well as other information providers.

SEC rule changes implemented in November 2002 require all non-U.S. companies and foreign governments participating in the U.S. capital markets to file their U.S. disclosure documents electronically via EDGAR. We focused our initial efforts on securing service and filing contracts with foreign companies domiciled in Canada. Our software enables us to format and file disclosure documentation originally created using Microsoft Word or similar text editing software. For foreign companies this includes Form 6K and Form 20F and for domestic companies it includes 8-K, Form 10-K and Form 10Q. Upon completion of this offering we shall expand our capabilities to include forms that must be filed in XML, also described as eXtensible Markup Language, a particular text format for the interchange of structured data. This includes Form 3, Form 4, and Form 5.

Business of Issuer

We are a full-service EDGARizing firm that files EDGAR reports on behalf of EDGAR participants, with an initial emphasis on foreign companies domiciled in Canada. Specific services provided include:

Filing for EDGAR access codes by form ID;

Conversion of documents to EDGAR acceptable formats (ASCII or HTML)

Electronic filing of the document through the EDGAR filing web site.

We have executed a trademark licensing agreement with the SEC to use the EDGAR name (see exhibit 99.1).

We will build upon our existing client base and secure new clients as an EDGAR filer over the next six (6) to twelve (12) months. As part of our distribution and marketing campaign, we will utilize our relationships with lawyers, accountants and other public company service providers to implement a referral program. The basis of the program is to provide potential referrers an opportunity to gain a financial benefit by introducing prospective clients to us, specially discounts on the provision of existing services.

Additionally, we will establish a corporate marketing referral program. Like the professional services referral program, we intend to market our services to EDGAR participants utilizing a discounted fee model based on the number of referrals they generate. We have not implemented this program and have not yet determined the discounts to be offered from referral business. There can be no certainty the extent to which this program will be effective.

To supplement our referral program we will also implement a marketing campaign targeting EDGAR participants both on the internet and through various print publications, such as StockWatch, a financial market publication.

We have made no public announcements regarding new products. Our proprietary software is currently fully functioning and the funds from this offering will be utilized to expand its capabilities. Though this will reduce the time required to format specific forms it is not vital for the continued success of our company, but it.

Industry

The SEC began the development of EDGAR with a pilot program in 1984. Through a phase-in schedule, the SEC assigned one of ten dates by which all public companies had to start filing disclosure documents through the EDGAR system, beginning April 1993. Today, all public domestic companies make their filings on EDGAR, except for filings made in paper because of a hardship exemption. In may 1999, the EDGAR system began accepting filings in html format, which allowed filers to maintain the look and feel of the original document, instead of the typewriter style ASCII format. At the same time, the EDGAR system also allowed the use of "unofficial" PDF (portable document format) exhibits to filings.

Until recently foreign companies were exempt from electronic filing requirements due to the higher costs anticipated for foreign companies than those faced by domestic filers. In November of 2002 the exemption was lifted thereby requiring foreign companies and foreign governments to file electronically through EDGAR.

Competition

The market for filing services and products is relatively new, changing and competitive and more companies are entering the market for, and expending increasing resources to develop filing services. All of our current competitors have longer operating histories, greater name recognition, more technical personnel, and significantly greater financial resources. Additionally, new competitors with potentially unique or more desirable products or services may enter the market. Price concessions as well as distribution strategies or technology solutions may diminish our revenues, impact our margins or hinder our growth, any of which will harm our business.

Numerous companies compete in the filing services industry, including financial printing companies and other information technology companies that provide formatting and filing services, either directly or through affiliates. The large printing companies, including Thompson Financial and Bowne & Co, dominate the industry. They maintain offices around the world and provide complete services in most time zones.

Additionally, other smaller companies, including accountants and law firms, also vie for market share. Although we shall compete with all of these companies our principal competition will arise from those smaller companies and other service providers. The market and financial strengths of these competitors, while less than the principal participants, are in many cases substantially more significant than ours. This additional competition may adversely affect our sales or capacity to retain or increase clientele.

Moreover, many companies file disclosure documentation in-house without resorting to the use of an EDGAR filing agent. To the extent that companies opt not to secure the services of a filing agent, we may be adversely affected.

Our Position

We have developed software that enables us to more quickly prepare and file disclosure documentation than we could otherwise accomplish without it. However, our filing software is not unique and other large and small service providers alike provide both similar services and utilize proprietary software. Our expansion and ability to compete will be primarily based on our marketing and referral programs.

As of December 31, 2003 we had formatted and filed 23 disclosure statements through EDGAR resulting in revenues of $3,900. Those revenues are based on our current fee and retainer structure, which is based on the number of pages that are formatted. Fees range from $5.00 to $14.40 per page depending on the format requested by our clients. Based on statistics from the SEC the average 20F filing generates twelve hundred (1,200) dollars in initial revenue, and each amendment thereafter will also garner eight hundred (800) to twelve hundred (1,200) dollars. From that point forward, as long as the client continues to utilize our EDGARization services, each client should be worth a minimum of approximately $2,000 in annual revenues due to the filing of each client's quarterly and annual SEC regulatory filings.

It must be noted however that many companies may wish to electronically file documents in-house or in fact may turn to other sources, which may detrimentally impact our anticipated revenue sources. As such, the Company's industry segment is characterized by what is commonly referred to as "recurring revenue." We currently have three (3) recurring revenue clients and expect to garner additional clients through our relationships within the lawyer and accountant communities.

Raw Materials and Suppliers

We are a service business, and thus do not use raw materials or have any significant suppliers.

Customers

We currently have three (3) clients. All of our revenues are dependent on these customers. The loss of any one of these customers will prove detrimental to our ongoing viability.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or Labor Contracts

We have entered into a non-exclusive, non-assignable, royalty free trademark agreement (see exhibit 99.1) with the Securities and Exchange Commission to use the EDGAR name. This agreement allows for cost free use of the EDGAR trademark pursuant to the terms and conditions set forth in the agreement. Specifically, when using the EDGAR name in promotional or marketing materials, we must first present the materials to the Associate General Counsel for Litigation and Administrative Practice of the SEC for approval, but may use the material if the Associate General Counsel or his or her designee has not objected in writing within twenty days. The agreement has a five-year term, which may be renewed upon mutual consent of the parties.

Although the Company believes that its operations do not infringe on any copyright or any other proprietary rights of third parties, there can be no assurance that those parties will not assert that our business procedures infringe their proprietary rights. We have no assurance that third parties will not obtain, or do not have, patents covering features of our operations, in which event we or our customers might be required to obtain licenses to use such features. If a patent holder refuses to grant a license on reasonable terms or at all, we may be required to alter certain products or stop marketing them.

Regulation

We required the securing of a trademark license issued by the SEC for use of the name or phrase EDGAR in our materials.

Development Activities

Our business currently does not rely on continued research and development of our software. However, in order to compete effectively and expand our business certain software development will be required to meet evolving SEC standards. We have incurred $2,269 on research and development.

Impact of Environmental Laws

We are not aware of any federal, state, or local environmental laws that would effect its operations.

Employees

We presently have no full-time employees. We have oral agreements with several consultants to perform formatting and filings services when needed. To date our President has performed all work related to formatting and filing documents on EDGAR. Our President nor consultants are currently represented by a collective bargaining agreement.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated significant revenues and limited revenues are anticipated until we develop and commence a marketing strategy. Accordingly, we must raise cash from sources other than operations. Our only other source for sufficient cash at this time is investments by others in our company. We must raise cash to implement our marketing strategy. If we raise the maximum amount of money in this offering, we believe it will last twelve months.

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to begin a marketing strategy but we cannot guarantee that once we begin marketing our services we will secure sufficient clients to stay in business. If we are unable to secure enough clients, we may quickly use up the proceeds from the minimum amount of money from this offering and will need to find alternative sources, like a second offering or loans in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

If we need additional cash and cannot raise it we will either have to suspend our marketing until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from this offering, it will last a year but with limited funds available to develop our growth strategy. If we raise the maximum amount, we believe we'll be able to fund our growth strategy.

If we raise less than the maximum amount and we need more money we will have to revert to obtaining additional money as described in this paragraph. Other than as described in this paragraph, we have no other financing plans.

Plan of Operation

Assuming we raise the minimum amount in this offering, we believe we can satisfy our cash requirements during the next 12 months. We do not expect to purchase or sell significant equipment nor do we expect significant changes in the number of employees.

Upon completion of our public offering, our specific goal is to develop and execute a comprehensive marketing plan to attract new clients. We intend to accomplish the foregoing through the following milestones:

1. Complete our public offering. We believe this could take up to 180 days from the date the Securities and Exchange Commission declares our offering effective. We will continue our current operations with a limited number of clients until we have closed this offering. We intend to concentrate our efforts on completing the offering during this period.

2. After completion, we will immediately begin to our search for a marketing consultant to assist in the development of our marketing strategy. Finding a marketing consultant that meets our objectives will take approximately three weeks. We do not intend to hire employees. Our President will conduct the interview process and other administrative duties. At the same time we will hire a software developer to upgrade our software. The upgrades to the software should take four weeks and cost approximately $5,000.

