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

FORM 10-QSB

(Mark One)x Quarterly Report Pursuant To Section
  13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended September 30, 2004

 ̈ Transition Report
  Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from _____to _____

Commission File Number:000-26047

ENCORE CLEAN ENERGY, INC.(Exact Name of Small Business Issuer as Specified in Its Charter)

|Delaware                        | 65-0609891         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)

Suite 610  375 Water StreetVancouver, British Columbia, Canada V6B 5C6(Address of Principal Executive Offices)

(604) 801-5566(Issuer's Telephone Number, Including Area Code)

Not Applicable(Former Name, Former Address and Former Fiscal Year, if Changed Since
  Last Report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

xYes ̈ No

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 13,006,775 shares of common stock, $0.001 par value per share, issued and outstanding as of November 22, 2004.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ No x

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESFORM 10-QSB
  QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
  INDEX

|                                                                                    | Page     
|----------------------------------------------------------------------------------- | ---------
|                                                                                    |          
|PART I - FINANCIAL INFORMATION                                                      | 3        
|                                                                                    |          
|Item 1 - Financial Statements                                                       | 3        
|                                                                                    |          
|Consolidated Balance Sheets                                                         |          
|As of September 30, 2004 (Unaudited) and December
      31, 2003                    | F-1      
|Consolidated Statements of Operations
      and Deficit (Unaudited)                 |          
|For the Three and Nine Months Ended September
      30, 2004 and September 30, 2003 | F-2      
|Consolidated Statements of Cash Flows
      (Unaudited)                             |          
|For
      the Nine Months Ended September 30, 2004 and September 30, 2003           | F-3      
|Notes to Unaudited Consolidated Financial
      Statements                          | F-4 - F-6
|                                                                                    |          
|Item 2 - Management's Discussion and Analysis
      of Financial Condition and      |          
|Results of Operations                                                               | 4-9      
|                                                                                    |          
|Item 3 - Controls and Procedures                                                    | 9        
|                                                                                    |          
|                                                                                    |          
|PART II - OTHER INFORMATION                                                         | 10       
|                                                                                    |          
|Item 5 - Other Information                                                          | 10       
|Item 6 - Exhibits                                                                   | 10-11    
|                                                                                    |          
|Signatures                                                                          | 11       

2

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PART I. FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

3

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Encore Clean Energy, Inc.Consolidated Balance Sheets (unaudited)
  (expressed in United States Dollars)

September 30, 2004 and December 31, 2003

|                                                      |   | September 30, |   |   | December 31, |  
|----------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                      |   | 2004          |   |   | 2003         |  
|                                                      |   | (Unaudited)   |   |   | (Audited)    |  
|                                                      |   |               |   |   |              |  
|                                                      |   |               |   |   |              |  
|                                                      |   |               |   |   |              |  
|Assets                                                |   |               |   |   |              |  
|Current assets:                                       |   |               |   |   |              |  
|Cash                                                  | $ | 77            |   | $ | 335          |  
|Accounts receivable                                   |   | 72,516        |   |   | 110,613      |  
|Prepaid
      expenses                                |   | 19,298        |   |   | 8,336        |  
|                                                      |   | 91,891        |   |   | 119,284      |  
|Property and equipment, less accumulated depreciation |   | 66,739        |   |   | 82,986       |  
|Technology and other intangible assets                |   | 2,322,167     |   |   | 2,133,340    |  
|                                                      |   |               |   |   |              |  
|                                                      | $ | 2,480,797     |   | $ | 2,335,610    |  
|                                                      |   |               |   |   |              |  
|Liabilities and Stockholders' Deficit                 |   |               |   |   |              |  
|Current liabilities:                                  |   |               |   |   |              |  
|Bank indebtedness                                     | $ | -             |   | $ | 82,447       |  
|Accounts payable and accrued
      liabilities        |   | 1,801,619     |   |   | 1,664,907    |  
|Notes payable  current
      portion                 |   | 210,000       |   |   | 210,000      |  
|Loan payable  current
      portion                  |   | 360,997       |   |   | -            |  
|Lease
      obligation - current portion              |   | -             |   |   | 4,967        |  
|                                                      |   | 2,372,616     |   |   | 1,962,321    |  
|                                                      |   |               |   |   |              |  
|Due to related parties                                |   | 985,912       |   |   | 901,647      |  
|Total liabilities                                     |   | 3,358,528     |   |   | 2,863,968    |  
|Stockholders' deficit:                                |   |               |   |   |              |  
|Common stock                                          |   | 12,807        |   |   | 12,618       |  
|Additional paid-in capital                            |   | 6,103,768     |   |   | 5,802,498    |  
|Deficit                                               |   | (6,653,756    | ) |   | (6,012,058   | )
|Accumulated other comprehensive
      income (loss):  |   |               |   |   |              |  
|Foreign
      currency translation adjustment         |   | (340,550      | ) |   | (331,416     | )
|Total stockholders'
      deficit                     |   | (877,731      | ) |   | (528,358     | )
|                                                      |   |               |   |   |              |  
|                                                      | $ | 2,480,797     |   | $ | 2,335,610    |  

