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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 March 31, 2005

 ̈  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 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 10, 2005: 13,386,975 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, 2005
  INDEX

|                                                                    |                                                                                               | Page
|------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ----
|                                                                    |                                                                                               |     
|PART I - FINANCIAL
      INFORMATION                                |                                                                                              
|                                                                    |                                                                                               |     
|Item 1                                                              | - Financial Statements                                                                        | 3   
|                                                                    |                                                                                               |     
|Consolidated Balance
      Sheets                                   |                                                                                              
|                                                                    | As of March 31, 2005 (Unaudited) and December
      31, 2004                                  | 4   
|Consolidated Statements
      of Operations and Deficit (Unaudited) |                                                                                              
|                                                                    | For the Three Months Ended March 31, 2005
      and March 31, 2004                            | 5   
|Consolidated Statements
      of Cash Flows (Unaudited)             |                                                                                              
|                                                                    | For the Three Months Ended March 31, 2005
      and March 31, 2004                            | 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                                                                     | 20  
|                                                                    |                                                                                               |     
|PART II - OTHER
      INFORMATION                                   |                                                                                              
|                                                                    |                                                                                               |     
|Item 1                                                              | - Legal Proceedings                                                                           | 21  
|Item 2                                                              | - Changes in Securities and Use of Proceeds                                                   | 21  
|Item 3                                                              | - Defaults Upon Senior Securities                                                             | 21  
|Item 4                                                              | - Submission of Matters to a Vote of Security
      Holders                                   | 21  
|Item 5                                                              | - Other Transactions                                                                          | 21  
|Item 6                                                              | - Exhibits and Reports on Form 8-K                                                            | 22  
|                                                                    |                                                                                               |     
|Signatures                                                          | 24                                                                                           

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 
  (expressed in United States dollars)

March 31, 2005 and December 31, 2004

|                                                      |   | March 31,   |   |   | December 31, |  
|----------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                      |   | 2005        |   |   | 2004         |  
|                                                      |   | (unaudited) |   |   |              |  
|                                                      |   |             |   |   |              |  
|Assets                                                |   |             |   |   |              |  
|                                                      |   |             |   |   |              |  
|Current assets:                                       |   |             |   |   |              |  
|Cash and cash equivalents                             | $ | 15,609      |   | $ | -            |  
|Accounts receivable                                   |   | 177,194     |   |   | 131,736      |  
|Prepaid expenses                                      |   | 20,140      |   |   | 12,915       |  
|                                                      |   | 212,943     |   |   | 144,651      |  
|Property and equipment, less accumulated depreciation |   | 66,832      |   |   | 68,432       |  
|                                                      |   |             |   |   |              |  
|                                                      | $ | 279,775     |   | $ | 213,083      |  
|                                                      |   |             |   |   |              |  
|Liabilities and Stockholders’ Deficit                 |   |             |   |   |              |  
|                                                      |   |             |   |   |              |  
|Current liabilities:                                  |   |             |   |   |              |  
|Bank indebtedness                                     | $ | -           |   | $ | 20,713       |  
|Accounts payable and accrued
      liabilities        |   | 1,830,246   |   |   | 1,920,650    |  
|Credit facility                                       |   | 352,596     |   |   | 371,688      |  
|Due to related parties -
      current portion        |   | 1,081,852   |   |   | 860,502      |  
|Capital lease obligation - current portion            |   | 7,941       |   |   | 8,478        |  
|                                                      |   | 3,272,635   |   |   | 3,182,031    |  
|                                                      |   |             |   |   |              |  
|Due to related parties                                |   | 1,149,854   |   |   | 961,503      |  
|Minority interest                                     |   | 50,000      |   |   | -            |  
|Capital lease obligations                             |   | 3,623       |   |   | 5,253        |  
|Total liabilities                                     |   | 4,476,112   |   |   | 4,148,787    |  
|                                                      |   |             |   |   |              |  
|Stockholders’ deficit:                                |   |             |   |   |              |  
|Common stock                                          |   | 13,387      |   |   | 13,007       |  
|Additional paid-in capital                            |   | 6,185,401   |   |   | 6,069,053    |  
|Deficit                                               |   | (9,920,511  | ) |   | (9,531,953   | )
|Accumulated other comprehensive loss                  |   | (474,614    | ) |   | (485,811     | )
|Total stockholders’ deficit                           |   | (4,196,337  | ) |   | (3,935,704   | )
|                                                      |   |             |   |   |              |  
|                                                      | $ | 279,775     |   | $ | 213,083      |  