3. After we have hired a marketing consultant, we intend to develop a strategy for marketing our services to public companies, lawyers, accountants, and other service providers for companies reporting through EDGAR. The marketing strategy will encompass upgrading our web site, selecting media for placement of advertisements, and a referral program. Developing the marketing strategy will take approximately four weeks and cost $10,000.

4. As soon as the marketing strategy is completed the software developers will upgrade the website to integrate our software and the design from the marketing consultants. It will take three weeks to upgrade the web site and link it with our software and cost approximately $5,000.

5. As soon as the web site is completed, which will be approximately 70 days from the completion of the offering, we will begin to market our services and website in the United States and in Canada through traditional sources such as trade magazines, flyers/mailers, and conventions and conferences.

6. We will utilize inbound links that connect directly to our website from external sites. Potential clients can simply click on these links to become connected to our website from search engines and community and affinity sites. We believe that it will cost a minimum of $10,000 for implementation of our marketing campaign. If we raise the maximum amount of proceeds from the offering, we will devote an additional $35,000 to our marketing program. We also believe that we should begin to realize results from our marketing campaign within 30-60 days from initiation, or 100 days from the completion of the offering.

7. Once the marketing has commenced and we have begun to attract additional clients, we intend to hire 1 or 2 part-time salesperson(s) to call on potential clients and introduce them to our services. The salesperson(s) will also call on lawyers and other service providers to notify them of our referral program and its advantages. No funds contemplated in this offering will be allocated to the hiring of these people. Their hiring is conditional on achieving sufficient cash flow to pay their wages.

History of Operations

As of December 31, 2003, we generated a $36,399 net loss from operations. We have generated revenue since shortly after inception. The funds contemplated under this offering will be sufficient for twelve months of operations and we believe we will have sufficient liquidity and cash reserves for this period. While these expectations are formulated based upon presumptions, there can be no assurance that in fact such projections will indeed come to fruition.

We believe that by positioning ourselves as a publicly traded and listed entity in this industry, we may secure a more optimal position in the view of the investing public and may result in greater recognition by EDGAR participants and professional services providers. Notwithstanding such an assessment, we are not presently aware of any specific interest from potential investors, nor is management certain that such additional private capital will be available or that the company will in fact be successful in securing additional capital.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

In 9 month operating period ended December 31, 2003, the Company incurred an operating loss $36,399. The major components to expenses faced by the company in its day-to-day operations include consulting expense of $33,200. These fees are not fixed and fluctuate depending on the number of files submitted. A previous officer has donated a total of $22,400 worth of consulting work. The Company has no current commitments or other long-term debt. The Company has and may in the future invest in short-term investments from time to time but there can be no assurance that these investments will result in profit or loss.

The Company has incurred $2,269 on website and software development from March 25, 2003, date of inception, through December 31, 2003. Over the next twelve months we anticipate incurring additional cost of $5,000 on development to expand the capabilities of our software.

Our future growth and success will be dependent on our ability to develop or acquire products and technology as the regulatory environment evolves. As such, we may require future software development that will require research and development. If we cannot succeed in developing software in response to changing regulatory environment then our prospects for growth are substantially undermined. Without additional capitalization our capacity to survive as a going concern, much less achieve growth, is doubtful.

As of December 31, 2003, we have generated revenue from only one primary source-that being the EDGARization services that it provides to its clients as fully described herein. Accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.

No engineering, management or similar report has been prepared or provided for external use in connection with the offer of its securities to the public.

Description of Property

The Company's corporate headquarters are located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our principal offices are located 347 Evergreen Way Point Roberts, WA 98281 . There are currently no proposed programs for the renovation, improvement or development of the properties currently being utilized by the Company.

MANAGEMENT.

Each of our directors serves until his or her successor is elected and qualified. Our officer is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, ages and positions of the Company's directors and executive officers are as follows:

Name	Age	Position
Rory O'Byrne	41	President, Secretary, Chief Executive Officer and Director
Brock Harris	27	Director

TERM OF OFFICE

Mr. Harris has been a director of the company since its inception on March 25, 2003. Mr. O'Byrne has been director since May 5th, 2003. All directors are elected for a term of one year.

Work Experience of officers and directors

Rory O'Byrne

Mr. O'Byrne graduated from Marin Academy in San Rafael, California and went on to obtain his Bachelor of Arts Degree in Political History at the University of Victoria in British Columbia, Canada. Thereafter, he graduated with Honors in Law, specializing in Intellectual Property and International Trade and Finance at University College in the United Kingdom. From January 1996 to November 1999 he was as a Director for Vista Financial, a consulting firm specializing in corporate finance and legal issues. His duties included financial and legal consulting to companies in the startup and development phases of their operations. From November 1999 he has been Director and Officer of Hampton Financial Partners Inc. Hampton Financial Partners is a financial advisory firm. He is presently the interim President and Chief Executive Officer of Gondwana Energy Ltd.

Brock Harris

In 1997, while studying at University of Southern California (USC), Mr. Harris created and wrote, under studio supervision, high-concept science-fiction interactive script The Ark, optioned by Paramount Studios (Paramount Digital Entertainment) for feature development with Viacom. During 1998, working as an assistant director he conceived, arranged, taught, and conducted singing ensemble recognized as #1 ranked vocal group in California. Assisted in implementation of largest fund-raised budget of any public school arts program in the nation. He also produced national award-winning album Road to Nowhere. From 1999 through 2000 he worked as Executive Assistant for Beyond Talent Management and DME Productions. Since 2002 he has been actively involved the real estate industry and was instrumental in the start-op of Brock Real Estate, a residential real estate brokerage company in Los Angeles, California.

EXECUTIVE COMPENSATION

We do not currently have employment agreements with our executive officer, but expect to sign an employment agreement with him in the next approximately twelve (12) months. To date no officer or director has drawn any salary. We do not currently have a stock option plan.

		Annual Compensation
(a)	(b)	(c)	(d)	(e)
Name and Principle Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)
Rory O'Byrne President, CEO & Director	2003	Nil	Nil	Nil
Brock Harris Director	2003	Nil	Nil	Nil

DIVIDEND POLICY

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. We have not paid any dividends on our common stock and we do not have any current plans to pay any common stock dividends.

Market Information

Our common stock does not currently trade on any formal or national securities exchange. Being a start-up company, there is no fiscal history to disclose. There is no public market for any of the Company's securities at present.

There is currently no Common Stock that is subject to outstanding options or warrants to purchase, or securities convertible into, the Company's common stock.

There are 1,000,000 shares of common stock of the company that are restricted pursuant to Rule 144 of the 1933 Securities Act. These shares cannot be sold or transferred unless done so in accordance with Rule 144.

There is currently no common equity that is being or is proposed to be publicly offered by the registrant, the offering of which could have a material effect on the market price of the issuer's common equity.

Holders

As of December 31, 2003, the Company had 1 stockholder of record.

Reports to Shareholders

We intend to furnish shareholders with annual reports containing audited financial statements and such other periodic reports as we may determine to be appropriate or as may be required by law. Upon the effectiveness of this Registration Statement, we will be required to comply with periodic reporting, proxy solicitation and certain other requirements by the Securities Exchange Act of 1934. You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding us at the SEC website (http://www.sec.gov).

Transfer Agent and Registrar

At this time we do not have a transfer agent or registrar. Upon completion of this offering we will hire such Transfer agent as management determines.

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information as of the date of this Registration Statement certain information with respect to the beneficial ownership of the Common Stock of the Company concerning stock ownership by (i) each director, (ii) each executive officer, (iii) the directors and officers of the Company as a group, (iv) and each person known by the Company to own beneficially more than five percent (5%) of the Common Stock. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.

Name and Address of Beneficial Owner of Shares	Number of Shares Before the Offering	Percentage of Ownership Before the Offering	Number of Shares After Offering Assuming all of the Shares are Sold	Percentage of Ownership After the Offering Assuming all of the Shares are Sold
Rory O'Byrne	1,000,000	100%	1,000,000	33%
All Executive Officers and Directors as a Group	1,000,000	100%	1,000,000	33%

SECURE AUTOMATED FILING ENTERPRISES INC. (A Development Stage Company) FINANCIAL STATEMENTS December 31, 2003 INDEPENDENT AUDITORS' REPORT

To the Directors of
Secure Automated Filing Enterprises Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Secure Automated Filing Enterprises Inc. as at December 31, 2003 and the related statements of operations, stockholder's deficiency and cash flows for the period then ended and for the period cumulative from inception on March 25, 2003 to December 31, 2003. 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 audit.