See accompanying notes to unaudited financial statements

F-1

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Encore Clean Energy, Inc.Consolidated Statements of Operations and Deficit (unaudited)
  (expressed in United States Dollars)

Nine months ended September 30, 2004 and September 30, 2003

|                                                             | Three Months Ended |               | Nine Months Ended |  
|------------------------------------------------------------ | ------------------ | ------------- | ----------------- | -
|                                                             |                    | September 30, |                   |  
|                                                             |                    | 2004          |                   |  
|                                                             |                    |               |                   |  
|                                                             |                    |               |                   |  
|Revenue                                                      | $                  | 561,613       |                   | $
|                                                             |                    |               |                   |  
|Cost of revenue                                              |                    | (370,976      | )                 |  
|Gross profit                                                 |                    | 190,637       |                   |  
|                                                             |                    |               |                   |  
|Operating expenses:                                          |                    |               |                   |  
|Depreciation                                                 |                    | 7,194         |                   |  
|Salaries and fringe benefits                                 |                    | 170,767       |                   |  
|Legal and accounting                                         |                    | 22,407        |                   |  
|Consulting fees and                                          |                    |               |                   |  
|computer services                                            |                    | 46,070        |                   |  
|Phones and utilities                                         |                    | 5,806         |                   |  
|Rent                                                         |                    | 26,659        |                   |  
|Advertising and promotion                                    |                    | 3,114         |                   |  
|Other selling, general                                       |                    |               |                   |  
|and administrative                                           |                    | 23,176        |                   |  
|                                                             |                    | 305,193       |                   |  
|                                                             |                    |               |                   |  
|Loss from operations                                         |                    | (114,556      | )                 |  
|                                                             |                    |               |                   |  
|Other income (expenses):                                     |                    |               |                   |  
|Interest expense                                             |                    | (77,116       | )                 |  
|                                                             |                    |               |                   |  
|Net loss                                                     |                    | (191,672      | )                 |  
|                                                             |                    |               |                   |  
|Deficit, beginning of period                                 |                    | (6,462,084    | )                 |  
|                                                             |                    |               |                   |  
|Deficit, end of period                                       | $                  | (6,653,756    | )                 | $
|                                                             |                    |               |                   |  
|                                                             |                    |               |                   |  
|Net loss per common share,                                   |                    |               |                   |  
|basic and diluted                                            | $                  | (0.02         | )                 | $
|                                                             |                    |               |                   |  
|                                                             |                    |               |                   |  
|Weighted average common                                      |                    |               |                   |  
|shares outstanding, basic                                    |                    |               |                   |  
|and diluted                                                  |                    | 12,806,775    |                   |  
|                                                             |                    |               |                   |  
|See accompanying notes to the unaudited financial statements |                    |               |                   |  

F-2

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Encore Clean Energy, Inc.Consolidated Statements of Cash Flows (unaudited)
  (expressed in United States Dollars)

