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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

**March 31, 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 Street Vancouver, British Columbia 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. x  Yes
  ** ̈********** No

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: June 11, 2004:
  12,806,775 shares of common stock, $.001 par value per share.

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

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIES
  FORM 10-QSB 
  QUARTERLY PERIOD ENDED MARCH 31, 2004
  INDEX

|                                                                                                                                       | Page
|-------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                       |     
|PART I - FINANCIAL INFORMATION                                                                                                         |     
|                                                                                                                                       |     
|Item 1 - Financial Statements                                                                                                          | 3   
|                                                                                                                                       |     
|Consolidated Balance Sheets
      As of March 31, 2004 (Unaudited) and December 31, 2003                                               | 4   
|                                                                                                                                       |     
|Consolidated Statements of
      Operations and Deficit (Unaudited) For the Three Months Ended March 31,
      2004 and March 31, 2003 | 5   
|                                                                                                                                       |     
|Consolidated Statements of
      Cash Flows (Unaudited) For the Three Months Ended March 31, 2004 and
      March 31, 2003             | 6   
|                                                                                                                                       |     
|Notes to Unaudited Consolidated
      Financial Statements                                                                             | 7   
|                                                                                                                                       |     
|Item 2 - Management's Discussion
      and Analysis of Financial Condition and Results of Operations                                   | 10  
|                                                                                                                                       |     
|Item 3 - Controls and Procedures                                                                                                       | 19  
|                                                                                                                                       |     
|PART II - OTHER INFORMATION                                                                                                            |     
|                                                                                                                                       |     
|Item 1 - Legal Proceedings                                                                                                             | 20  
|Item 2 - Changes in Securities
      and Use of Proceeds                                                                               | 20  
|Item 3 - Defaults Upon Senior
      Securities                                                                                         | 20  
|Item 4 - Submission of Matters
      to a Vote of Security Holders                                                                     | 20  
|Item 5 - Other Transactions                                                                                                            | 21  
|Item 6 - Exhibits and Reports
      on Form 8-K                                                                                        | 21  
|                                                                                                                                       |     
|Signatures                                                                                                                             | 22  

2

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PART I.             FINANCIAL
  INFORMATION

ITEM 1.             FINANCIAL
  STATEMENTS







Unaudited Consolidated Financial Statements of

Encore Clean Energy, Inc.
  (Formerly Forge, Inc.)

Quarter ended March 31, 2004 and 2003







3

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

March 31, 2004 and December 31, 2003

|                                                      |   | March 31,  |   |   | December 31, |  
|----------------------------------------------------- | - | ---------- | - | - | ------------ | -
|                                                      |   | 2004       |   |   | 2003         |  
|                                                      |   |            |   |   |              |  
|Assets                                                |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|Current assets:                                       |   |            |   |   |              |  
|Cash and cash equivalents                             | $ | 12,694     |   | $ | 335          |  
|Accounts receivable                                   |   | 268,148    |   |   | 110,613      |  
|Prepaid
      expenses                                |   | 8,329      |   |   | 8,336        |  
|                                                      |   | 289,171    |   |   | 119,284      |  
|Property and equipment, less accumulated depreciation |   | 76,463     |   |   | 82,986       |  
|Technology and other intangible assets                |   | 2,322,167  |   |   | 2,133,340    |  
|                                                      |   |            |   |   |              |  
|                                                      | $ | 2,687,801  |   | $ | 2,335,610    |  
|                                                      |   |            |   |   |              |  
|Liabilities and Stockholders' Deficit                 |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|Current liabilities:                                  |   |            |   |   |              |  
|Bank indebtedness                                     | $ | 66,259     |   | $ | 82,447       |  
|Accounts payable and accrued
      liabilities        |   | 1,801,153  |   |   | 1,664,907    |  
|Notes payable - current
      portion                 |   | 286,260    |   |   | 210,000      |  
|Lease
      obligation - current portion              |   | 3,028      |   |   | 4,967        |  
|                                                      |   | 2,156,700  |   |   | 1,962,321    |  
|                                                      |   |            |   |   |              |  
|Due to related parties                                |   | 996,284    |   |   | 901,647      |  
|Total liabilities                                     |   | 3,152,984  |   |   | 2,863,968    |  
|                                                      |   |            |   |   |              |  
|Stockholders' deficit:                                |   |            |   |   |              |  
|Common stock                                          |   | 12,807     |   |   | 12,618       |  
|Additional paid-in capital                            |   | 6,103,768  |   |   | 5,802,498    |  
|Deficit                                               |   | (6,260,644 | ) |   | (6,012,058   | )
|Accumulated
      other comprehensive income (loss)   |   | (321,114   | ) |   | (331,416     | )
|Total stockholders' deficit                           |   | (465,183   | ) |   | (528,358     | )
|                                                      |   |            |   |   |              |  
|                                                      | $ | 2,687,801  |   | $ | 2,335,610    |  