See accompanying notes to the unaudited interim consolidated
  financial statements

4

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Encore Clean Energy, Inc.
  Unaudited consolidated Statements of Operations 
  (expressed in United States dollars)

Three months ended March 31, 2005 and 2004

|                                             |   | March 31,  |   |   | March 31,  |  
|-------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                             |   | 2005       |   |   | 2004       |  
|                                             |   |            |   |   |            |  
|Revenue                                      | $ | 547,034    |   | $ | 627,382    |  
|                                             |   |            |   |   |            |  
|Cost of revenue                              |   | (385,393   | ) |   | (341,262   | )
|Gross profit                                 |   | 161,641    |   |   | 286,120    |  
|                                             |   |            |   |   |            |  
|Operating expenses:                          |   |            |   |   |            |  
|Depreciation                                 |   | 5,843      |   |   | 7,142      |  
|Remuneration                                 |   | 161,761    |   |   | 182,788    |  
|Legal and accounting                         |   | 14,437     |   |   | 60,806     |  
|Consulting fees and computer
      services  |   | 208,379    |   |   | 166,115    |  
|Phones and utilities                         |   | 3,393      |   |   | 5,706      |  
|Rent                                         |   | 28,998     |   |   | 41,179     |  
|Advertising and promotion                    |   | 9,859      |   |   | 3,360      |  
|Other selling, general and administrative    |   | 25,993     |   |   | 16,051     |  
|                                             |   | 458,663    |   |   | 483,147    |  
|                                             |   |            |   |   |            |  
|Loss from operations                         |   | (297,022   | ) |   | (197,027   | )
|                                             |   |            |   |   |            |  
|Other expense:                               |   |            |   |   |            |  
|Interest expense                             |   | (91,536    | ) |   | (111,559   | )
|                                             |   |            |   |   |            |  
|Net loss                                     |   | (388,558   | ) |   | (308,586   | )
|                                             |   |            |   |   |            |  
|Deficit, beginning of period                 |   | (9,531,953 | ) |   | (6,152,058 | )
|                                             |   |            |   |   |            |  
|Deficit, end of period                       | $ | (9,920,511 | ) | $ | (6,460,644 | )
|                                             |   |            |   |   |            |  
|Net loss per common share, basic and diluted | $ | (0.03      | ) | $ | (0.02      | )
|                                             |   |            |   |   |            |  
|Weighted average common shares outstanding,  |   |            |   |   |            |  
|basic and diluted                            |   | 13,108,472 |   |   | 12,691,381 |  

See accompanying notes to the unaudited interim consolidated
  financial statements

5

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Encore Clean Energy, Inc.
  Unaudited consolidated Statements of Cash Flows
  (expressed in United States dollars)