September 30, 2004 and September 30, 2003

|                                                                 | Nine Months Ended |              
|---------------------------------------------------------------- | ----------------- | -------------
|                                                                 |                   | September 30,
|                                                                 |                   | 2004         
|                                                                 |                   |              
|Cash provided by (used in):                                      |                   |              
|                                                                 |                   |              
|Operations:                                                      |                   |              
|Net loss                                                         | $                 | (641,698     
|Items not involving cash:                                        |                   |              
|Depreciation                                                     |                   | 22,608       
|Stock-based compensation                                         |                   | 112,632      
|Changes in operating assets
      and liabilities:               |                   |              
|Change in accounts receivable                                    |                   | 38,097       
|Change in prepaid expenses                                       |                   | (10,962      
|Change
      in accounts payable and accrued liabilities         |                   | 136,712      
|Change in unearned revenue                                       |                   | -            
|Change
      in accrued salaries                                 |                   | -            
|Net cash used in operating
      activities                      |                   | (342,611     
|                                                                 |                   |              
|Cash flows used in investing activities:                         |                   |              
|Purchase of property and equipment                               |                   | (6,361       
|Net cash used in investing
      activities                      |                   | (6,361       
|                                                                 |                   |              
|Cash flows from financing activities:                            |                   |              
|Proceeds from loans payable                                      |                   | 360,997      
|Repayment of lease obligation                                    |                   | (4,967       
|Proceeds from (repayment
      of) bank indebtedness             |                   | (82,447      
|Proceeds from (repayment
      of) advances from related parties |                   | 84,265       
|Repayment of notes payable                                       |                   | -            
|Issue of share capital                                           |                   | -            
|Net cash provided by financing
      activities                  |                   | 357,848      
|                                                                 |                   |              
|Effect of exchange rate on cash                                  |                   | (9,134       
|Increase (decrease) in cash                                      |                   | (258         
|                                                                 |                   |              
|Cash, beginning of period                                        |                   | 335          
|                                                                 |                   |              
|Cash, end of period                                              | $                 | 77           
|                                                                 |                   |              
|Supplementary information:                                       |                   |              
|Interest paid                                                    |                   | 6,425        

See accompanying notes to the unaudited financial statements.

F-3

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2004

|1. | The Company and Description of Business:
|-- | ----------------------------------------

Encore Clean Energy, Inc. ("the Company") was originally incorporated
  on May 12, 1995 under the laws of Florida. On May 13, 2002, we changed our state
  of jurisdiction to Delaware. On December 1, 2003 we merged with our wholly-owned
  subsidiary, Cryotherm, under the laws of Delaware and changed our name to Encore
  Clean Energy, Inc.

Encore Clean Energy, Inc. is currently engaged in the following business:

| | (a) | The business of creating and commercializing products
        that generate electricity without burning fossil fuels; and                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                              
| | (b) | The provision of "permission-based" e-mail marketing
        and integrated advertising strategies services through our wholly owned
        subsidiaries Ignite Communications Inc. and Forge Marketing Inc.

|2. | Liquidity and Future Operations:
|-- | --------------------------------

The Company incurred a net loss in the third quarter ending
  September 30, 2004 and has sustained negative cash flows from operations since
  its inception. At September 30, 2004, the Company has negative working capital
  of $2,280,725. The Company's ability to meet its obligations in the ordinary
  course of business is dependent upon its ability to increase profitable operations
  or to obtain additional funding through public or private equity financing,
  collaborative or other arrangements with corporate sources, or other sources.
  Management is seeking to increase revenues through continued marketing of its
  services; however additional funding will be required.

Management is working to obtain sufficient working capital
  from external sources in order to continue operations. There is however no assurance
  that the aforementioned events, including the receipt of additional funding,
  will occur and be successful.

F-4

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2004

|3. | Basis of Presentation:
|-- | ----------------------

The unaudited consolidated financial statements of the Company
  at September 30, 2004 and for the nine month period then ended include the accounts
  of the Company and its wholly-owned subsidiaries and reflect all adjustments
  (consisting only of normal recurring adjustments) which are, in the opinion
  of management, necessary for a fair presentation of the financial position and
  operating results for the interim periods. Certain information and footnote
  disclosures normally included in financial statements prepared in accordance
  with generally accepted accounting principles have been condensed or omitted
  in these interim statements under the rules and regulations of the Securities
  and Exchange Commission ("SEC"). Accounting policies used in fiscal 2004 are
  consistent with those used in fiscal 2003. The results of operations for the
  nine months ended September 30, 2004 are not necessarily indicative of the results
  for the entire fiscal year ending December 31, 2004. These interim financial
  statements should be read in conjunction with the financial statements for the
  fiscal year ended December 31, 2003 and the notes thereto.

|4. | Foreign Currency:
|-- | -----------------

The functional currency of the operations of the Company's
  wholly-owned Canadian operating subsidiaries is the Canadian dollar. Assets
  and liabilities measured in Canadian dollars are translated into United States
  dollars using exchange rates in effect at the balance sheets date with revenue
  and expense transactions translated using average exchange rates prevailing
  during the period. Exchange gains and losses arising on this translation are
  excluded from the determination of income and reported as foreign currency translation
  adjustment (which is included in the comprehensive income (loss)) in stockholders'
  equity.