We conducted our audit in accordance with United States generally accepted auditing standards. 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, these financial statements present fairly, in all material respects, the financial position of Secure Automated Filing Enterprises Inc. as at December 31, 2003 and the results of its operations and its cash flows for the period then ended and for the period cumulative from inception on March 25, 2003 to December 31, 2003 in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's business is in the development stage and only nominal revenues have been generated to date. At December 31, 2003 the Company has nominal cash resources and requires new financing, either through issuing shares or debt, to continue the development of its business. These factors together raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Vancouver, Canada	"Hoogendoorn Vellmer"
March 19, 2004	Chartered Accountants

SECURE AUTOMATED FILING ENTERPRISES INC. (A Development Stage Company) BALANCE SHEET

	December 31,
As at	2003
ASSETS
CURRENT
Cash	$ 3,491
Accounts receivable	660
TOTAL ASSETS	4,151
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	3,600
Advances from a related party (Note 3)	749
TOTAL LIABILITIES	4,349
STOCKHOLDERS' DEFICIENCY
COMMON STOCK (Note 4)
Authorized: 50,000,000 shares, $0.00001 par value Issued and outstanding: 1,000,000 shares	10
ADDITIONAL PAID-IN CAPITAL	991
DONATED CAPITAL (Note 5)	35,200
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE	(36,399)
TOTAL STOCKHOLDERS' DEFICIENCY	(198)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	4,151

NOTE 1 - INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS

See accompanying Notes to the Financial Statements SECURE AUTOMATED FILING ENTERPRISES INC. (A Development Stage Company) STATEMENT OF OPERATIONS

	Period ended December 31, 2003	Cumulative from Inception of Development Stage on March 25, 2003 through December 31, 2003
	$	$
REVENUE	3,900	3,900
GENERAL AND ADMINISTRATIVE EXPENSES
Audit fees	3,600	3,600
Bank charges	64	64
Consulting fees (Note 5)	33,200	33,200
Legal fees	980	980
Office and administration	186	186
Website and software development (Note 5)	2,269	2,269
	(40,299)	(40,299)
NET LOSS FOR THE PERIOD	(36,399)	(36,399)
BASIC LOSS PER SHARE	(0.023)
WEIGHTED AVERAGE NUMBER OF SHARES	1,555,557

See accompanying Notes to the Financial Statements SECURE AUTOMATED FILING ENTERPRISES INC. (A Development Stage Company) STATEMENT OF STOCKHOLDERS' DEFICIENCY

From Inception (March 25, 2003) to December 31, 2003:

	Common Shares	Stock Amount	Additional Paid-in Capital	Donated Capital	Deficit Accumulated During the Development Stage	Total Stockholders' Equity (Deficiency)
		$	$	$	$	$
Balance, March 25, 2003	-	-	-	-	-	-
Issue of common stock for cash at $0.001 per share	2,000,001	20	1,981	-	-	2,001
Repurchase of common stock for cash at $0.001per share	(1,000,001)	(10)	(990)	-	-	(1,000)
Donated Capital (Note 5)	-	-	-	35,200	-	35,200
Net loss for the period	-	-	-	-	(36,399)	(36,399)
Balance, December 31, 2003	1,000,000	10	991	35,200	(36,399)	(198)

See accompanying Notes to the Financial Statements SECURE AUTOMATED FILING ENTERPRISES INC. (A Development Stage Company) STATEMENT OF CASH FLOWS

		Cumulative
		from
		Inception of
		Development
		Stage on
	Period	March 25, 2003
	ended	through
	December 31,	December 31,
	2003	2003
	$	$
OPERATING ACTIVITIES:
Loss from operations	(36,399)	(36,399)
Items not requiring cash outlay:
Consulting fees	33,200	33,200
Website design and software development	2,000	2,000
Cash provided by (used in) changes
in operating assets and liabilities:
- Accounts receivable	(660)	(660)
- Accounts payable and accrued liabilities	3,600	3,600
- Amounts due to a related party	749	749
Net cash provided by operating activities	2,490	2,490
FINANCING ACTIVITIES:
Issuance of common stock, net	1,001	1,001
Net cash provided by financing activities	1,001	1,001
INCREASE IN CASH	3,491	3,491
CASH AT BEGINNING OF PERIOD	-	-
CASH AT END OF PERIOD	3,491	3,491
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest expense	-	-
Taxes	-	-

See accompanying Notes to the Financial Statements SECURE AUTOMATED FILING ENTERPRISES INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2003

NOTE 1 - INCORPORATION, NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated under the laws of the State of Nevada, U.S.A., on March 25, 2003, and is based in Vancouver, Canada. It is a development stage company with respect to its business of providing Edgar filing services, a mandated electronic filing format required for public access document submissions to the US Securities Exchange Commission.

In a development stage company, management devotes most of its activities towards developing a market for its products. Planned principal business activities have not yet commenced. To date, the Company has generated only nominal amounts of revenue and has not yet established a customer base. As at December 31, 2003, the Company has nominal cash resources and it is likely that the Company needs to offer for sale additional common stock to continue the development of its business. There can be no assurance that it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. These factors together raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should the Company cease to continue as a goin g concern.

The Company has elected a December 31st fiscal year end. The accompanying financial statements cover the initial short fiscal year from inception of the Company on March 25, 2003 to December 31, 2003.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Revenue Recognition

The company recognizes revenue at the point in time when substantially all services have been provided to the customer.

Comprehensive Income

The Company reports comprehensive income and loss on its components in the financial statements based on standards established by SFAS No. 130. As at December 31, 2003, the Company has no items that represent comprehensive income and loss and, therefore, has not reported such items in the financial statements.

Website and software development costs

The Company considers website and software development activities to be inherent to its continuing business and charges associated costs to operations in the period in which they are incurred.

SECURE AUTOMATED FILING ENTERPRISES INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basic Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities and advances from a related party. The carrying value of these financial instruments approximates their fair value based on their liquidity or their short-term nature.

Income taxes

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws or rates are considered.

Due to the uncertainty regarding the Company's profitability, the future tax benefits of its losses have been fully reserved for and no net tax benefit has been recorded in the financial statements.

NOTE 3 - ADVANCES FROM A RELATED PARTY

The advances from a related party are due to a former officer and director of the Company, and are non-interest bearing, unsecured and due on demand.

SECURE AUTOMATED FILING ENTERPRISES INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2003

NOTE 4 - COMMON STOCK

There are no shares subject to warrants, agreements or options as at December 31, 2003.

The Company intends to offer for sale in the immediate future between 1,000,000 and 2,000,000 common stock at an offering price of $ 0.05 per share.

NOTE 5 - DONATED CAPITAL

During the 2003 fiscal period, $20,400 and $12,800 of consulting services were donated to the Company by a former officer and director and by the current CEO of the Company, respectively, and accounted for as donated capital. As well, web design services of $2,000 were donated by a former officer and director of the Company and accounted for as donated capital.

The donated consulting services and web design services were recorded at their estimated fair values.

NOTE 6 - INCOME TAXES

No provision for income taxes has been made for the period presented as the Company incurred net losses.

The potential benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The components of the net deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are as follows:

	December 31, 2003	Cummulative from Inception on March 25, 2003 through December 31, 2003
	$	$
Net operating loss carry forwards (expiring in 2023)	1,200	1,200
Statutory tax rate	15%	15%
Effective tax rate	-	-
Deferred tax assets	270	270
Less: Valuation allowance	(270)	(270)
Net deferred tax assets	-	-

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

Our financial statements for the period from inception to December 31, 2003, included in this prospectus have been audited by Hoogendoorn Vellmer Chartered Accountants, 406-455 Granville Street Vancouver, B.C. V6C 1T1, as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite 503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as our legal counsel.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Bylaws of the Company provide for indemnification of its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

The Bylaws of the Company further states that the Company shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable Nevada law. The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article. However, the Company has yet to purchase any such insurance and has no plans to do so.

The Articles of Incorporation of the Company states that a director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

The Articles of Incorporation of the Company further states that every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right that may be enforced in any manner desire d by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public po licy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee	$	100
Printing Expenses		1,000
Accounting/administrative Fees and Expenses		2,500
Legal Fees/ Expenses		5,000
Transfer Agent Fees		1,400
TOTAL	$	10,000

ITEM 26 RECENT SALES OF UNREGISTERED SECURITIES

Since inception, the Registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

Name and Address	Date	Shares	Consideration
Arne Raabe 241-1027 Davie Street Vancouver, BC V6E 4L2 Canada	May 5, 2003	1,000,000	$	1,000
Rory O'Byrne 2305-1050 Burrard Street Vancouver, BC V6Z 2S3 Canada	May 5, 2003	1,000,000	$	1,000

We issued the foregoing restricted shares of common stock to our founding officer and director, Arne Raabe and our present officer and director, Rory O'Byrne pursuant to Section 4(2) of the Securities Act of 1933. They are sophisticated investors, were officers and directors and the time of purchase, and were in possession of all material information relating to the company. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

On October 31, 2003 the company purchased from Arne Raabe 1,000,000 shares for an aggregate amount of $1,000. The shares were returned to treasury and cancelled.