Three months ended March 31, 2005 and 2004

|                                                                      |   | March 31, |   |   | March 31, |  
|--------------------------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                                      |   | 2005      |   |   | 2004      |  
|                                                                      |   |           |   |   |           |  
|Cash provided by (used in):                                           |   |           |   |   |           |  
|                                                                      |   |           |   |   |           |  
|Operations:                                                           |   |           |   |   |           |  
|Net loss                                                              | $ | (388,558  | ) | $ | (308,586  | )
|Items not involving cash:                                             |   |           |   |   |           |  
|Depreciation                                                          |   | 5,843     |   |   | 7,142     |  
|Stock compensation                                                    |   | 21,677    |   |   | 112,632   |  
|Common stock issued for services                                      |   | 45,050    |   |   | -         |  
|Changes in operating assets
      and liabilities:                    |   |           |   |   |           |  
|Accounts receivable                                                   |   | (45,458   | ) |   | (158,152  | )
|Prepaid expenses                                                      |   | 7,225     |   |   | (116      | )
|Accounts
      payable and accrued liabilities                        |   | (90,404   | ) |   | 160,005   |  
|Net cash used in operating
      activities                           |   | (444,625  | ) |   | (187,075  | )
|                                                                      |   |           |   |   |           |  
|Cash flows used in investing activities:                              |   |           |   |   |           |  
|Purchase of property and equipment                                    |   | (4,243    | ) |   | (619      | )
|Net cash used in investing
      activities                           |   | (4,243    | ) |   | (619      | )
|                                                                      |   |           |   |   |           |  
|Cash flows from financing activities:                                 |   |           |   |   |           |  
|Principal payments on obligations
      under capital leases          |   | (1,058    | ) |   | (1,939    | )
|Repayment of bank indebtedness                                        |   | (20,713   | ) |   | (16,188   | )
|Repayments of credit facility                                         |   | (19,092   | ) |   | -         |  
|Proceeds from notes payable                                           |   | -         |   |   | 136,260   |  
|Issuance of common stock
      of subsidiary to minority stockholders |   | 50,000    |   |   | -         |  
|Advances from related parties                                         |   | 409,701   |   |   | 94,637    |  
|Net cash provided by financing
      activities                       |   | 418,838   |   |   | 212,770   |  
|                                                                      |   |           |   |   |           |  
|Effect of exchange rate changes on cash                               |   | 45,639    |   |   | (12,717   | )
|Increase in cash and cash equivalents                                 |   | 15,609    |   |   | 12,359    |  
|                                                                      |   |           |   |   |           |  
|Cash and cash equivalents, beginning of year                          |   | -         |   |   | 335       |  
|                                                                      |   |           |   |   |           |  
|Cash and cash equivalents, end of year                                | $ | 15,609    |   | $ | 12,694    |  
|                                                                      |   |           |   |   |           |  
|Supplementary information:                                            |   |           |   |   |           |  
|Interest paid                                                         | $ | 58,139    |   | $ | 22,455    |  

See accompanying notes to the unaudited interim consolidated
  financial statements

6

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  Expressed in United States Dollars 
  March 31, 2005

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 subsidiary Ignite Communications Inc.

2. Liquidity
  and Future Operations:

The Company incurred a net loss in the first quarter ending
  March 31, 2005 and has sustained negative cash flows from operations since its
  inception. At March 31, 2005, the Company has negative working capital of $3,059,692.
  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 
  Expressed in United States Dollars 
  March 31, 2005

3. Basis
  of Presentation:

The unaudited consolidated financial statements of the Company
  at March 31, 2005 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 2005 are
  consistent with those used in fiscal 2004. The results of operations for the
  three months ended March 31, 2005 are not necessarily indicative of the results
  for the entire fiscal year ending December 31, 2005. These interim financial
  statements should be read in conjunction with the financial statements for the
  fiscal year ended December 31, 2004 and the notes thereto included in Annual
  Report on Form 10-KSB.

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 all outstanding options or warrants would be anti-dilutive.

8

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ENCORE CLEAN ENERGY, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  Expressed in United States Dollars 
  March 31, 2005

6.Related
  Party

During the quarter the Company obtained financing from related
  parties totaling $387,380 (CDN $396,000 and USD $60,000) with no
  fixed terms of repayment.

7.                 Comprehensive
  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:

|                                                                          | 2005     | 2004    
|------------------------------------------------------------------------- | -------- | --------
|Net Loss                                                                  | $388,558 | $308,586
|Other Comprehensive Loss:  
      Foreign Currency Translation Adjustment | (11,197) | 10,302  
|Comprehensive Loss                                                        | $377,361 | $318,888

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". 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 operation for the next 12 months, our results of operations for the three
  months ended March 31, 2005 and changes in our financial condition from December
  31, 2004. This discussion should be read in conjunction with the Management’s
  Discussion and Analysis or Plan of Operation included in our Annual Report on
  Form 10-KSB for the year ended December 31, 2004.