|5. | Net Income (Loss) Per Share:
|-- | ----------------------------

The Company computes net income (loss) per share in accordance
  with SFAS No. 128, Earnings per Share, and SEC Staff Accounting Bulletin ("SAB")
  No. 98. Under the provisions of SFAS No. 128 and SAB No. 98, basic income (loss)
  per share is computed using the weighted average number of common stock outstanding
  during the periods. Diluted income (loss) per share is computed using the weighted
  average number of common and potentially dilutive common stock outstanding during
  the period. Basic and diluted net income (loss) per share are the same as any
  exercise of options or warrants would be anti-dilutive.

|6. | Loan payable:
|-- | -------------

In April 2004 the Company secured debt financing in the aggregate
  amount of $360,997 from HSBC Bank Canada, in the form of a $38,835 line of credit
  (Canadian dollar denominated line of credit of Cdn $50,000) and a $322,162 working
  capital loan (Canadian dollar denominated loan of Cdn $450,000). The loan financing
  is denominated in Canadian dollars, secured by a general security agreement,
  and interest is charged at HSBC's prime rate of interest plus 1.50% .

F-5

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  September 30, 2004

|7. | Comprehensive Income (Loss):
|-- | ----------------------------

Effective January 1, 1999, the Company adopted the provisions
  of SFAS No. 130, "Reporting Comprehensive Income" SFAS No. 130 which establishes
  standards for reporting comprehensive income (loss) and its components in financial
  statements. Other comprehensive income, as defined, includes all changes in
  equity (net assets) during a period from non-owner sources. Comprehensive loss
  for each of the periods presented is as follows:

|                                        |   | Three Months |   |   | Three Months  |   |   | Nine Months   |   |   | Nine Months  |  
|--------------------------------------- | - | ------------ | - | - | ------------- | - | - | ------------- | - | - | ------------ | -
|                                        |   | Ended        |   |   | Ended         |   |   | Ended         |   |   | Ended        |  
|                                        |   | September    |   |   | September 30, |   |   | September 30, |   |   | September30, |  
|                                        |   | 30, 2004     |   |   | 2003          |   |   | 2004          |   |   | 2003         |  
|                                        |   |              |   |   |               |   |   |               |   |   |              |  
|Net loss                                | $ | (191,672     | ) | $ | (91,765       | ) | $ | (641,698      | ) | $ | (265,060     | )
|                                        |   |              |   |   |               |   |   |               |   |   |              |  
|Other comprehensive (income) /          |   | 35,955       |   |   | (5,986        | ) |   | 9,134         |   |   | 257,925      |  
|loss:                                   |   |              |   |   |               |   |   |               |   |   |              |  
|Foreign currency translation adjustment |   |              |   |   |               |   |   |               |   |   |              |  
|                                        |   |              |   |   |               |   |   |               |   |   |              |  
|Comprehensive loss                      | $ | (227,627     | ) | $ | 85,779        |   | $ | (650,832      | ) | $ | (522,985     | )

F-6

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|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS.
|------- | --------------------------------------------------------------------------------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-QSB constitute
  "forward-looking statements" within the meaning of Section 27A of the Securities
  Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"). These statements, identified
  by words such as "plan", "anticipate," "believe," "estimate," "should," "expect"
  and similar expressions include our expectations and objectives regarding our
  future financial position, operating results and business strategy. These statements
  reflect the current views of management with respect to future events and are
  subject to risks, uncertainties and other factors that may cause our actual
  results, performance or achievements, or industry results, to be materially
  different from those described in the forward-looking statements. Such risks
  and uncertainties include those set forth under this Item 2. "Management's Discussion
  and Analysis or Plan of Operation" and elsewhere in this Form 10-QSB. We do
  not intend to update the forward-looking information to reflect actual results
  or changes in the factors affecting such forward-looking information. We advise
  you to carefully review the reports and documents we file from time to time
  with the Securities and Exchange Commission ("SEC"), particularly our annual
  reports on Form 10-KSB, our quarterly reports on Form 10-QSB and our current
  reports on Form 8-K.

As used in this Quarterly Report, the terms "we", "us", "our",
  "Company" and "Encore" mean Encore Clean Energy, Inc. unless otherwise indicated.
  All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
  stated.

