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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended: **June 30, 2003**

Commission File Number: **000-26047**

FORGE, 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)

N/A
  (Former Name, Former Address and Former Fiscal Year, if Changed
  Since Last Report)

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

xYes       ̈  No

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: 519,751 shares
  of common stock, $.001 par value per share as of August 14, 2003.

1

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FORGE, INC.
  FORM 10-QSB
  QUARTERLY PERIOD ENDED JUNE 30, 2003
  INDEX

|                                                                                      | Page 
|------------------------------------------------------------------------------------- | -----
|                                                                                      |      
|PART I - FINANCIAL INFORMATION                                                        |      
|                                                                                      |      
|Item 1 - Financial Statements                                                         |      
|                                                                                      |      
|Consolidated Balance Sheets                                                           |      
|As of June 30, 2003 (Unaudited) and December 31, 2002                                 | 4    
|Consolidated Statements of Operations and Deficit (Unaudited)                         |      
|For the Three Months and Six Months Ended June 30, 2003 and June
            30, 2002 | 5    
|Consolidated Statements of Cash Flows (Unaudited)                                     |      
|For the Six Months Ended June 30, 2003 and June 30, 2002                              | 6    
|Notes to Unaudited Consolidated Financial Statements                                  | 7-9  
|                                                                                      |      
|Item 2 - Management's Discussion and Analysis of Financial
      Condition and        |      
|Results of Operations                                                                 | 10-14
|Item 3 - Controls and Procedures                                                      | 15   
|                                                                                      |      
|PART II - OTHER INFORMATION                                                           |      
|                                                                                      |      
|Item 1 - Legal Proceedings                                                            | 16   
|Item 2 - Changes in Securities and Use of Proceeds                                    | 16   
|Item 3 - Defaults Upon Senior Securities                                              | 16   
|Item 4 - Submission of Matters to a Vote of Security Holders                          | 16   
|Item 5 - Other Transactions                                                           | 16   
|Item 6 - Exhibits and Reports on Form 8-K                                             | 17   
|                                                                                      |      
|Signature                                                                             | 18   

2

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS







3

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Forge, Inc. 
  Consolidated Balance Sheets (unaudited)
  (expressed in United States Dollars)

June 30, 2003 and December 31, 2002

|                                                      |   |            |   |   |              |  
|----------------------------------------------------- | - | ---------- | - | - | ------------ | -
|                                                      |   | June 30,   |   |   | December 31, |  
|                                                      |   | 2003       |   |   | 2002         |  
|                                                      |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|Assets                                                |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|Current assets:                                       |   |            |   |   |              |  
|Cash                                                  | $ | 23,058     |   | $ | 50,537       |  
|Accounts receivable                                   |   | 236,649    |   |   | 270,880      |  
|Prepaid expenses                                      |   | 6,933      |   |   | 523          |  
|                                                      |   |            |   |   |              |  
|                                                      |   |            |   |   | 266,640      |  
|                                                      |   | 321,940    |   |   |              |  
|Property and equipment, less accumulated depreciation |   | 78,547     |   |   | 80,983       |  
|                                                      |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|                                                      | $ | 345,187    |   | $ | 402,923      |  
|                                                      |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|Liabilities and Stockholders Deficit                 |   |            |   |   |              |  
|                                                      |   |            |   |   |              |  
|Current liabilities:                                  |   |            |   |   |              |  
|Accounts payable and accrued
      liabilities        | $ | 1,351,245  |   | $ | 705,993      |  
|Accrued salaries                                      |   | 18,553     |   |   | 21,548       |  
|Unearned revenue                                      |   | -          |   |   | 455,633      |  
|Loan payable  current
      portion                  |   | 37,106     |   |   | 160,327      |  
|Lease obligation - current
      portion              |   | 7,253      |   |   | 6,006        |  
|                                                      |   |            |   |   |              |  
|                                                      |   | 1,414,157  |   |   | 1,349,507    |  
|                                                      |   |            |   |   |              |  
|Due to related parties                                |   | 941,158    |   |   | 628,853      |  
|Note payable                                          |   | 33,562     |   |   | 28,016       |  
|Lease obligation                                      |   | 1,200      |   |   | 4,231        |  
|                                                      |   |            |   |   |              |  
|Total liabilities                                     |   | 2,390,077  |   |   | 2,010,607    |  
|                                                      |   |            |   |   |              |  
|Stockholders deficit:                                |   |            |   |   |              |  
|Common stock                                          |   | 520        |   |   | 520          |  
|Additional paid-in capital                            |   | 3,645,386  |   |   | 3,645,386    |  
|Deficit                                               |   | (5,412,190 | ) |   | (5,238,895   | )
|Accumulated other comprehensive
      income (loss):  |   |            |   |   |              |  
|Foreign
      currency translation adjustment         |   | (278,606   | ) |   | (14,695      | )
|                                                      |   |            |   |   |              |  
|Total stockholders
      deficit                     |   | (2,044,890 | ) |   | (1,607,684   | )
|                                                      |   |            |   |   |              |  
|                                                      | $ | 345,187    |   | $ | 402,923      |  
|                                                      |   |            |   |   |              |  