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.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | The Ignite Business: Prior to our acquisition
        of Cryotherm, our primary business was the 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 subsidiary, Ignite Communications Inc. (“Ignite”).                                                           

PLAN OF OPERATION

Our plan of operation for the next twelve months includes
  the following elements:

|1. | We will continue the research and development of
        our Encore Products. Initially we plan to focus on the continuing development
        and commercialization of the HeatSeekerTMwaste heat recovery
        unit, the EliminatorTMRankine Cycle liquid pump elimination
        process, the SideWinderTMVAWT and the RiverBankTMhydro
        turbine. In pursuit of this, we:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

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|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                           | will pursue the development and testing of our HeatSeekerTM,
        EliminatorTM, SideWinderTMand RiverBankTMprototypes on various applications. We anticipate that the development
        and testing programs for these products will continue for the foreseeable
        future. The results of these testing programs will be used to further
        refine the product designs and identify the optimal sizes and configurations
        for various commercial and consumer applications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           | will refine our marketing and sales program for
        each of the products. The anticipated costs of manufacturing each product
        will be analyzed using the final designs and specifications for each.
        These costs will be used to develop a business model for various applications.
        The business models will be analyzed in order to identify the optimum
        target market for each of the products. We anticipate that the optimum
        market will depend on various factors, including the energy source, the
        electricity that can be generated based on the available energy source,
        the manufacturing costs and installation costs and the price of electricity
        in the targeted customer’s market. If we are able to develop fully
        functional prototypes of any of our Encore Products, of which there is
        no assurance, we intend to invite industry representatives to Mr. Hunt’s
        facility located in Pass Christian, Mississippi in order demonstrate the
        potential benefits of those technologies.
|  
|2. | We also plan to continue operating our
        advertising business through our wholly owned subsidiary, Ignite Communications,
        Inc. We will continue to seek new clients for our integrated advertising
        strategies and “permission-based” eDirect 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)                                                                                                                                                                                                                                                                                                                                                                                                                           | Build market awareness and recognition for Ignite
        eDirect Marketing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                           | Target industries and businesses that represent
        the greatest potential for both email marketing adoption and traditional
        advertising growth;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                           | Develop and present case studies to organizations
        in other regions and markets who could benefit from our experience;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                           | Research and utilize emerging relevant technologies
        primarily from application service providers (ASP’s);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                           | Leverage our advertising contacts in pursuit of
        Ignite eDirect Marketing opportunities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                           | Pursue strategic acquisitions and alliances to access
        new geographic markets and to add complimentary services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

We anticipate spending approximately $2,000,000 in pursuing
  our plan of operation over the next twelve months. This amount is in excess
  of our current cash reserves and anticipated revenues for that period. It is
  anticipated that the Encore Business will not generate any significant revenues
  over the next twelve months and we do not anticipate earning sufficient income
  from the Ignite Business to fund our development plan for the Encore Business.
  Accordingly, we will require substantial additional financing in order to fund
  our plan of operation. We anticipate that any additional 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 firm 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.

11

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If we do not obtain the necessary financing, then our plan
  of operation 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 Ignite Business.

RESULTS OF OPERATIONS

Summary of Results

|                   | Three Months Ended March 31
|------------------ | ---------------------------
|                   |                            
|                   | 2005                       
|Revenue            | $547,034                   
|Cost of Revenue    | (385,393                   
|Operating Expenses | (458,663                   
|Other Expenses     | (91,536                    
|Net Loss           | ($388,558                  

Revenue

For the first fiscal quarter, revenues were generated solely
  from the 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 2004 is due to seasonal fluctuations and clients delaying
  their 2005 marketing and advertising campaigns until the Spring/Summer months.

Revenues for the 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.

Revenue for the 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 Ignite Business represents the cost
  of advertising purchased for clients. The increase in cost of revenue is a result
  of an increase in creative and production costs during the first quarter for
  campaigns to run during the year.