4

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Encore Clean Energy, Inc.
  (Formerly Forge, Inc.)
  Consolidated Statements of Operations 
  (expressed in United States dollars)

Three months ended March 31, 2004 and 2003

|                                                      |   | March 31,  |   |   | March 31,  |  
|----------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                      |   | 2004       |   |   | 2003       |  
|                                                      |   |            |   |   |            |  
|Revenue                                               | $ | 627,382    |   | $ | 978,600    |  
|                                                      |   |            |   |   |            |  
|Cost of revenue                                       |   | (341,262   | ) |   | (721,138   | )
|Gross profit                                          |   | 286,120    |   |   | 257,462    |  
|                                                      |   |            |   |   |            |  
|Operating expenses:                                   |   |            |   |   |            |  
|Depreciation                                          |   | 7,142      |   |   | 5,548      |  
|Remuneration                                          |   | 182,788    |   |   | 162,059    |  
|Legal and accounting                                  |   | 60,806     |   |   | 13,748     |  
|Consulting fees and computer
      services           |   | 106,115    |   |   | 13,752     |  
|Phones and utilities                                  |   | 5,706      |   |   | 4,353      |  
|Rent                                                  |   | 41,179     |   |   | 23,574     |  
|Advertising and promotion                             |   | 3,360      |   |   | 1,202      |  
|Other
      selling, general and administrative       |   | 16,051     |   |   | 20,900     |  
|                                                      |   | 423,147    |   |   | 245,136    |  
|                                                      |   |            |   |   |            |  
|(Loss) income from operations                         |   | (137,027   | ) |   | 12,327     |  
|                                                      |   |            |   |   |            |  
|Other expense:                                        |   |            |   |   |            |  
|Interest
      expense                                |   | (111,559   | ) |   | (11,521    | )
|                                                      |   |            |   |   |            |  
|Net (loss) income                                     |   | (248,586   | ) |   | 806        |  
|                                                      |   |            |   |   |            |  
|Deficit, beginning of period                          |   | (6,012,058 | ) |   | (5,238,895 | )
|                                                      |   |            |   |   |            |  
|Deficit, end of period                                | $ | (6,260,644 | ) | $ | (5,238,089 | )
|                                                      |   |            |   |   |            |  
|Net income (loss) per common share, basic and diluted | $ | 0.00       |   | $ | 0.00       |  
|                                                      |   |            |   |   |            |  
|Weighted average common shares outstanding,           |   |            |   |   |            |  
|basic
      and diluted                               |   | 12,693     |   |   | 519,751    |  

5

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Encore Clean Energy, Inc.
  (Formerly Forge, Inc.)
  Consolidated Statements of Cash Flows 
  (expressed in United States dollars)