EXHIBITS

3.1	Articles
3.2	By-Laws etc
4.1	Specimen Stock Certificate
5.1	Opinion regarding legality of securities being registered and consent from Conrad Lysiak
23.2	Consent from Hoogendoorn Vellmer Chartered Accountants
99.1	Trademark License Agreement with the SEC
99.2	Subscription Agreement

Undertakings.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. To include any prospectus required by Section l0(a)(3) of the Securities Act of l933;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, including (but not limited to) any addition or deletion of a managing underwriter.

That, for the purpose of determining any liability under the Securities Act of l933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of l933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed b y the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Point Roberts State of Washington on May 14th, 2004

SECURE AUTOMATED FILING ENTERPRISES INC.

By /s/Rory O'Byrne
Rory O'Byrne, President and Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Signature	Title	Date
/s/ Rory O'Byrne     Rory O'Byrne	President, Chief Executive Officer,      Chief Financial Officer, Secretary and Director	May 14, 2004
/s/ Brock Harris Brock Harris	Director	May 14, 2004

EX-3

ARTICLES OF INCORPORATION OF SECURE AUTOMATED FILING ENTERPRISES INC. * * * * * FIRST

The name of the corporation is SECURE AUTOMATED FILING ENTERPRISES INC.

SECOND

Its principal office in the state of Nevada is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. The name and address of its resident agent is The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511.

THIRD

The purpose or purposes for which the corporation is organized:

To engage in and carry on any lawful business activity or trade, and any activities necessary, convenient, or desirable to accomplish such purposes, not forbidden by law or by these articles of incorporation.

FOURTH

The amount of the total authorized capital stock of the corporation is consisting of Fifty Million (50,000,000) shares of common stock of the par value of $0.00001 each.

FIFTH

The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

The names and addresses of the first board of directors are:

NAME	POST-OFFICE ADDRESS
Brock Harris	731 North Bonnie Brae Los Angeles, CA  90026

The number of members of the Board of Directors shall not be less than one nor more than thirteen.

SIXTH

The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

SEVENTH

The name and addresses of each of the incorporators signing the Articles of Incorporation are as follows:

NAME	POST-OFFICE ADDRESS
Arne G. Raabe	1506-1050 Burrard Street Vancouver, British Columbia Canada, V6Z 2S3

EIGHTH

The corporation is to have perpetual existence.

NINTH

In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to make, alter or amend the bylaws of the corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

TENTH

Meeting of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

ELEVENTH

This corporation reserves the right to amend alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH

The corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of March, 2003.

/a/ Arne G. Raabe
Arne G. Raabe

EX-3

BYLAWS OF SECURE AUTOMATED FILING ENTERPRISES INC.

Originally adopted on April 2, 2003.

Amendments are listed on page (ii).

AMENDMENTS

Article/Section
Effect of Amendment Date of
Amendment

TABLE OF CONTENTS

ARTICLE I. OFFICES	1
ARTICLE II. NUMBER OF DIRECTORS	1
ARTICLE III. SHAREHOLDERS	1
Section 3.1 Annual Meeting	1
Section 3.2Special Meetings	1
Section 3.3Place of Meetings	1
Section 3.4Fixing of Record Date	1
Section 3.5Voting Lists	2
Section 3.6Notice of Meetings	2
Section 3.7Waiver of Notice	2
Section 3.8Manner of Acting, Proxies	3
Section 3.9Participation by Conference Telephone	3
Section 3.10 Quorum	3
Section 3.11 Voting of Shares	3
Section 3.12 Voting for Directors	3
Section 3.13 Voting of Shares by Certain Holders	4
Section 3.14 Action by Shareholders Without a Meeting	4
ARTICLE IV. BOARD OF DIRECTORS	4
Section 4.1General Powers	4
Section 4.2Number, Tenure, and Qualification	4
Section 4.3Annual and Other Regular Meetings	5
Section 4.4Special Meetings	5
Section 4.5Quorum	5
Section 4.6Manner of Acting	5
Section 4.7Participation by Conference Telephone	6
Section 4.8Presumption of Assent	6
Section 4.9 Action by Board Without a Meeting	6
Section 4.10 Board Committees	6
Section 4.11 Resignation	6
Section 4.12 Removal	6
Section 4.13 Vacancies	7
Section 4.14 Compensation	7
ARTICLE V. OFFICERS	7
Section 5.1 Number	7
Section 5.2Appointment and Term of Office	7
Section 5.3Resignation	7
Section 5.4Removal	8
Section 5.5Chairman and Vice-Chairmen of the Board	8
Section 5.6President	8
Section 5.7Vice-Presidents	8
Section 5.8Secretary	8
Section 5.9Treasurer	9
Section 5.10 Assistant Officers	9
Section 5.11 Compensation of Officers and Employees	9
ARTICLE VI. CONTRACTS, LOANS, CHECKS, DEPOSITS	9
Section 6.1Contracts	9
Section 6.2Loans	9
Section 6.3Checks. Drafts. Etc.	9
Section 6.4Deposits	10
Section 6.5Contracts With or Loans to Directors and Officers	10
ARTICLE VII. SHARES	10
Section 7.1 Certificates for Shares	10
Section 7.2Issuance of Shares	10
Section 7.3Beneficial Ownership	10
Section 7 .4Transfer of Shares	11
Section 7.5Lost or Destroyed Certificates	11
Section 7.6Restrictions on Transfer	11
Section 7.7Stock Transfer Records	11
ARTICLE VIII. SEAL	11
ARTICLE IXINDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS	11
Section 9.1 Power to Indemnity	12
Section 9.2Indemnification of Directors, Officers, Employees, and Agents	12
Section 9.3Insurance	13
Section 9.4Survival of Benefits	13
Section 9.5Severability	13
Section 9.6Applicable Law	14
ARTICLE X. BOOKS AND RECORDS	14
ARTICLE XI. FISCAL YEAR	14
ARTICLE XII. VOTING OF SHARES OF ANOTHER CORPORATION	14
ARTICLE XIII. AMENDMENTS TO BYLAWS	14

BYLAWS OF SECURE AUTOMATED FILING ENTERPRISES INC..

ARTICLE I. OFFICES

The registered office of the corporation in the state of Nevada will be located at 6100 Neil Road, Suite 500, Reno, Nevada 89511. The corporation may have such other offices within or without the state of Nevada as the board of directors may designate or the business of the corporation may require from time to time.

ARTICLE II. NUMBER OF DIRECTORS

The board of directors of this corporation will consist of not less than two and not more than thirteen directors.

ARTICLE III. SHAREHOLDERS

Section 3.1 Annual Meeting

The annual meeting of the shareholders will be held at such date or time as may be determined by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting will be a legal holiday in the state of Nevada, the meeting will be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting of the shareholders or at any adjournment thereof, the board of directors will cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.

Section 3.2 Special Meetings

Special meetings of the shareholders for any purpose or purposes unless otherwise prescribed by statute may be called by the president, by the board of directors, or by the written request of any director or holders of at least ten percent of the votes entitled to be cast on each issue to be considered at the special meeting.

Section 3.3 Place of Meetings

Meetings of the shareholders will be held at either the principal office of the corporation or at such other place within or without the state of Nevada as the board of directors or the president may designate.

Section 3.4 Fixing of Record Date

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or distribution, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, which date in any case will not be less than ten or more than 60 days before the date on which the particular action requiring such determination of shareholders is to be taken.If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or distribution, the day before the first notice of a meeting is dispatched to shareholders or the date on which the resolution of the board of directors authorizing such dividend or distribution is adopted, as the case may be, will be the record date f or such determination of shareholders.When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination will apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 3.5 Voting Lists

At least ten days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation will prepare an alphabetical list of all its shareholders on the record date who are entitled to vote at the meeting or any adjournment thereof, arranged by voting group, and within each voting group by class or series of shares, with the address of and the number of shares held by each, which record for a period of ten days before the meeting will be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held. Such record will be produced and kept open at the time and place of the meeting and will be subject to the inspection of any shareholder, shareholder's agent or shareholder's attorney at any time during the meeting or any adjournment thereof. Failure to comply with the requirements of this bylaw will not affect the validity of any action taken at the meeting.

Section 3.6 Notice of Meetings

Written or printed notice stating the date, time, and place of a meeting of shareholders and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, will be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting (unless required by law to send notice to all shareholders regardless of whether or not such shareholders are entitled to vote), not less than ten days and not more than 60 days before the meeting, except that notice of a meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale, lease, exchange, or other disposition of all or substantially all of the assets of the corporation other than in the usual course of business, or the dissolution of the corporation will be given not less than 20 days and not more than 60 days before the meeting. Written notice may be transmitted by mai l, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice. Such notice will be effective upon dispatch if sent to the shareholder's address, telephone number, or other number appearing on the records of the corporation.If an annual or special shareholders' meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment unless a new record date is or must be fixed. If a new record date for the adjourned meeting is or must be fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

Section 3.7 Waiver of Notice

A shareholder may waive any notice required to be given under the provisions of these bylaws, the articles of incorporation, or by applicable law, whether before or after the date and time stated therein. A valid waiver is created by any of the following three methods:(a) in writing signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in its corporate records;(b) by attendance at the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or(c) by failure to object at the time of presentation of a matter not within the purpose or purposes described in the meeting notice.