See accompanying notes to unaudited financial statements

4

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Forge, Inc. 
  Consolidated Statements of Operations and Deficit (unaudited)
  (expressed in United States dollars)

Six months ended June 30, 2003 and June 30, 2003

|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|---------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ---------- | - | - | ---------- | -
|                                   |   | Three Months Ended |   |   | Six Months Ended |  
|                                   |   | June 30,           |   |   | June 30,         |   |   | June 30,   |   |   | June 30,   |  
|                                   |   | 2003               |   |   | 2002             |   |   | 2003       |   |   | 2002       |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Revenue                            | $ | 582,022            |   | $ | 744,853          |   | $ | 1,560,622  |   | $ | 1,292,724  |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Cost of revenue                    |   | (395,357           | ) |   | (559,555         | ) |   | (1,116,495 | ) |   | (954,285   | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Gross profit                       |   | 186,665            |   |   | 185,298          |   |   | 444,127    |   |   | 338,439    |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Operating expenses:                |   |                    |   |   |                  |   |   |            |   |   |            |  
|Depreciation                       |   | 5,876              |   |   | 8,860            |   |   | 11,424     |   |   | 16,035     |  
|Salaries and fringe
      benefits |   | 160,423            |   |   | 214,997          |   |   | 322,482    |   |   | 424,467    |  
|Legal and accounting               |   | 6,334              |   |   | 57,691           |   |   | 20,082     |   |   | 82,097     |  
|Consulting fees
      and          |   |                    |   |   |                  |   |   |            |   |   |            |  
|computer
      services            |   | 101,430            |   |   | 21,730           |   |   | 115,182    |   |   | 65,431     |  
|Phones and utilities               |   | 5,115              |   |   | 3,819            |   |   | 9,468      |   |   | 7,927      |  
|Rent                               |   | 25,195             |   |   | 8,960            |   |   | 48,769     |   |   | 18,612     |  
|Advertising and
      promotion    |   | 11,114             |   |   | 10,112           |   |   | 12,316     |   |   | 33,486     |  
|Other selling, general             |   |                    |   |   |                  |   |   |            |   |   |            |  
|and
      administrative           |   | 17,066             |   |   | 13,892           |   |   | 37,965     |   |   | 37,535     |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   | 332,553            |   |   | 340,061          |   |   | 577,688    |   |   | 685,591    |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Loss from operations               |   | (145,888           | ) |   | (154,763         | ) |   | (133,561   | ) |   | (347,152   | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Other income (expenses):           |   |                    |   |   |                  |   |   |            |   |   |            |  
|Interest
      expense             |   | (28,213            | ) |   | (6,188           | ) |   | (39,734    | ) |   | (27,917    | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Net loss                           |   | (174,101           | ) |   | (160,951         | ) |   | (173,295   | ) |   | (375,069   | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Deficit, beginning of period       |   | (5,238,089         | ) |   | (4,756,442       | ) |   | (5,238,895 | ) |   | (4,542,324 | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Deficit, end of period             | $ | (5,412,190         | ) | $ | (4,917,393       | ) | $ | (5,412,190 | ) | $ | (4,917,393 | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Net loss per common share,         |   |                    |   |   |                  |   |   |            |   |   |            |  
|basic and diluted                  |   | (0.33              | ) |   | (0.31            | ) |   | (0.33      | ) |   | (0.72      | )
|                                   |   |                    |   |   |                  |   |   |            |   |   |            |  
|Weighted average common            |   |                    |   |   |                  |   |   |            |   |   |            |  
|shares outstanding, basic          |   |                    |   |   |                  |   |   |            |   |   |            |  
|and diluted                        |   | 519,751            |   |   | 517,588          |   |   | 519,751    |   |   | 518,682    |  