12

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Operating Expenses

|                                          | Year Ended December 31
|----------------------------------------- | ----------------------
|                                          |                       
|                                          | 2004                  
|                                          |                       
|Depreciation                              | $5,843                
|Remuneration                              | 161,761               
|Legal and Accounting                      | 14,437                
|Consulting Fees and Computer Services     | 208,379               
|Phones and Utilities                      | 3,393                 
|Rent                                      | 28,998                
|Advertising and Promotion                 | 9,859                 
|Other selling, general and administrative | 25,993                
|Total Operating Expenses                  | $458,663              

Our operating expenses have decreased overall to $458,663
  for the quarter ended March 31, 2005 from $483,147 for the quarter ended
  March 31, 2004, a decrease of $24,484 or 5.1% . The decrease to our operating
  expenses largely reflects the amalgamation of Forge Marketing Inc.’s operations
  into Ignite Communications and the subsequent decrease in staffing levels.

The largest component of our operating expenses during the
  first quarter was consulting fees. Consulting fees and computer services has
  increased to $208,379 for the quarter ended March 31, 2005 from $166,115
  for the quarter ended March 31, 2004 due to the additional need for specialized
  expertise in the development and commercialization of our clean energy technologies
  for the Encore Business.

Our legal and accounting expenses have decreased to $14,437
  for the quarter ended March 31, 2005 from $60,806 for the quarter ended
  March 31, 2004. The decrease in legal and accounting expenses reflects the completion
  of our obligations with respect to the acquisition of Cryotherm. The Cryotherm
  acquisition significantly increased our need for legal and accounting during
  2004.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                        |                  |                  | Percentage
|----------------------- | ---------------- | ---------------- | ----------
|                        | At Mar. 31, 2005 | At Dec. 31, 2004 | Change    
|Current Assets          | $212,943         | $144,651         | 47.2%     
|Current Liabilities     | (3,272,635)      | (3,182,031)      | 2.8%      
|Working Capital Deficit | ($3,059,692)     | ($3,037,380)     | 0.7%      

13

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Cash Flows

|                                             | Three Months Ended March 31
|-------------------------------------------- | ---------------------------
|                                             | 2005                       
|                                             |                            
|Net Cash from (used in) Operating Activities | ($444,625)                 
|Net Cash from (used in) Investing Activities | (4,243)                    
|Net Cash from Financing Activities           | 418,838                    
|Net Increase in Cash During Period           | $15,609                    

The increase in our current assets is primarily attributable
  to an increase in accounts receivable, which increased by $45,458 or 34.5%
  during the first quarter ended March 31, 2005. The increase in our current liabilities
  is primarily attributable to an increase in the current portion of amounts due
  to related parties, which increased by $221,350 or 25.7% during the first
  quarter ended March 31, 2005. Our other current liabilities decreased during
  the quarter. As a result, we recorded only a $22,312 or 0.7% increase to
  our working capital deficit.

Cash provided by financing activities for the quarter consisted
  primarily of advances from related parties. During the quarter, we borrowed
  a total of $387,380 from related parties. We issued to two of these related
  party individuals a total of $150,000 CDN (approximately $124,005 USD)
  of 12% convertible notes (the “Convertible Notes”). Principal and
  interest is payable on the Convertible Notes on a monthly basis and the Convertible
  Notes mature 18 months from the date of issuance. At any time during the term
  of the Convertible Notes, the principal balance and accrued and unpaid interest
  are convertible into shares of our common stock at a conversion price of $0.24
  CDN (approximately $0.192 USD), provided however that we may elect to pay
  any accrued interest amounts in cash. The remainder of the amounts borrowed
  are non-interest bearing and contain no fixed terms of repayment. These funds
  were utilized in their entirety as working capital.

We are also in discussions with another related party subscriber
  for an additional $50,000 convertible note financing that is expected to
  be issued on similar terms as the Convertible Notes, however completion of this
  convertible note financing is subject to the execution of formal agreements
  between the Company and the additional subscriber. There is no assurance that
  we will be able to finalize formal agreements with the additional subscriber
  on the same terms as the Convertible Notes, or at all.