Three month ended March 31, 2004 and 2003

|                                                   |   | March 31, |   |   | March 31, |  
|-------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                   |   | 2004      |   |   | 2003      |  
|                                                   |   |           |   |   |           |  
|Cash provided by (used in):                        |   |           |   |   |           |  
|                                                   |   |           |   |   |           |  
|Operations:                                        |   |           |   |   |           |  
|Net (loss) income                                  | $ | (248,586  | ) | $ | 806       |  
|Items not involving cash:                          |   |           |   |   |           |  
|Depreciation                                       |   | 7,142     |   |   | 5,548     |  
|Stock compensation                                 |   | 112,632   |   |   | -         |  
|Changes in operating assets
      and liabilities: |   |           |   |   |           |  
|Change in accounts receivable                      |   | (158,152  | ) |   | 95,938    |  
|Change in prepaid expenses                         |   | (116      | ) |   | (5,597    | )
|Change in accounts payable and accrued liabilities |   | 160,005   |   |   | 249,121   |  
|Decrease in unearned revenue                       |   | -         |   |   | (478,212  | )
|Decrease in accrued salaries                       |   | -         |   |   | (4,149    | )
|Net cash used in operating
      activities        |   | (127,075  | ) |   | (136,546  | )
|                                                   |   |           |   |   |           |  
|Cash flows used in investing activities:           |   |           |   |   |           |  
|Purchase
      of property and equipment           |   | (619      | ) |   | (3,945    | )
|Net cash used in investing
      activities        |   | (619      | ) |   | (3,945    | )
|                                                   |   |           |   |   |           |  
|Cash flows from financing activities:              |   |           |   |   |           |  
|Repayment of lease obligation                      |   | (1,939    | ) |   | (897      | )
|Repayment of loan payable                          |   | -         |   |   | (75,166   | )
|Repayment of bank indebtedness                     |   | (16,188   | ) |   | -         |  
|Proceeds from notes payable                        |   | 76,260    |   |   | 2,264     |  
|Proceeds
      from advances from related parties  |   | 94,637    |   |   | 218,293   |  
|Net cash provided by financing
      activities    |   | 152,770   |   |   | 144,494   |  
|                                                   |   |           |   |   |           |  
|Effect of exchange rate changes on
      cash      |   | (12,717   | ) |   | (19,681   | )
|Increase in cash and cash equivalents              |   | 12,359    |   |   | (15,677   | )
|                                                   |   |           |   |   |           |  
|Cash and cash equivalents, beginning
      of year |   | 335       |   |   | 50,537    |  
|                                                   |   |           |   |   |           |  
|Cash and cash equivalents, end of
      year       | $ | 12,694    |   | $ | 34,860    |  
|                                                   |   |           |   |   |           |  
|Supplementary information:                         |   |           |   |   |           |  
|Interest paid                                      | $ | 22,455    |   | $ | 7,386     |  
|Income
      taxes paid                            |   | -         |   |   | -         |  

6

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 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 first quarter ending
  March 31, 2004 and has sustained negative cash flows from operations since its
  inception. At March 31, 2004, the Company has negative working capital of $1,867,529.
  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.

7

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2004

3. Basis
  of Presentation:


The unaudited consolidated financial statements of the Company
  at March 31, 2004 and for the three 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
  three months ended March 31, 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, and gives retroactive effect to the shares issued on the
  recapitalization described in note 1. 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.

8

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2004

6.             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:



|                                                                                     | 2004       | 2003       
|------------------------------------------------------------------------------------ | ---------- | -----------
|Net (Income) / Loss                                                                  | $  248,586 | $     (806)
|Other Comprehensive (Income) / Loss:  
      Foreign Currency Translation Adjustment | 10,302     | 99,190     
|Comprehensive Loss                                                                   | $  258,558 | $  98,384  

9

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

INTRODUCTION


During the fourth quarter of our 2003 fiscal year, we acquired
  a 100% interest in 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").                                                                                                                                                                                                                                      

10

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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)                                                                                                                                                                                                                                                                                                                                                                                                                                      

11

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| | (g) | Pursue strategic acquisitions and alliances to access
        new geographic markets and to add complimentary services.
| | --- | -----------------------------------------------------------------------------------------------------------------------

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 significant financial resources. Accordingly, we will
  require substantial financing in order to fund our plan of operations. We anticipate
  that any financing will likely be in the form of equity financing as substantial
  debt financing will not be as available at this stage of our business.