INTRODUCTION

The following discussion and analysis summarizes our plan
  of operations for the next 12 months, our results of operations for the three
  month and nine month periods ended September 30, 2004 and changes in our financial
  condition from December 31, 2003. This discussion should be read in conjunction
  with the Management's Discussion and Analysis or Plan of Operations included
  in our Annual Report on Form 10-KSB for the year ended December 31, 2003.

During the fourth quarter of our 2003 fiscal year, we acquired
  Cryotherm, Inc. ("Cryotherm"), a corporation that was in the business of creating
  and commercializing products that generate electricity without the burning of
  fossil fuels. We have since merged with Cryotherm under the laws of Delaware
  and changed our name from Forge, Inc. to Encore Clean Energy, Inc.

We are currently engaged in the following businesses:

| | (a) | The Encore Business: The Encore Business involves
        developing and commercializing proprietary "clean-energy" technologies
        that we have acquired through our acquisition of Cryotherm. Our plan for
        this segment of our business involves creating products that will be targeted
        at creating lower-cost, cleaner ways to generate electricity without the
        burning of fossil fuels. Initially, we will focus our efforts on four
        primary products: a Drum Jet Turbine, a Waste Heat Recovery Unit, a Vertical
        Axis Wind Turbine and the TurboFlux Disk Turbine (collectively, the "Encore
        Products"); and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | The Forge/Ignite Business: Prior to our acquisition
        of Cryotherm, our primary business was the Forge/Ignite Business of providing
        "permission-based" email marketing and integrated advertising services.
        We continue to carry on this segment of our business through our wholly
        owned subsidiaries, Ignite Communications Inc. ("Ignite") and Forge Marketing
        Inc. ("Forge Marketing").                                                                                                                                                                                                                                      

4

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PLAN OF OPERATIONS

Our plan of operations for the next twelve months involves the
  following:

|1. | We will continue the research
        and development of our Encore Products. Initially we plan to focus on
        the development and commercialization of the Waste Heat Recovery Unit,
        the Drum Jet Turbine and the Vertical Axis Wind Turbine. In pursuit of
        this we:                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | We also plan to continue
        operating our advertising business through our wholly owned subsidiaries,
        Ignite and Forge Marketing. We will continue to seek new clients for our
        integrated advertising strategies and "permission-based" electronic direct
        marketing services and to further explore how we can better service our
        existing clients. In pursuit of this, we plan to do the following:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                      

We anticipate spending approximately $5,000,000 in pursuing
  our plan of operations over the next twelve months. It is anticipated that the
  Encore Business will not generate any significant revenues over the next twelve
  months and we do not have sufficient financial resources to fund the development
  of the Encore Products. Accordingly, we require substantial financing in order
  to fund our plan of operations.

5

---

We anticipate that any additional financing will likely be
  in the form of equity financing as substantial additional debt financing is
  unlikely to be feasible at this stage of our business.

Currently, we do not have any additional financing arrangements
  in place and there is no assurance that we will be able to achieve sufficient
  financing required to continue with the development of our Encore Products.
  If we do not obtain the necessary financing, then our plan of operations will
  be scaled back according to the amount of funds available. An inability to raise
  the necessary financing will severely restrict our ability to complete the development
  and commercialization of our Encore Products. In the event that we are unable
  to develop and commercialize our Encore Products, we intend to focus on the
  Forge/Ignite Business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our acquisition of Cryotherm was completed on September 30,
  2003. This acquisition has been treated by us for accounting purposes as an
  acquisition of Cryotherm's net assets. As a result, our historical financial
  statements up to September 30, 2003 reflect the results of operations solely
  for the Forge/Ignite Business to that date. Commencing October 1, 2003, our
  financial statements reflect our combined operations with Cryotherm.

With respect to the risks and uncertainties associated with
  our businesses, we advise readers to carefully review the Management's Discussion
  and Analysis section of our Annual Report on Form 10-KSB for the year ended
  December 31, 2003, filed with the SEC on May 17, 2004.

RESULTS OF OPERATIONS

Third Quarter and Six Months Summary

|                   |   | Third Quarter Ended September
      30 |   |   |          | Nine Months Ended September
      30 | 
|------------------ | - | -------------------------------------- | - | - | -------- | ------------------------------------ | 
|                   |   |                                        |   |   |          |                                      | 
|                   |   | 2004                                   |   |   | 2003     |                                      | 
|Revenue            | $ | 561,613                                |   | $ | 713,428  |                                      | 
|Cost of Revenue    |   | (370,976                               | ) |   | (589,503 | )                                    | 
|Operating Expenses |   | (305,193                               | ) |   | (195,096 | )                                    | 
|Net Income (Loss)  | $ | (191,672                               | ) | $ | (91,765  | )                                    | 

For the last fiscal quarter, revenues were generated solely
  from the Forge/Ignite Business. We did not earn revenues from our Encore Business
  and there is no assurance that we will be able to do so in the future.