Section 3.8 Manner of Acting, Proxies

A shareholder may vote either in person or by proxy. A shareholder may -vote by proxy by means of a proxy appointment form that is executed in writing by the shareholder, his agent, or by his duly authorized attorney-in-fact. All proxy appointment forms will be filed with the secretary of the corporation before or at the commencement of meetings. No unrevoked proxy appointment form will be valid after eleven months from the date of its execution unless otherwise expressly provided in the appointment form. No proxy appointment may be effectively revoked until notice in writing of such revocation has been given to the secretary of the corporation by the shareholder appointing the proxy.

Section 3.9 Participation by Conference Telephone

At the discretion of the board of directors, shareholders or proxies may participate in a meeting of the shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting, and participation by such means will constitute presence in person at the meeting.

Section 3.10 Quorum

At any meeting of the shareholders, five per cent of all the shares outstanding, represented by shareholders of record, will constitute a quorum of that voting group for action on that matter. Once a share is represented at a meeting, other than to object to holding the meeting or transacting business, it is deemed to be present for purposes of a quorum for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for the adjourned meeting.At such reconvened meeting, any business may be transacted that might have been transacted at the adjourned meeting. If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question is one upon which a different vote is required by express provision of law or of the articles of incorporation or of these bylaws.

Section 3.11 Voting of Shares

Each outstanding share, regardless of class, will be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation.

Section 3.12 Voting for Directors

Unless otherwise provided in the articles of incorporation, shareholders entitled to vote at any election of directors are not entitled to cumulate votes. Unless otherwise provided in the articles of incorporation, in any election of directors the candidates elected are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares.

Section 3.13 Voting of Shares by Certain Holders

3.13.1 Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the board of directors of such corporation may determine. A certified copy of a resolution adopted by such directors will be conclusive as to their determination.

3.13.2 Shares held by a personal representative, administrator, executor, guardian, or conservator may be voted by such administrator, executor, guardian, or conservator, without a transfer of such shares into the name of such personal representative, administrator, executor, guardian, or conservator. Shares standing in the name of a trustee may be voted by such trustee, but no trustee will be entitled to vote shares held in trust without a transfer of such shares into the name of the trustee.

3.13.3 Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

3.13.4 If shares are held jointly by three or more fiduciaries, the will of the majority of the fiduciaries will control the manner of voting or appointment of a -proxy, unless the instrument or order appointing such fiduciaries otherwise directs.

3.13.5 Unless the pledge agreement expressly provides otherwise, a shareholder whose shares are pledged will be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee will be entitled to vote the shares so transferred.

3.13.6 Shares held by another corporation will not be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote at any given time if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation.

3.13.7 On and after the date on which written notice of redemption of redeemable shares has been dispatched to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares will not be entitled to vote on any matter and will be deemed to be not outstanding shares.

Section 3.14 Action by Shareholders Without a Meeting

Any action that may or is required to be taken at a meeting of the shareholders may be taken without a meeting if one or more written consents setting forth the action so taken will be signed, either before or after the action taken, by all the shareholders entitled to vote with respect to the subject matter thereof. Action taken by written consent of the shareholders is effective when all consents are in possession of the corporation, unless the consent specifies a later effective date. Whenever any notice is required to be given to any shareholder of the corporation pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to notice, will be deemed equivalent to the giving of notice.

ARTICLE IV. BOARD OF DIRECTORS

Section 4.1 General Powers

The business and affairs of the corporation will be managed by its board of directors.

Section 4.2 Number, Tenure, and Qualification

The number of directors set forth in Article II of these bylaws may be increased or decreased from time to time by amendment to or in the manner provided in these bylaws. No decrease, however, will have the effect of shortening the term of any incumbent director unless such director resigns or is removed in accordance with the provisions of these bylaws. Except as classification of directors may be specified by the articles of incorporation and unless removed in accordance with these bylaws, each director will hold office until the next annual meeting of the shareholders and until a successor will have been elected and qualified. Directors need not be residents of the state of Nevada or shareholders of the corporation.

Section 4.3 Annual and Other Regular Meetings

An annual meeting of the board of directors will be held without other notice than this bylaw, immediately after and in the same city as the annual meeting of shareholders. The board of directors may specify by resolution the time and place, either within or without the state of Nevada, for holding any other regular meetings of the board of directors.

Section 4.4 Special Meetings

Special meetings of the board of directors may be called by the board of directors, the chairman of the board, the president the secretary, or any director. Notice of special meetings of the board of directors stating the date, time, and place thereof will be given at least two days before the date set for such meeting by the person or persons authorized to call such meeting, or by the secretary at the direction of the person or persons authorized to call such meeting.The notice may be oral or written. Oral notice may be communicated in person or by telephone, wire or wireless equipment, which does not transmit a facsimile of the notice. Oral notice is effective when communicated. Written notice may be transmitted by mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, wireless equipment that transmits a facsimile of the notice or Email. Written notice is effective upon dispatch if such notice is sent to the director's address, telephone number, or other number appearing on the records of the corporation. If no place for such meeting is designated in the notice thereof, the meeting will be held at the principal office of the corporation or may be held by telephone or in such other manner as the directors determine.Any director may waive notice of any meeting at any time. Whenever any notice is required to be given to any director of the corporation pursuant to applicable law, a waiver thereof in writing signed by the director, entitled to notice, will be deemed equivalent to the giving of notice. The attendance of a director at a meeting will constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.Unless otherwise required by law, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 4.5 Quorum

A majority of the number of directors specified in or fixed in accordance with these bylaws will constitute a quorum for the transaction of any business at any meeting of directors. If less than a majority will attend a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and those directors present at such adjourned meeting will constitute a quorum and may transact business.

Section 4.6 Manner of Acting

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.

Section 4.7 Participation by Conference Telephone

Directors may participate in a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting and participation by such means will constitute presence in person at the meeting.

Section 4.8 Presumption of Assent

A director who is present at a meeting of the board of directors where action is taken will be presumed to have assented to the action taken unless such director's dissent will be entered in the minutes of the meeting or unless such director will file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or will forward such dissent by registered mail to the secretary of the corporation immediately after adjournment of the meeting. Such right to dissent will not apply to a director who voted in favor of such action.

Section 4.9 Action by Board Without a Meeting

Any action permitted or required to be taken at a meeting of the board of directors may be taken without a meeting if one or more written consents setting forth the action so taken will be signed, either before or after the action taken, by all the directors. Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a later effective date.

Section 4.10 Board Committees

The board of directors may by resolution designate from among its members an executive committee and one or more other committees, each of which must have two or more members and will be governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as applied to the board of directors. To the extent provided in such resolutions, each such committee will have and may exercise the authority of the board of directors, except as limited by applicable law. The designation of any such committee and the delegation thereto of authority will not relieve the board of directors, or any members thereof, of any responsibility imposed by law.

Section 4.11 Resignation

Any director may resign at any time by delivering written notice to the chairman of the board, the president, the secretary, or the registered office of the corporation, or by giving oral notice at any meeting of the directors or shareholders. Any such resignation will take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.

Section 4.12 Removal

At a meeting of the shareholders called expressly for that purpose, any director or the entire board of directors may be removed from office, with or without cause (unless the articles of incorporation provide that directors may be removed only for cause) by a vote of the holders of a majority of the shares then entitled to vote at an election of the director or directors whose removal is sought. If shareholders have the right to cumulate votes in the election of directors and if less than the entire board is to be removed, not one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board or the class of directors of which he is a part. If the board of directors or any one or more directors is so removed, new directors may be elected at this same meeting.

Section 4.13 Vacancies

A vacancy on the board of directors may occur by the resignation, removal, or death of an existing director, or by reason of increasing the number of directors on the board of directors as provided in these bylaws.Except as may be limited by the articles of incorporation, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum.A director elected to fill a vacancy will be elected for the unexpired term of his predecessor in office, except that a vacancy to be filled by reason of an increase in the number of directors will be filled by the board of directors for a term of office continuing only until the next election of directors by shareholders.If the vacant office was held by a director elected by holders of one or more authorized classes or series of shares, only the holders of those classes or series of shares are entitled to vote to fill the vacancy.

Section 4.14 Compensation

By resolution of the board of directors, the directors may be paid a fixed sum plus their expenses, if any, for attendance at meetings of the board of directors or committee thereof, or a stated salary as director. No such payment will preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE V. OFFICERS

Section 5.1 Number

The corporation will have a president, a secretary and a treasurer, and may have one or more vice-presidents each of whom will be appointed by the board of directors. Such other officers and assistant officers, including a chairman of the board, as may be deemed necessary or appropriate may be appointed by the board of directors.By resolution, the board of directors may designate any officer as chief executive officer, chief operating officer, chief financial officer, or any similar designation. Any two or more offices may be held by the same person.