Currently, we do not have any financing arrangements in place
  and there is no assurance that we will be able to achieve sufficient financing
  required to proceed 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. The 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.

|Results of Operations |                                   |  |           |  |               | 
|--------------------- | --------------------------------- |  | --------- |  | ------------- | 
|                      | Three
      Months Ended March 31 | 
|                      |                                   |  |           |  | Percentage    | 
|                      | 2004                              |  | 2003      |  | Inc. / (Dec.) | 
|Revenue               | $627,382                          |  | $978,600  |  | (35.9%)       | 
|Cost of Revenue       | (341,262)                         |  | (721,138) |  | (52.7%)       | 
|Expenses              | (534,706)                         |  | (256,657) |  | 108.3%        | 
|Net Income (Loss)     | ($248,586)                        |  | $806      |  | (30,941.9%)   | 

Revenue

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 first
  fiscal quarter of 2003 is due to one of our major clients delaying their 2004
  marketing and advertising campaigns until the Spring/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.

12

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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.

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 first fiscal quarter of 2003 corresponds to the decrease
  in our revenue.

Operating Expenses


Our operating expenses have increased to $423,147 for the
  quarter ended March 31, 2004 from $245,136 for the quarter ended March 31, 2003,
  an increase of $178,011 or 72.6% . The increase to our operating expenses reflects
  the additional costs associated with the development and commercialization of
  our clean energy technologies for the Encore Business.

The primary component of our operating expenses continues
  to be salary costs. Remuneration has increased to $182,785 for the quarter ended
  March 31, 2004 from $162,059 for the quarter ended March 31, 2003 due to the
  addition of a staff member, various employee raises and an increase in our benefit
  plan.

Our legal and accounting expenses have increased to $60,806
  for the quarter ended March 31, 2004 from $13,748 for the quarter ended March
  31, 2004. The increase in legal and accounting expenses is associated with completing
  our obligations with respect to the acquisition of Cryotherm as well as an increased
  need for legal patent advice with respect to the Encore Business.

Consulting fees and computers services increased to $106,115
  for the quarter ended March 31, 2004 from $13,752 for the quarter ended March
  31, 2003. The increase in consulting fees and computer services were primarily
  the result of additional consulting costs associated with the development of
  our clean energy technologies for the Encore Business.

Our rent increased to $41,179 for the quarter ended March
  31, 2004 from $23,574 for the quarter ended March 31, 2003. This increase is
  a result of moving our business offices.

Our interest expenses increased to $111,559 for the quarter
  ended March 31, 2004 from $11,521 for the quarter ended March 31, 2003. The
  increase in interest expense is primarily attributable to an increase in advances
  by related parties and to loans received and paid during the first quarter.

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Liquidity and Capital Resources

|Working Capital         |                  |  |                  |  |               | 
|----------------------- | ---------------- |  | ---------------- |  | ------------- | 
|                        |                  |  |                  |  | Percentage    | 
|                        | At Mar. 31, 2004 |  | At Dec. 31, 2003 |  | Inc. / (Dec.) | 
|Current Assets          | $289,171         |  | $119,284         |  | 142%          | 
|Current Liabilities     | (2,156,700)      |  | (1,962,321)      |  | 9.9%          | 
|Working Capital Deficit | ($1,867,529)     |  | ($1,843,037)     |  | 1.3%          | 

The increase in our current assets is primarily attributable
  to an increase in accounts receivable.