We anticipate that we will require financing in the amount
  of $2,000,000 in order to fund our plan of operation over the next twelve
  months. In addition to financing our development plans for the Encore Products,
  we anticipate that we will continue to require additional financing to fund
  the 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 operation 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 third party debt
  financing and equity financings, we have sustained our operations to date with
  advances from related parties, however we do not have any formal financing arrangements
  in place with any of these related parties and there is no assurance that they
  will continue to provide us with funds.

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 upon our ability to achieve additional financing.
  If we are unable to meet our current obligations, we may be forced to significantly

14

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scale back our business operations with the result that our
  ability to earn revenues and achieve profitability may be adversely affected.

CRITICAL ACCOUNTING POLICIES

Our unaudited consolidated financial statements at March 31,
  2005 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 SEC. Accounting policies used in fiscal 2005
  are consistent with those used in fiscal 2004. The results of operations for
  the three months ended March 31, 2005 are not necessarily indicative of the
  results for the entire fiscal year ending December 31, 2005. These interim financial
  statements should be read in conjunction with the financial statements for the
  fiscal year ended December 31, 2004 and the notes thereto included in Annual
  Report on Form 10-KSB.

We have identified certain accounting policies, described
  below, that are most important to the portrayal of our current financial condition
  and results of operations.

Foreign Currency

The functional currency of the operations of our 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.

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 our stockholders.

RISK FACTORS

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 Encore name;
| |  | establishing an operating infrastructure,
        including management and administrative personnel.      

15

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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 operation 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 operation which will require an estimated $2,000,000 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, 2005, we had cash in the amount
  of $15,609 and a working capital deficit of $3,059,692. 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 or encounter
        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 operation. 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 operation.

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.

16

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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:

| |  | 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

17

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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 Client Base Is Concentrated And The
  Loss Of A Major Client Would Be Difficult To Replace

Three advertising clients currently account for over 61% 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.

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
  Reputations Among Consumers.

An important feature of the Ignite 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 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

18

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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’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.

Government Regulation And The Legal Uncertainties Of Doing
  Business On The Internet Could Negatively Impact The 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 Ignite Business Is Dependent on Key Personnel

The success of our 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 Has a Limited Operating History

We have a limited operating history 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.

19

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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.

20

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PART II - OTHER INFORMATION

ITEM 1.             
  LEGAL PROCEEDINGS.

None.

ITEM 2.              UNREGISTERED
  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.              DEFAULTS
  UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.              OTHER
  INFORMATION.

Unregistered Sales of Equity Securities

Effective on January 14, 2005, we issued a convertible note
  to Robert D. Hunt in the principal amount of $375,000 with interest payable
  at a rate of 6% per annum, beginning on January 1, 2007 and maturing on December
  31, 2009 (the “Hunt Convertible Note”). The terms of the Hunt Convertible
  Note provide that, at any time prior to the payment of the Hunt Convertible
  Note in full, Mr. Hunt may convert the principal balance and any accrued and
  unpaid interest into shares of our common stock at a conversion price of $0.50
  per share, provided that we may elect to pay any accrued interest amounts in
  cash. The Hunt Convertible Note was issued to Mr. Hunt in settlement of all
  amounts accrued and owing to Mr. Hunt under the Hunt License Agreement up to
  December 31, 2004. The Hunt Convertible Note was issued pursuant to Rule 506
  of Regulation D on the basis that Mr. Hunt has previously represented to the
  Company that he is an “Accredited Investor,” as defined in Rule
  501 of Regulation D.

In February of 2005, we issued to two related party subscribers
  a total of $150,000 CDN (approximately $124,005 USD) of 12% convertible
  notes (the “Convertible Notes”). Principal and interest is payable
  on the Convertible Notes on a monthly basis and the Convertible Notes mature
  18 months from the date of issuance. At any time during the term of the Convertible
  Notes, the principal balance and accrued and unpaid interest are convertible
  into shares of our common stock at a conversion price of $0.24 CDN (approximately
  $0.192 USD), provided however that we may elect to pay any accrued interest
  amounts in cash. Each of the Convertible Notes was issued in reliance on the
  exemptions to registration contained in Regulation S promulgated under the Securities
  Act on the basis that each of the subscribers has represented to us that he
  is not a “U.S. person” as that term is defined in Regulation S.
  We are also in discussions with another related party subscriber for an additional
  $50,000 convertible note financing that is expected to be issued on similar
  terms as the Convertible Notes, however completion of this convertible note
  financing is subject to the execution of formal agreements between the Company
  and the additional subscriber. There is no assurance that we will be able to
  finalize formal agreements with the additional