The decrease in our revenue over our results for the third
  fiscal quarter of 2003 is primarily due to the postponement by one of our clients
  of a seasonal advertising campaign and the loss of two of our clients during
  the summer months.

Revenues for the Forge/Ignite Business are earned by delivering
  online direct marketing, promotional, and informational offers and by developing
  and implementing integrated marketing and advertising strategies. We charge
  our advertisers based upon a number of criteria, including offers delivered,
  qualified leads generated, online transactions executed and marketing services
  performed.

6

---

We believe that our revenues will be subject to seasonal fluctuations
  as a result of general patterns of retail advertising, which are typically higher
  during the second and fourth calendar quarters. In addition, expenditures by
  advertisers tend to be cyclical, reflecting overall economic conditions and
  consumer buying patterns.

Cost of Revenue

Cost of revenue for the Forge/Ignite Business represents the
  cost of advertising purchased for clients. The decrease in cost of revenue over
  our results for the third fiscal quarter of 2003 is a result of the corresponding
  decrease in our revenue.

Revenue for the Forge/Ignite Business consists of the gross
  value of our billings to clients and includes the price of the advertising that
  we purchase from offline and online suppliers. Under marketing services contracts,
  we recognize the cost of the advertising we purchase for our clients as an expense
  and the payments we receive from our clients for this advertising as revenue.
  Under these arrangements, we are ultimately responsible for payment to suppliers
  for the cost of the advertising that we purchase.

Operating Expenses

The overall increase to our operating expenses during the
  nine months ended September 30, 2004 compared to the same period ended September
  30, 2003 is primarily attributable to the additional costs associated with the
  development and commercialization of our clean energy technologies for the Encore
  Business. The major components of our operating expenses are outlined in the
  table below:

|                     | Third Quarter Ended September 30 |         |  | Nine Months Ended September 30 |       
|-------------------- | -------------------------------- | ------- |  | ------------------------------ | ------
|                     |                                  |         |  |                                |       
|                     |                                  | 2004    |  |                                | 2003  
|Salaries and Fringe  | $                                | 170,767 |  | $                              | 87,894
|Benefits             |                                  |         |  |                                |       
|                     |                                  |         |  |                                |       
|Legal and Accounting |                                  | 22,407  |  |                                | -     
|Expenses             |                                  |         |  |                                |       
|                     |                                  |         |  |                                |       
|Consulting Fees and  |                                  | 46,070  |  |                                | 70,076
|Computers Services   |                                  |         |  |                                |       
|                     |                                  |         |  |                                |       
|Rent                 |                                  | 26,659  |  |                                | 14,947

The increase in salary costs during the nine months ended
  September 30, 2004 compared to the same period in 2003 is primarily due to the
  addition of a staff member, various employee raises and costs associated with
  the development and commercialization of our clean energy technologies for the
  Encore Business.

The increase in legal and accounting expenses during the three
  and nine month periods ended September 30, 2004 compared to the same periods
  in 2003 relate to the completion of our obligations with respect to the acquisition
  of Cryotherm as well as an increased need for legal and patent advice with respect
  to the Encore Business.

The decrease in consulting fees and computer services for
  the nine months ended September 30, 2004 compared to the nine months ended September
  30, 2003 is primarily the result of the postponement of a client's campaign.

The increase in rent during the nine months ended September
  30, 2004 compared to the same period in 2003 is a result of our moving business
  offices early in 2003.