Section 5.2 Appointment and Term of Office

The officers of the corporation will be appointed by the board of directors for such term as the board may deem advisable or may be appointed to serve for an indefinite term at the pleasure of the board.Each officer will hold office until a successor will have been appointed regardless of such officer's term of office, except in the event of such officer's termination of an indefinite term at the pleasure of the board or such officer's removal in the manner herein provided.

Section 5.3 Resignation

Any officer may resign at any time by delivering written notice to the chairman of the board, the president, a vice-president, the secretary, or the board of directors, or by giving oral notice at any meeting of the board.Any such resignation will take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective.

Section 5.4 Removal

Any officer appointed by the board of directors may be removed by the board of directors with or without cause.The removal will be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent will not of itself create contract rights.

Section 5.5 Chairman and Vice-Chairmen of the Board

The chairman of the board, if there be such an office, will, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be determined from time to time by resolution of the board of directors. The vice-chairman of the board, if there be such an office, or in the event there will be more than one vice-chairman, the one designated most senior at the time of election, will perform the duties of the chairman of the board in the chairman's absence, or in the event of the chairman's death, disability or refusal to act. The vice-chairman of the board will exercise and perform such other powers and duties as may be determined from time to time by resolution of the board of directors.

Section 5.6 President

The president will be the principal executive officer of the corporation and, subject to the control of the board of directors, will generally supervise and control the business and affairs of the corporation. When present, the president will preside at all meetings of the shareholders and in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors.The president may sign with the secretary or any other' proper officer of the corporation thereunto authorized by law, certificates for shares of the corporation, and may sign deeds, mortgages, bonds, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution thereof will be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation or will be required by law to be otherwise signed or executed. In general, the president will perform all duties incident to the office of president and such other duties as may be prescribed by resolution of the board of directors from time to time.

Section 5.7 Vice-Presidents

In the absence of the president or in the event of his death, disability, or refusal to act, the vice-president, or in the event there will be more than one vice-president, the vice-presidents, in the order designated at the time of their election, or in the absence of any designation then in the order of their election, if any, will perform the duties of the president. When so acting the vice-president will have all the powers of and be subject to all the restrictions upon the president and will perform such other duties as from time to time may be assigned to the vice-president by resolution of the board of directors.

Section 5.8 Secretary

The secretary will keep the minutes of the proceedings of the shareholders and board of directors, will give notices in accordance with the provisions of these bylaws and as required by law, will be custodian of the corporate records of the corporation, will keep a record of the names and addresses of all shareholders and the number and class of shares held by each, have general charge of the stock transfer books of the corporation, may sign with the president, or a vice-president, certificates for shares of the corporation, deeds, mortgages, bonds, contracts, or other instruments that will have been authorized by resolution of the board of directors, and in general will perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by resolution of the board of directors.

Section 5.9 Treasurer

If required by the board of directors, the treasurer will give a bond for the faithful discharge of his duties, in such sum and with such surety or sureties as the board of directors will determine. The treasurer will have charge and custody of and be responsible for keeping correct and complete books and records of account, for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, deposit all such moneys in the name of the corporation in the banks, trust companies, or other depositories as will be selected in accordance with the provisions of these bylaws, and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by resolution of the board of directors.

Section 5.10 Assistant Officers

The assistant officers in general will perform such duties as are customary or as will be assigned to them by resolution of the board of directors. If required by the board of directors, the assistant treasurers will respectively give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors will determine.

Section 5.11 Compensation of Officers and Employees

The board of directors will fix compensation of officers and may fix compensation of other employees from time to time. No officer will be prevented from receiving a salary by reason of the fact that such officer is also a director of the corporation. In the event any salary payment, or portion thereof, to an officer or other employee is not allowable as a deduction for employee compensation under Section 162(a)(1) of the Internal Revenue Code of 1986, as may be amended from time to time, on the grounds such payment was unreasonable in amount, then such officer or employee will promptly repay the amount disallowed as a deduction to the corporation.

ARTICLE VI. CONTRACTS, LOANS, CHECKS, DEPOSITS

Section 6.1 Contracts

The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and that authority may be general or confined to specific instances.

Section 6.2 Loans

No loans will be contracted on behalf of the corporation and no evidences of indebtedness will be issued in its name unless authorized by a resolution of the board of directors, which authority may be general.

Section 6.3 Checks. Drafts. Etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation will be signed by the officer or officers, or agent or, agents, of the corporation and in the manner as will from time to time be prescribed by resolution of the board of directors.

Section 6.4 Deposits

All funds of the corporation not otherwise employed will be deposited from time to time to the credit of the corporation in the banks, trust companies, or other depositories as the board of directors may select.

Section 6.5 Contracts With or Loans to Directors and Officers

The corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers, and shareholders and with corporations, associations, firms, and entities in which they are or may become interested as directors, officers, shareholders, members, or otherwise, as freely as though such interest did not exist, as permitted by applicable law. In the absence of fraud the fact that any director, officer, shareholder, or any corporation, association, firm or other entity of which any director, officer, or shareholder is interested, is in any way interested in any transaction or contract will not make the transaction or contract void or voidable, or require the director, officer, or shareholder to account to this corporation for any profits therefrom if the transaction or contract is or will be authorized, ratified, or approved by(a) vote of a majority of a quorum of the board of directors excluding any interested director or directors,(b) the written consent of the holders of a majority of the shares entitled to vote, or(c) a general resolution approving the acts of the directors and officers adopted at a shareholders meeting by vote of the holders of the majority of the shares entitled to vote.Nothing herein contained will create or imply any liability in the circumstances above described or prevent the authorization, ratification, or approval of such transactions or contracts in any other manner.

ARTICLE VII. SHARES

Section 7.1 Certificates for Shares

The shares of the corporation may be represented by certificates in such form as prescribed by the board of directors. Signatures of the corporate officers on the certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation.All certificates will be consecutively numbered or otherwise identified. All certificates will bear such legend or legends as prescribed by the board of directors or these bylaws.

Section 7.2 Issuance of Shares

Shares of the corporation will be issued only when authorized by the board of directors, which authorization will include the consideration to be received for each share.

Section 7.3 Beneficial Ownership

Except as otherwise permitted by these bylaws, the person in whose name shares stand on the books of the corporation will be deemed by the corporation to be the owner thereof for all purposes. The board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification will be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

Section 7.4 Transfer of Shares

Transfer of shares of the corporation will be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who will furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, on surrender for cancellation of the certificate for the shares. All certificates surrendered to the corporation for transfer will be cancelled and no new certificate will be issued until the former certificate for a like number of shares will have been surrendered and cancelled.

Section 7.5 Lost or Destroyed Certificates

In the case of a lost, destroyed, or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

Section 7.6 Restrictions on Transfer

Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, all certificates representing shares of the corporation will bear a legend on the face of the certificate or on the reverse of the certificate if a reference to the legend is contained on the face, to the effect as follows:These securities are not registered under state or federal securities laws and may not be offered, sold, pledged, or otherwise transferred, nor may these securities be transferred on the books of the company, without an opinion of counsel or other assurance satisfactory to the company that no violation of such registration provisions would result therefrom.

Section 7.7 Stock Transfer Records

The stock transfer books will be kept at the principal office of the corporation or at the office of the corporation's transfer agent or registrar. 'Me name and address of the person to whom the shares represented by any certificate, together with the class, number of shares, and date of issue, will be entered on the stock transfer books of the corporation. Except as provided in these bylaws, the person in whose name shares stand on the books of the corporation will be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VIII. SEAL

This corporation need not have a corporate seal. If the directors adopt a corporate seal the seal of the corporation will be circular in form and consist of the name of the corporation, the state and year of incorporation, and the word "Seal."

ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

Section 9.1 Power to Indemnity

The corporation will have the following powers:

9.1.1 Power to Indemnity. The corporation may indemnify and hold harmless to the full extent permitted by applicable law each person who was or is made a party to or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether civil, criminal, administrative, or investigative, by reason of that fact that he or she is or was a director, officer, employee, or agent of the corporation or, being or having been such a director, officer, employee, or agent, he or she is or was serving at the request of the corporation as a director, officer, employee, agent, trustee, or in any other capacity of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a director, officer, employee, agent, tr ustee, or in any other capacity, against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes, or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith. Such indemnification may continue as to a person who has ceased to be a director, officer, employee or agent of the corporation and will inure to the benefit of his or her heirs and personal representatives.

9.1.2 Power to Pay Expenses in Advance of Final Disposition The corporation may pay expenses incurred in defending any such proceeding in advance of the final disposition of any such proceeding, provided, however, that the payment of such expenses in advance of the final disposition of a proceeding will be made to or on behalf of a director, officer, employee, or agent only upon delivery to the corporation of an undertaking, by or on behalf of such director, officer, employee, or agent to repay all amounts so advanced if it will ultimately be determined that such director, officer, employee, or agent is not entitled to be indemnified under this Article or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.