The increase in our current liabilities is primarily attributable
  to increased spending as a result of our Encore Business segment for the development
  of our clean energy technologies and also due to our acquisition of Cryotherm.

|Cash Flows                                    |                                   |  |            | 
|--------------------------------------------- | --------------------------------- |  | ---------- | 
|                                              | Three Months Ended
      March 31 | 
|                                              | 2004                              |  | 2003       | 
|Net Cash from (used in) Operating Activities  | ($127,075)                        |  | ($136,545) | 
|Net Cash from (used in) Investing Activities  | (619)                             |  | (3,945)    | 
|Net Cash from Financing Activities            | 152,770                           |  | 144,494    | 
|Net Increase (decrease) in Cash During Period | $12,359                           |  | ($15,677)  | 

Cash provided by financing activities for the quarter consisted
  of proceeds from 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 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
  financings 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.

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 shareholder, 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, then 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.

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Risks and Uncertainties Related to the Encore Business

The Encore Business Will Incur Losses And May Never Achieve
  Profitability

We do not expect the Encore Business to achieve profitability
  in the near future and we expect to incur substantial operating losses for at
  least the next eighteen months. If we are unable to develop a significant revenue
  stream or if expenses are larger than expected, the Encore Business may never
  become profitable. We anticipate substantial expenditures in a number of areas,
  including:

development and commercialization of prototypes;
    public demonstration of prototypes;
    marketing and promotion of the Encore Products, including building recognition
      of the Encorename;
    establishing an operating infrastructure, including management and administrative
      personnel.


In addition, as a result of the lack of an operating history,
  the emerging nature of the clean energy market and the unproven nature of our
  clean energy business model, we are unable to accurately forecast revenue for
  the Encore Business. We will incur operating expenses based predominantly on
  operating plans and estimates of future revenue. We may be unable to adjust
  spending in a timely manner to compensate for any unexpected revenue shortfalls.

Accordingly, a failure to meet revenue projections would have
  an immediate and negative impact on our ability to achieve profitability.

Liquidity and Future Operations


Our plan of operations calls for significant expenses in connection
  with the development of our Encore Products. Our current operating funds and
  revenues are insignificant compared to the funding required to complete our
  plan of operations which will require an estimated $5,000,000 to be spent over
  the next 12 months developing and marketing prototypes of our Encore Products
  in order to accomplish our goals. As of March 31, 2004, we had cash in the amount
  of $12,694 and a working capital deficit of $1,867,529. Our ability to meet
  our obligations in the ordinary course of our operations is dependent on our
  ability to establish profitable operations and positive cash flows from operating
  activities or to obtain additional funding through public or private equity
  financing, debt collaborative or other arrangements.

We will also require additional financing if the costs of
  developing our Encore Products are greater than anticipated. There is no assurance
  that actual cash requirements will not exceed our estimates. In particular,
  additional capital may be required in the event that:

we incur unexpected costs in completing the development of a prototype
      of one of our products orencounter any unexpected technical or other difficulties;
    we incur delays and additional expenses as a result of technology failure;
    we are unable to create a substantial market for our products; or
    we incur any significant unanticipated expenses.


We are working to obtain sufficient working capital from external
  sources in order to continue operations and meet our plan of operations. There
  is however, no assurance that the aforementioned events, including the receipt
  of additional funding, will occur or be successful. Failure to generate sufficient
  cash flow will require us to amend or reduce our operations and could adversely
  affect our ability to meet our plan of operations.

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We May Not Be Able To Meet Our Obligations Under the Centripetal
  License Agreement

Our joint projects, license and consulting agreement (the
  "Centripetal License Agreement") with Centripetal Dynamics, Inc. ("Centripetal
  Dynamics") grants us exclusive rights to sell, market and distribute their TurboFlux
  engines and TurboFlux wind turbines in North America and the European Union
  for distributed power, cogeneration and waste heat recovery power generation
  applications. The Centripetal License Agreement calls for us to purchase all
  of the TurboFlux engines and wind turbines manufactured by Centripetal Dynamics
  in the initial 18 months of production once those products are available for
  sale. Our rights to the TurboFlux products beyond the initial 18 month period
  will be negotiated at a later date.