7

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|                  | Third Quarter
      Ended September 30 |  |        | Nine Months Ended September 30 |              
|----------------- | -------------------------------------- |  | ------ | ------------------------------ | -------------
|                  |                                        |  |        |                                | Percentage   
|                  | 2004                                   |  | 2003   |                                | Inc. / (Dec.)
|Interest Expenses | 77,116                                 |  | 20,594 |                                | 274.5%       

The increase in interest expenses during the three and nine
  month periods ended September 30, 2004 as compared to the same periods in 2003
  is primarily the result of the debt financing acquired from HSBC Bank Canada
  in April 2004 and from interest and from finance charges related to advances
  from related parties and loans repaid during the period.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                       |   |   |                      |   |                       |  
|----------------------- | - | --------------------- | - | - | -------------------- | - | --------------------- | -
|                        |   |                       |   |   |                      |   | Percentage            |  
|                        |   | At September 30, 2004 |   |   | At December 31, 2003 |   | Increase / (Decrease) |  
|Current Assets          | $ | 91,891                |   | $ | 119,284              |   | (23.0%                | )
|Current Liabilities     |   | (2,372,616            | ) |   | (1,962,321           | ) | 20.9%                 |  
|Working Capital Deficit | $ | (2,280,725            | ) | $ | (1,843,037           | ) | 23.7%                 |  




The increase in our working capital deficit is primarily attributable
  to the increase in our current liabilities. On April 14, 2004, we obtained a
  Canadian dollar denominated loan in the amount of Cdn $500,000 from HSBC Bank
  Canada ("HSBC"). The loan was advanced in the form of a Cdn $50,000 line of
  credit and a Cdn $450,000 working capital loan (collectively, the "Debt Financing").
  The Debt Financing was advanced in Canadian dollars and has been converted to
  US dollars for the purpose of this Quarterly Report at the rate of 1.2875 USD/CDN,
  our rate of exchange as of September 30, 2004. Interest is charged on the Debt
  Financing at HSBC's prime rate of interest plus 1.50% . The funds obtained through
  the Debt Financing are being used by us as working capital. Stated in U.S. dollars,
  as of September 30, 2004, there was $360,997 still outstanding on the Debt Financing.

The working capital loan from HSBC is repayable upon demand,
  however HSBC has allowed us to amortize the schedule of repayments over a period
  of 5 years. According to this schedule, of the approximately $360,997 still
  outstanding, approximately $64,432 is payable within the next 12 month's. However,
  because HSBC may demand repayment in full at any time, the full amount of the
  debt financing has been classified as a current liability.

|Cash Flows                            |                                |          |   |   |         |  
|------------------------------------- | ------------------------------ | -------- | - | - | ------- | -
|                                      | Nine Months Ended September 30 |         
|                                      |                                | 2004     |   |   | 2003    |  
|Net Cash used in Operating Activities | $                              | (342,611 | ) | $ | (78,530 | )
|Net Cash used in Investing Activities |                                | (6,361   | ) |   | (8,485  | )
|Net Cash used in Financing Activities |                                | 357,848  |   |   | 62,074  |  
|Net Decrease in Cash During Period    | $                              | (258     | ) | $ | (44,344 | )

8

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Cash provided by financing activities for the quarter consisted
  of proceeds from the Debt Financing acquired from HSBC, notes payable and advances
  from related parties. These funds were utilized in their entirety as working
  capital.

We anticipate that we will require financing in the amount
  of $5,000,000 in order to fund our plan of operations over the next twelve months,
  as discussed above under "Plan of Operations." In addition, we anticipate that
  we will continue to require additional financing to fund the Forge/Ignite Business
  which continues to consume more cash in operating activities than is generated.
  We plan to pursue additional bank debt and equity financings through private
  placements of our common stock or common stock and share purchase warrants in
  order to raise the funds necessary to enable us to pursue our plan of operations
  for the next twelve months. We do not have any arrangements in place for equity
  financing and there is no assurance that any equity financing will be achieved.
  If equity financing is achieved, then it is anticipated that existing shareholders
  will suffer dilution.

In addition to the Debt Financing from HSBC, we have sustained
  our operations to date with advances by one of our principal stockholders and
  these funds have been applied to finance our current operations. Our ability
  to meet our current obligations is dependent upon continued advances from this
  stockholder, upon our ability to increase our revenues while maintaining expenses
  and our ability to achieve additional financing. If we are unable to meet our
  current obligations, we may be forced to significantly scale back our business
  operations with the result that our ability to earn revenues and achieve profitability
  may be adversely affected.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that
  have or are reasonably likely to have a current or future effect on our financial
  condition, changes in financial condition, revenues or expenses, results of
  operations, liquidity, capital expenditures or capital resources that is material
  to stockholders.

|ITEM 3. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management
  carried out an evaluation, under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, of the effectiveness
  of the design and operation of our disclosure controls and procedures (as defined
  in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
  our Chief Executive Officer and Chief Financial Officer has concluded that our
  disclosure controls and procedures are, as of the date covered by this Quarterly
  Report, effective to ensure that the information required to be disclosed by
  us in the reports that we file or submit under the Exchange Act is recorded,
  processed, summarized and reported within the time periods specified in the
  SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during our last fiscal quarter, our Chief Executive Officer and Chief Financial
  Officer has determined that there have been no changes to our internal controls
  over financial reporting that has materially affected, or is reasonably likely
  to materially effect, our internal controls over financial reporting.