9.1.3 Power to Enter Into Contracts. The corporation may enter into contracts with any person who is or was a director, officer, employee, and agent of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest in property of the corporation, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

9.1.4 Expansion of Powers. If the Nevada Business Corporation Act is amended in the future to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the shareholders or directors of this corporation, the powers described in thisArticle will be expanded and increased to the fullest extent permitted by the Nevada Business Corporation Act, as so amended.

9.1.5 Limitation on Powers. No indemnification will be provided under this Article to any such person if the corporation is prohibited by the nonexclusive provisions of the Nevada Business Corporation Act or other applicable law as then in effect from paying such indemnification. For example, no indemnification will be provided to any director in respect of any proceeding, whether or not involving action in his or her official capacity, in which he or she will have been finally adjudged to be liable on the basis of intentional misconduct or knowing violation of law by the director, or that the director personally received a benefit in money, property, or services to which the director was not legally entitled.

Section 9.2 Indemnification of Directors, Officers, Employees, and Agents

9.2.1 Directors. The corporation will indemnify and hold harmless any person who is or was a director of this corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered.

9.2.2 Officers, Employees, and Agents. The corporation may, by action of its Board of Directors from time to time, indemnify and hold harmless any person who is or was an officer, employee, or agent of the corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered, or to any lesser extent which the Board of Directors may determine.

9.2.3 Character of Rights The rights to indemnification and payment of expenses in advance of final disposition of a proceeding conferred by or pursuant to this Article will be contract rights.

9.2.4 Enforcement. A director, officer, employee, or agent ("claimant) will be presumed to be entitled to indemnification and/or payment of expenses under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the undertaking in subsection 9.1.2 above has been delivered to the corporation) and thereafter the corporation will have the burden of proof to overcome the presumption that the claimant is so entitled.If a claim under this Article is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period will be twenty (20) days, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, to the extent suc cessful in whole or in part the claimant will be entitled to be paid also the expense of prosecuting such claim.Neither the failure of the corporation (including its board of directors, its shareholders, or independent legal counsel) to have made a determination before the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation (including its board of directors, its shareholders, or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses will be a defense to the action or create a presumption that the claimant is not so entitled.

9.2.5 Rights Not Exclusive. The right to indemnification and payment of expenses in advance of final disposition of a proceeding conferred in this Article will not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the articles of incorporation, bylaws, agreement, vote of shareholders, or disinterested directors or otherwise.

Section 9.3 Insurance

The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, agent, or trustee of the corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada Business Corporation Act.

Section 9.4 Survival of Benefits

Any repeal or modification of this Article will not adversely affect any right of any person existing at the time of such repeal or modification.

Section 9.5 Severability

If any provision of this Article or any application thereof will be invalid, unenforceable, or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable, or contrary to applicable law, will not be affected thereby and will continue in full force and effect.

Section 9.6 Applicable Law

For purposes of this Article, "applicable law" will at all times be construed as the applicable law in effect at the date indemnification may be sought, or the law in effect at the date of the action, omission, or other event giving rise to the situation for which indemnification may be sought, whichever is selected by the person seeking indemnification.

ARTICLE X. BOOKS AND RECORDS

The corporation will keep correct and complete books and records of account stock transfer books, minutes of the proceedings of its shareholders and the board of directors, and such other records as may be necessary or advisable.

ARTICLE XI. FISCAL YEAR

The fiscal year of the corporation will be determined by resolution adopted by the board of directors. In the absence of such a resolution, the fiscal year will be the calendar year.

ARTICLE XII. VOTING OF SHARES OF ANOTHER CORPORATION

Shares of another corporation held by this corporation may be voted by the president or vice-president or by proxy appointment form executed by either of them, unless the directors by resolution will designate some other person to vote the shares.

ARTICLE XIII. AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the board of directors or by the shareholders.The undersigned, being the secretary of the corporation, hereby certifies that these bylaws are the bylaws of Secure Automated Filing Enterprises Inc., adopted by resolution of the directors on April 2, 2003

DATED April 2, 2003.

/s/Arne G. Raabe
Arne G. Raabe,
Secretary

EX-4

EXHIBIT 4.1

Not valid unless countersigned by transfer agent INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

NUMBER		SHARES
	SECURE AUTOMATED FILING ENTERPRISES INC
	AUTHORIZED COMMON STOCK: 50,000,000 SHARES $0.00001 PAR VALUE	CUSIP

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF 

Shares of SECURE AUTOMATED FILING ENTERPRISES INC. Common Stock

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated Seal Signature

The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable law or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - __________ Custodian ___________ (Minor) under Uniform Gifts to Minors Act ____________ (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, _________________ hereby sell, assign and transfer unto _______________ (Please insert Social Security or other identifying number of Assignee).

_________________________________________________________________
(Please print or type write name and address, including zip code of Assignee)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________ attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated: _________________

_______________________________________
NOTICE: THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

NOTICE SIGNATURE GUARANTEED:

___________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL STOCK EXCHANGE (OTHER THAN A SAVINGS BANK). OR A TRUST COMPANY. THE GUARANTEEING FROM MUST BE A MEMBER OF THE MEDALLION GUARANTEE PROGRAM.

TRANSFER FEE WILL APPLY

EX-5

EXHIBIT 5.1

CONRAD C. LYSIAK Attorney and Counselor at Law 601 West First Avenue Suite 503 Spokane, Washington 99204 (509) 624_1478 FAX (509) 747_1770 May 13, 2004

Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549

RE: SECURE AUTOMATED FILING ENTERPRISES INC.

Gentlemen:

Please be advised that, I have reached the following conclusions regarding the above offering:

1. SECURE AUTOMATED FILING ENTERPRISES INC. (the "Company") is a duly and legally organized and exiting Nevada state corporation, with its registered office located in Reno, Nevada and its principal place of business located in Point Roberts, Washington. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on March 25, 2003. The Company's existence and form is valid and legal pursuant to the representation above.

2. The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change the non_assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, its Constitution and reported judicial decisions interpreting those laws and when such stock was issued it was duly authorized, fully paid for and non_assessable. The common stock to be sold under this Form SB_2 Registration Statement is likewise legal under the laws of the State of Nevada, its Constitution and reported judicial decisions interpreting those laws and when such stock is issued it will be duly authorized, fully paid for and non_assessable.

3. To my knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. I know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. I know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.

4. The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.

Securities and Exchange Commission
RE: SECURE AUTOMATED FILING ENTERPRISES INC.
May 13, 2004
Page 2

5. The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

6. All tax benefits to be derived from the Company's operations shall inure to the benefit of the Company. Shareholders will receive no tax benefits from their stock ownership, however, this must be reviewed in light of the Tax Reform Act of 1986.

7. By directors' resolution, the Company has authorized the issuance of up to 1,000,000 shares of common stock.

The Company's Articles of Incorporation presently provide the authority to the Company to issue 50,000,000 shares of Common Stock, $0.00001 par value. Therefore, a Board of Directors' Resolution which authorized the issuance for sale of up to 2,000,000 shares of common stock would be within the authority of the Company's directors and the shares, when issued, will be validly issued, fully paid and non_assessable.

I consent to filing this opinion as an exhibit to the Company's Form SB-2 registration statement.

Yours truly,

/s/ Conrad C. Lysiak
Conrad C. Lysiak

EX-23

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

Secured Automated Filing Enterprises Inc.
347 Evergreen Way
Point Roberts, WA 98281
United States of America

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our Independent Auditors' Report dated March 19, 2004 relating to the financial statements of Secured Automated Filing Enterprises Inc. as at December 31, 2003 which is contained in that Prospectus . Our report contains an explanatory paragraph regarding the ability of the Company to continue as a going concern.

We further consent to the reference to ourselves under the caption "Experts".

Vancouver, Canada	"Hoogendoorn Vellmer"
May 11, 2004	Chartered Accountants

EX-99

TRADEMARK LICENSE AGREEMENT

Whereas, the U.S. Securities and Exchange Commission ("SEC") has adopted and is using the trademark EDGAR (the "Mark"), and has used the Mark continuously in commerce since September 24, 1984; and

Whereas, Secure Automated Filing Enterprises Inc. ("Licensee") desires to use the Mark as part of the mark(s) and name(s) listed on Schedule A hereto (the "Licensed Marks") in connection with Licensee's services listed on Schedule A hereto (the "Licensed Services").

Now, therefore, in consideration of the mutual promises herein contained, it is agreed that:

1. Grant of License

1.1 The SEC hereby grants to Licensee a non-exclusive, non-

assignable, royalty-free license to use the Licensed Marks in connection with the Licensed Services, subject to the terms of this Trademark License Agreement ("Agreement").

1.2 Nothing contained herein shall prevent the SEC from licensing

third-parties to use EDGAR-formative marks and names not identical to the Licensed Marks.