If we are unable to purchase all of the TurboFlux products
  or are unable to meet sales expectations of those products during this time,
  we may lose our license rights to these products. Even if we are able to meet
  our purchase and sales obligations under the Centripetal License Agreement,
  there is no assurance that we will be able to come to an agreement with Centripetal
  Dynamics on the terms upon which our rights to the TurboFlux products will be
  extended.

Risks Related To The Protection Of Intellectual Property
  Rights

Ownership of patent applications of the Cryotherm technologies
  invented by Robert Hunt resides with Mr. Hunt, who has licensed worldwide exclusivity
  to make, use and sell products based on such patent applications to us in consideration
  of license fees and royalties. We are relying on the patent applications of
  Mr. Hunt to protect our core technologies and products from competition.

We cannot assure investors that pending or future patent applications
  will result in the granting of patents or that any issued patents will not be
  invalidated, circumvented or challenged. A portion of our proprietary technology
  depends upon unpatented trade secrets and know-how. Without patent protection
  we would be vulnerable to competition from third parties who could develop competing
  products through reverse engineering. Also, where we do not have patent protection,
  competitors may independently develop substantially equivalent technology or
  otherwise gain access to our trade secrets, know-how or other proprietary information.

Our Product Development Program May Not Be Successful

Once we complete development of our prototypes there is no
  assurance that our prototypes will work as expected. In the event we successfully
  develop a prototype, there is no assurance that we will be able to manufacture
  the prototype at a reasonable cost. Even if we are able to manufacture the prototype
  at a reasonable cost, there is no assurance that the price of our Encore Products
  will not be excessive, precluding the product from generating sufficient market
  acceptance. As such, there is no assurance that we will be able to successfully
  develop and commercialize the Encore Products.

A Market For The Encore Products And Services May Not Develop
  Or We May Be Unable To Achieve Market Acceptance

Our technologies and products represent an emerging market,
  and we are unable to provide assurances that our targeted customers and markets
  will accept our technologies or will purchase our products and services in sufficient
  quantities to achieve profitability. If a significant market fails to develop
  or develops more slowly than we anticipate, we may be unable to recover the
  losses incurred to develop products, we may be unable to meet our operational
  expenses and we may be unable to achieve profitability. The development of a
  suitable market for our technologies and products may be impacted by many factors
  which are out of our control, including:

16

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- the cost competitiveness of our products and services;
- the cost and availability of alternative products and
      services;
- customer reluctance to try new products or services;
- regulatory requirements; and
- the emergence of newer, more competitive technologies
      and products.

The Encore Business Is Dependent On Key Personnel and Sub-Contractors

The success of the Encore Business depends on the abilities
  and continued participation of key personnel such as inventor Robert Hunt, who
  has been instrumental in bringing several of our technologies to their present
  state of development. The loss of Mr. Hunt's services could hamper the successful
  development of our new technologies and products. We do not have "key man" life
  insurance on Mr. Hunt and have no plans to obtain such insurance. Our success
  also depends on our ability to attract and retain additional skilled employees,
  vendors and sub-contractors, who can bring our patents-pending designs to market.

We intend to rely in the near term upon sub-contractors and
  suppliers for a significant portion of our current and proposed products. The
  inability of sub-contractors and suppliers to meet their obligations may affect
  our ability to develop and deliver products on a timely and competitive basis.

Our success in the next few years is significantly dependent
  upon the abilities of our management. The determination of employee compensation
  is in control of the Board of Directors of the Company. The loss of the services
  of any one or more of our key employees or contractees could adversely affect
  us to a substantial degree.