21

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subscriber on the same terms as the Convertible Notes, or
  at all. If we are successful in completing this financing, of which there is
  no assurance, it is expected that the Convertible Note will be issued in reliance
  on the exemptions to registration contained in Regulation S on the basis that
  the additional subscriber is not a “U.S. person” as defined in Regulation
  S.

In addition to the above convertible note issuances, we expect
  to sign consulting agreements with two consultants located in Alberta, Canada.
  Each of the consulting agreements is expected to extend for a period of 12 months,
  pursuant to which the consultants will provide us with financial public relations
  services during that time. It is expected that shares of our common stock will
  form all or part of the consideration to be paid to the consultants. We are
  currently negotiating the final terms of the consulting agreements, including
  the number of shares to be issued to the consultants, and there is no assurance
  that we will be able to finalize the terms of these agreements. If we do issue
  shares of our common stock as all or part of the consideration to be paid to
  the consultants, it is expected that these shares will be issued in reliance
  on the exemptions to registration contained in Regulation S promulgated under
  the Securities Act on the basis that the consultants are not “U.S. persons”
  as defined in Regulation S.

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)      
|               |  |                                                                                                                                                                                              
|10.6           |  | Limited Liability Company
        Agreement of World, Wind and Water LLC, dated January 14, 2005, between
        Encore Clean Energy, Inc., Robert D. Hunt and The Abell Foundation, Inc.(4)
|               |  |                                                                                                                                                                                              
|10.7           |  | First Amendment to the Limited
        Liability Company Agreement of World, Wind and Water Energy LLC dated
        January 14, 2005.(4)                                                    
|               |  |                                                                                                                                                                                              
|10.8           |  | Technology Contribution
        Agreement, dated January 14, 2005, between Encore Clean Energy, Inc.,
        Robert D. Hunt and World, Wind and Water Energy LLC.(4)                        
|               |  |                                                                                                                                                                                              
|10.9           |  | Convertible Note Agreement
        dated January 14, 2005 between Encore Clean Energy, Inc. and Robert Hunt.(5)                                                                              
|               |  |                                                                                                                                                                                              
|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                                    

22

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| | (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.                                                                                                                                                     
|
| | (4) | Previously filed as an exhibit to our Current Report
        on Form 8-K filed with the SEC on January 19, 2005.                                                                                                                                                     
|
| | (5) | Previously filed as an exhibit to our Current Report
        on Form 8-K filed with the SEC on January 18, 2005.                                                                                                                                                     

(b)                Current
  Reports On Form 8-K.

We have filed the following reports on Form 8-K since the
  end of our fiscal year ended December 31, 2004:

|Date of Form 8-K | Date of Filing with the SEC | Description of the Form 8-K                                                                                                                                                                        
|---------------- | --------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                             |                                                                                                                                                                                                    
|January 14, 2005 | January 18, 2005            | Disclosing issuance of $375,000 convertible
      note to Robert D. Hunt.                                                                                                                          
|                 |                             |                                                                                                                                                                                                    
|January 14, 2005 | January 19, 2005            | Disclosing entry into World, Wind and Water Energy
      LLC joint venture with Robert D. Hunt and the Abell Foundation.                                                                           
|                 |                             |                                                                                                                                                                                                    
|January 31, 2005 | February 8, 2005            | Disclosing resignation of James E. Gayle as a
      director of the Company.                                                                                                                       
|                 |                             |                                                                                                                                                                                                    
|April 19, 2005   | May 16, 2005                | Disclosing restatement of the Company’s
      December 31, 2003 audited financial statements and March 31, 2004, June
      30, 2004 and September 30, 2004 unaudited interim financial statements.

23

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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 14, 2005 | By:                      
|       |               |                          
|       |               |                          
|       |               |                          

24

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