9

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PART II - OTHER INFORMATION

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

Proposed Business Combination.

In our Quarterly Report on Form 10-QSB for the period ended
  June 30, 2004, filed with the SEC on August 13, 2004, we disclosed that we were
  in discussions regarding a possible business combination. These discussions
  have been terminated and we have no plans to resume discussions with respect
  to this proposed business combination.

Reports on Form 8-K.

We have not filed any Current Reports on Form 8-K during our
  fiscal quarter ended September 30, 2004 and we have not filed any Current Reports
  on Form 8-K since September 30, 2004.

|ITEM 6. | EXHIBITS
|------- | --------

Exhibits and Index of Exhibits Required By Item 601 of Regulation S-B.

|Exhibit |  |                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                
|        |  |                                                                                                                                                                                                       
|3.1     |  | Articles of Incorporation and Bylaws, as amended. (1)                                                                                                                                                 
|        |  |                                                                                                                                                                                                       
|10.1    |  | Exclusive License Agreement between Cryotherm, Inc. and Robert
      D. Hunt. (1)                                                                                                                     
|        |  |                                                                                                                                                                                                       
|10.2    |  | Letter Joint Projects, License and Consulting Agreement between
      Cryotherm, Inc. and Centripetal Dynamics, Inc. (1)                                                                              
|        |  |                                                                                                                                                                                                       
|10.3    |  | Letter Agreement between Encore Clean
        Energy, Inc. and Centripetal Dynamics, Inc. extending the terms of
        the Joint Projects, License and Consulting Agreement. (1)                    
|        |  |                                                                                                                                                                                                       
|10.4    |  | Purchase Agreement and Plan of Reorganization
        dated July 28, 2003 between Forge, Inc., Cryotherm, Inc. and the
        major shareholders of Cryotherm, Inc. (2)                              
|        |  |                                                                                                                                                                                                       
|10.5    |  | Amendment to Purchase Agreement and Plan
        of Reorganization dated August 25, 2003 between Forge, Inc., Cryotherm,
        Inc. and the major shareholders of Cryotherm, Inc. (3)               
|        |  |                                                                                                                                                                                                       
|10.6    |  | Line of Credit By Way of Current Account
        Overdraft Agreement dated April 14, 2004 between HSBC Bank Canada
        and Ignite Communications Inc. (4)                                         
|        |  |                                                                                                                                                                                                       
|10.7    |  | Demand Promissory Note issued by Ignite Communications Inc.
      in favor of HSBC Bank Canada. (4)                                                                                                   
|        |  |                                                                                                                                                                                                       
|10.8    |  | General Security Agreement dated April 14, 2004 between HSBC
      Bank Canada and Ignite Communications Inc. (4)                                                                                     
|        |  |                                                                                                                                                                                                       
|14.1    |  | Code of Ethics.(1)                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                       
|21.1    |  | List of Subsidiaries. (1)                                                                                                                                                                             
|        |  |                                                                                                                                                                                                       
|31.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.                                                       
|        |  |                                                                                                                                                                                                       
|32.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.

|(1) | Previously filed as exhibits to our Annual Report
        on Form 10-KSB, filed with the SEC on May 17, 2004, except for our bylaws,
        which were previously filed as an exhibit to our Current Report on Form
        8-K, filed with the SEC on May 13, 2002.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

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|(2) | Previously filed as an exhibit to our Current Report on Form 8-K filed
      with the SEC on August 1, 2003.      
|--- | ------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                   
|(3) | Previously filed as an exhibit to our Current Report on Form 8-K filed
      with the SEC on October 15, 2003.    
|    |                                                                                                                   
|(4) | Previously filed as an exhibit to our Quarterly Report on Form 10-QSB
      filed with the SEC on August 13, 2004.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act,
  the Registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                        | ENCORE CLEAN ENERGY, INC.
|----------------------- | -------------------------
|                        |                          
|Date: November 22, 2004 | By:                      
|                        |                          
|                        |                          
|                        |                          

11

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