Limited Experience of Management


Although our management collectively has significant business
  experience, most of our current officers and directors have limited experience
  with the clean energy business in particular. There is no assurance that we
  have or will acquire the skills necessary to enable the Encore Business to be
  profitable

We Have A Limited Operating History


We have only recently moved into the clean energy business
  and we have limited experience operating in this business. We will need to generate
  significant revenues to achieve profitability, which may not occur. Our limited
  operating history makes it difficult to forecast future operating results. We
  expect operating expenses to increase as a result of the further implementation
  of our business plan. Even if we achieve profitability, we may be unable to
  sustain or increase profitability on a quarterly or annual basis in the future.
  It is possible that we will never achieve profitability.

Risks and Uncertainties Related to the Forge/Ignite Business

Our Existing Ignite And Forge Client Base Is Concentrated
  And The Loss Of A Major Client Would Be Difficult To Replace

Three advertising clients currently account for over 60% of
  our revenues. The loss of any of these clients would significantly damage our
  revenue base and opportunities for growth. We cannot guarantee that these clients
  will remain with us or that we will be able to access new clients to replace
  them.

17

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Competition For Internet Advertising And Direct Marketing
  Is Intense And Could Adversely Affect Our Business.

The market for internet advertising and direct marketing is
  intensely competitive, rapidly changing and highly fragmented. With no significant
  barriers to entry and increasing attention being placed on the internet as a
  means of advertising and direct marketing, we expect that competition will continue
  to increase in the near term. Our ability to compete and generate revenue from
  businesses will depend on our skill in utilizing our expertise in electronic
  direct marketing technology to provide superior strategies and execution.

As we expand the scope of our advertising product and service
  offerings, we may compete with a greater number of media companies across a
  wide range of advertising and direct marketing services. Many of these companies
  have greater name recognition, longer operating histories, larger customer bases
  and significantly greater financial, technical, marketing, public relations,
  sales, distribution and other resources than we do. In addition, current and
  potential competitors have established or may establish cooperative relationships
  among themselves or with third parties to increase the ability of their products
  or services to address the needs of our prospective advertisers and advertising
  agency customers. As a result, we may not be able to compete effectively and
  competitive pressures may result in price reductions, reduced gross margins
  and an inability to gain market share.

Failure To Safeguard Member Privacy Could Affect The Ignite
  And Forge Reputations Among Consumers.

An important feature of the Ignite/Forge advertising and marketing
  strategies is our ability to capture list member profiles on behalf of our clients.
  Security and privacy concerns may cause consumers to resist providing the personal
  data necessary to support this profiling capability. Usage of our marketing
  program could decline if any well-publicized compromise of security occurred.
  As a result of these security and privacy concerns, we may incur significant
  costs to protect against the threat of security breaches or to alleviate problems
  caused by such breaches.

For Ignite And Forge To Remain Competitive, We Must Keep
  Pace With Technological Changes In Our Industry

The internet and our market are characterized by rapidly changing
  technologies, frequent new product and service introductions, short development
  cycles, evolving industry standards and intense competition. We must adapt to
  rapidly changing technologies by maintaining and improving the performance features
  and reliability of our services. We may experience technical difficulties that
  could impact the operation of existing systems or delay the successful development,
  introduction or marketing of new products and services.

Continued Development And Use Of The Internet Infrastructure
  Is Critical To Ignite And Forge's Ability To Offer Our Services

We depend heavily on third-party providers of internet and
  related telecommunication services to operate our online direct marketing service.
  Internet service providers have experienced significant outages in the past,
  and could experience outages, delays and other difficulties due to system failures
  unrelated to our systems. If outages or delays occur frequently in the future,
  internet usage and the usage of our products and services, could grow more slowly
  or decline. If internet usage grows, the internet infrastructure may not be
  able to support the demands placed on it by this growth and its performance
  and reliability may decline.