2. Quality Control

2.1 Before Licensee uses the Licensed Marks in connection with the offering, selling, rendering, promoting, or marketing of the Licensed Services, it shall send at its own expense a representative sampling of items showing each proposed use of the Licensed Marks to the SEC and obtain the SEC's approval of the proposed use. The SEC may from time to time thereafter request in writing samples of additional representative items showing Licensee's use of the Licensed Marks. Licensee shall provide such items at its own expense within ten (10) days following such request. In either case, the SEC shall review said items within twenty (20) days of receipt to determine if they comply with this Agreement. If the SEC has not objected in writing within twenty (20) days following receipt of any items provided as required herein, they shall be deemed approved.

2.2 The SEC shall have the right, at all reasonable times, to inspect

Licensee's Licensed Services and associated promotional and advertising materials employing the Licensed Marks to determine whether such use is of proper quality and otherwise consistent with the requirements of this Agreement.

2.3 The Licensed Services shall be offered, sold, advertised, promoted, rendered, and distributed in accordance with all applicable national, state, local, and other laws and regulations. The SEC's approval of any advertising or promotional material bearing the Licensed Marks shall not mean that the SEC has determined that such materials conform to the laws or regulations of any jurisdiction.

3. Duration, Termination, and Renewal

3.1 The initial term of this Agreement is five (5) years from the date of complete execution. This Agreement may be renewed for subsequent five (5)-year terms by the mutual written consent of both parties and the execution of a valid Renewal Agreement, provided Licensee has complied with the quality control provisions of this Agreement. Upon termination or expiration of this Agreement, all rights of Licensee to use the Licensed Marks shall immediately terminate, and Licensee shall voluntarily abandon or cancel as applicable all trademark applications and registrations and domain name applications and registrations listed on Schedule A hereto within 30 days after the termination or expiration of this Agreement.

3.2 This Agreement shall terminate immediately without notice if Licensee is sold, or if Licensee files a petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Licensee discontinues its business or a receiver is appointed for the Licensee or for the Licensee's business and such receiver is not discharged within thirty (30) days.

3.3 In the event of a breach of any of the terms and conditions of this Agreement by Licensee, the SEC shall give Licensee written notice of such breach. In the event Licensee does not cure such breach within thirty (30) days, the SEC may immediately terminate this Agreement and shall notify Licensee in writing of such termination within five (5) days of such termination.

4. Validity of Ownership of Mark

4.1 It is understood and agreed that the SEC is the sole and exclusive owner of all right, title, and interest in and to the Mark, and that all use of the Licensed Marks by Licensee shall inure to the benefit of the SEC. Licensee shall acquire no right, title, or interest of any kind or nature whatsoever in or to the Mark or the goodwill associated therewith. Licensee shall not file any trademark applications for the Licensed Marks without first obtaining the SEC's written consent. Licensee agrees that it shall not obtain any rights to the Mark by virtue of any trademark registrations obtained for the Licensed Marks pursuant to this provision.

4.2 Licensee agrees not to contest or otherwise challenge or attack the SEC's rights in or registrations for the Mark or the validity of the license granted herein during the term of this Agreement and thereafter. Licensee further agrees not to do anything, either by act of omission or commission or directly or indirectly, which might impair, jeopardize, infringe or violate the Mark, and agrees not to misuse or bring the Mark into disrepute.

4.3 Licensee agrees to cooperate with and assist the SEC in protecting and enforcing the SEC's rights to the Mark. Licensee shall promptly inform the SEC of any infringement or imitation of the Mark that comes to its attention, and cooperate with the SEC in any such matters. The SEC shall have the sole right at its own expense to determine whether or not any action shall be taken on account of any such violation. The SEC shall receive all amounts awarded as damages, profits, settlement proceeds or otherwise in connection with such claims or suits brought by the SEC.

4.4 Licensee shall not take any legal action against any EDGAR- formative marks or names that Licensee believes violate its rights in the Licensed Marks without the prior written consent of the SEC. Should the SEC grant such consent, the SEC shall have the right to participate in the litigation and shall have the right to approve any settlements.

5. Use of the Licensed Marks

5.1 In using the Licensed Marks, Licensee shall clearly indicate that the Mark is the property of the SEC. Licensee shall display this notice conspicuously, in the form shown below, where possible, but at a minimum shall display it in conjunction with Licensee's initial use of the Licensed Marks within each of its products, services, or advertising or promotional materials (e.g., on the first or welcome screen of any on-line computer service or software product, on the cover or first page of any user manual or promotional material, and after the first reference to the mark in any advertisement or promotional piece):

"EDGAR" is a trademark of the U.S. Securities and Exchange Commission. Secure Automated Filing Enterprises Inc. is not affiliated with or approved by the U.S. Securities and Exchange Commission."

5.2 Licensee's use of the Licensed Marks shall not be portrayed, directly or indirectly, as an endorsement or recommendation by the SEC of Licensee or any of Licensee's products or services.

6. Governing Law

6.1 This Agreement shall be interpreted in accordance with the federal common law as interpreted by the U.S. District Court for the District of Columbia and its reviewing courts.

7. Indemnification

7.1 Licensee agrees to indemnify and hold the SEC harmless from any and all claims, demands, causes of action, damages, judgments and attorney's fees and costs arising from Licensee's offering, selling, promoting, advertising, rendering and/or distribution of the Licensed Services and from Licensee's use of the Licensed Marks.

8. Notice

8.1 All notices, requests, demands and other communications that are required or permitted to be given to the parties under this Agreement shall be in writing, delivered personally or sent by overnight courier or registered mail, return receipt requested, postage prepaid, to the addresses set forth below or as such other addresses specified by the parties, and shall be deemed to have been given upon the delivery thereof:

If to the SEC: U.S. Securities and Exchange Commission

450 Fifth Street, N.W.
Washington, D.C. 20549-0207
Attn: Associate General Counsel
for Litigation and Administrative Practice

If to Licensee: Secure Automated Filing Enterprises Inc.

484-1027 Davie Street
Vancouver, BC V6E 4L2
Attn: Rory O'Byrne, President

9. Authority to Bind

9.1 Each of the parties hereto warrants and represents that the person(s) executing this Agreement on its behalf has full authority to execute this Agreement and to bind it as a party to this Agreement.

10. Assignability

10.1 This Agreement shall be binding in all respects upon the parties hereto, their subsidiaries, related companies, officers, directors, stockholders, successors, permitted assigns, employees, agents, and all parties in privity with or claiming under them. Licensee shall not assign or sublicense any of its rights under this Agreement without the prior written consent of the SEC.

11. Amendment

This Agreement and Schedule A hereto express the entire understanding between the parties concerning its subject matter, and may not be modified except by a written instrument signed by all parties. The failure of a party to insist upon adherence to any term of this Agreement shall not be considered a waiver or deprive the party of the right thereafter to insist upon strict adherence to that term or any other term in this Agreement.

12. Representations

12.1 This Agreement is executed voluntarily and without any duress or undue influence on the parties or their officers, employees, agents, or attorneys and no party is relying on any inducement, promises, or representations made by any other party or any of its officers, employees, agents, or attorneys other than as set forth in this Agreement.

12.2 Licensee acknowledges that it selected, adopted, and cleared the Licensed Marks, and that the SEC was not involved in any way in the selection, adoption, or clearance of the Licensed Marks. By granting a license to Licensee to use the Licensed Marks, the SEC is not making any determination, rendering any opinion, or making any representation or warranty as to the availability of the Licensed Marks, for use or registration in the United States or any other country. Licensee uses and registers the Licensed Marks solely at its own risk.

13. Headings

13.1 All headings used in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

U.S. SECURITIES AND	LICENSEE
EXCHANGE COMMISSION
/s/ RICHARD D. HEROUX	/s/ Rory O'Byrne
RICHARD D. HEROUX	Name: Rory O'Byrne
Office of Information Technology	Title: President
DATED: 4/23/04	DATED: April 20, 04

SCHEDULE A TO TRADEMARK LICENSE AGREEMENT

1. List of Licensed Marks

www.secureautomated.com

2. List of Licensed Services

EX-99

EXHIBIT 99.2

SUBSCRIPTION AGREEMENT

Secure Automated Filing Enterprises
347 Evergreen Way
Point Roberts, WA 98281

Dear Sirs:

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Secure Automated Filing Enterprises (the "Company") at a price of $0.05 per Share (the "Subscription Price").

Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the Subscription Price for such Shares.

Purchaser further confirms that ______________ solicited him/her/it to purchase the shares of Common Stock of the Company and no other person participated in such solicitation other than _________________.

MAKE CHECK PAYABLE TO: CHAMBERLAIN HUTCHISON FOR SECURE AUTOMATED FILING ENTERPRISES INC

Executed this _____ day of ___________________, 20    .
	)
	)		Signature of Purchaser
	)
Address of Purchaser
Printed Name of Purchaser
	X	$0.05		=	US$
Number of Shares Purchased						Total Subscription Price
Form of Payment:	Cash:_______	Check #: ______________	Other: ________________
SECURE AUTOMATED FILING ENTERPRISES INC.
By: ________________________________________
Title: ______________________________________