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Government Regulation And The Legal Uncertainties Of Doing
  Business On The Internet Could Negatively Impact The Forge/Ignite Business

Laws and regulations that apply to internet communications,
  commerce and advertising are becoming more prevalent. These regulations could
  affect the cost of communicating on the internet and negatively affect the demand
  for our direct marketing solutions or otherwise harm our business. Laws and
  regulations may be adopted covering issues such as user privacy, pricing, libel,
  acceptable content, taxation and quality of products and services. This legislation
  could hinder growth in the use of the Internet generally and decrease the acceptance
  of the Internet as a communications, commercial and direct marketing medium.

The laws governing the internet remain largely unsettled,
  even in areas where there has been some legislative action. It may take years
  to determine whether and how existing laws apply to the internet and internet
  advertising. In addition, the growth and development of the market for Internet
  commerce may prompt calls for more stringent consumer protection laws, both
  in the United States and abroad. This may impose additional burdens on companies
  conducting business over the Internet.

The Forge/Ignite Business Is Dependent on Key Personnel

The success of our Forge/Ignite Business depends on the abilities
  and continued participation of key personnel. The loss of any of our key employees,
  consultants or sub-contractors could hamper the development and continued operation
  of our Forge/Ignite Business and could have a substantial adverse affect on
  the Company as a whole.

Ignite And Forge Have Limited Operating Histories


We have a limited operating history of 4 years upon which
  to evaluate our business strategies and performance. Our limited operating history
  makes it difficult to forecast future operating results. We cannot be certain
  that revenues will increase at a rate sufficient to achieve and maintain profitability.
  Even if we were to achieve profitability in any period, we might fail to sustain
  or increase that profitability on a quarterly or annual basis.

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.

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness
  of the design and operation of our disclosure controls and procedures as of
  March 31, 2004, being the date of our most recently completed fiscal quarter.
  This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer and Chief Financial Officer, Mr. Daniel Hunter.
  Based upon that evaluation, our Chief Executive Officer and Chief Financial
  Officer concluded that our disclosure controls and procedures are effective
  in timely alerting management to material information relating to us required
  to be included in our periodic SEC filings. There have been no significant changes
  in our internal controls or in other factors that could significantly affect
  internal controls subsequent to the date we carried out our evaluation.

19

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Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended March
  31, 2004, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's board of directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

| | (1) | Pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and dispositions
        of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) | Provide reasonable assurance that transactions are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and expenditures of the registrant are being made only in accordance with
        authorizations of management and directors of the registrant; and
|
| | (3) | Provide reasonable assurance regarding prevention
        or timely detection of unauthorized acquisition, use or disposition of
        the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          
|

PART II - OTHER INFORMATION

ITEM 1.             LEGAL
  PROCEEDINGS.

None.

ITEM 2.             CHANGES
  IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.             DEFAULTS
  UPON SENIOR SECURITIES.

None.

ITEM 4.             SUBMISSION
  OF MATTERS TO VOTE OF SECURITY HOLDERS.

None.

20

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ITEM 5.             OTHER
  INFORMATION.

None.

ITEM 6.             EXHIBITS
  AND REPORTS ON FORM 8-K.

(a)             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)
|              
|14.1           |  | Code of Ethics (1)                                                                                                                                                                     
|              
|21.1           |  | List of Subsidiaries (1)                                                                                                                                                               
|              
|31.1           |  | Certification of Chief
        Executive Officer and Chief Financial Officer as adopted pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002                              
|              
|32.1           |  | Certification of Chief
        Executive Officer and Chief Financial Officer 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(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                                                                                                                                                      

(b)             Current
  Reports On Form 8-K.

We have not filed any Current Reports on Form 8-K during our fiscal quarter
  ended March 31, 2004 and we have not filed any Current Reports on Form 8-K since
  March 31, 2004.

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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.
|--------------------- | -------------------------
|                      |                          
|                      |                          
|Dated:  June 15, 2004 | By:                      
|                      |                          
|                      |                          
|                      |                          

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