See accompanying notes to the unaudited financial statements

5

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Forge, Inc. 
  Consolidated Statements of Cash Flows (unaudited)
  (expressed in United States dollars)

June 30, 2003 and June 30, 2002

|                                                                 |   |                  |   |   |          |  
|---------------------------------------------------------------- | - | ---------------- | - | - | -------- | -
|                                                                 |   | Six Months Ended |  
|                                                                 |   | June 30,         |   |   | June 30, |  
|                                                                 |   | 2003             |   |   | 2002     |  
|                                                                 |   |                  |   |   |          |  
|                                                                 |   |                  |   |   |          |  
|Cash provided by (used in):                                      |   |                  |   |   |          |  
|                                                                 |   |                  |   |   |          |  
|Operations:                                                      |   |                  |   |   |          |  
|Net
      loss                                                   | $ | (173,295         | ) | $ | (375,069 | )
|Items
      not involving cash:                                  |   |                  |   |   |          |  
|Depreciation                                                     |   | 11,424           |   |   | 16,035   |  
|Changes
      in operating assets and liabilities:               |   |                  |   |   |          |  
|Change
      in accounts receivable                              |   | 87,958           |   |   | (221,353 | )
|Change
      in prepaid expenses                                 |   | (31,532          | ) |   | 7,928    |  
|Change
      in accounts payable and accrued liabilities         |   | 446,514          |   |   | 710,444  |  
|Change
      in unearned revenue                                 |   | (503,578         | ) |   | (264,164 | )
|Change
      in accrued salaries                                 |   | (7,240           | ) |   | 42,197   |  
|                                                                 |   |                  |   |   |          |  
|Net cash used in operating activities                            |   | (169,749         | ) |   | (83,982  | )
|                                                                 |   |                  |   |   |          |  
|Cash flows used in investing activities:                         |   |                  |   |   |          |  
|Purchase
      of property and equipment                         |   | (8,988           | ) |   | (11,758  | )
|                                                                 |   |                  |   |   |          |  
|Net
      cash used in investing activities                      |   | (8,988           | ) |   | (11,758  | )
|                                                                 |   |                  |   |   |          |  
|Cash flows from financing activities:                            |   |                  |   |   |          |  
|Repayment
      of loans payable                                 |   | (123,221         | ) |   | -        |  
|Repayment
      of lease obligation                              |   | (1,784           | ) |   | (2,114   | )
|Proceeds
      from bank indebtedness                            |   | -                |   |   | 7,146    |  
|Proceeds
      from notes payable                                |   | 5,546            |   |   | 1,958    |  
|Proceeds
      from (repayment of) advances from related parties |   | 312,305          |   |   | 68,328   |  
|                                                                 |   |                  |   |   |          |  
|Net
      cash provided by financing activities                  |   | 192,846          |   |   | 75,318   |  
|                                                                 |   |                  |   |   |          |  
|Effect of exchange rate on cash                                  |   | (41,588          | ) |   | (3,965   | )
|                                                                 |   |                  |   |   |          |  
|Decrease in cash                                                 |   | (27,479          | ) |   | (24,387  | )
|                                                                 |   |                  |   |   |          |  
|Cash, beginning of period                                        |   | 50,537           |   |   | 24,387   |  
|                                                                 |   |                  |   |   |          |  
|                                                                 |   |                  |   |   |          |  
|Cash, end of period                                              | $ | 23,058           |   | $ | -        |  
|                                                                 |   |                  |   |   |          |  
|                                                                 |   |                  |   |   |          |  
|Supplementary information:                                       |   |                  |   |   |          |  
|Interest paid                                                    |   | 10,933           |   |   | 1,983    |  
|Income taxes paid                                                |   | -                |   |   | -        |  

See accompanying notes to the unaudited financial statements.

6

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FORGE, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  June 30, 2003

1. The Company
  and Description of Business:

Forge, Inc. (the "Company") is incorporated in the state of
  Delaware and is a "permission-based" e-mail marketing and integrated advertising
  strategies service. The Company's services include the design, delivery, tracking,
  and analysis of targeted "one-to-one" e-mail campaigns, customized loyalty programs,
  comprehensive list management/brokerage packages and the creation, integration
  and execution of both online and traditional advertising strategies.

On May 13, 2002 emailthatpays.com, Inc. (email),
  the Companys parent corporation, was merged into the Company in order
  to, among other things, change emails domicile from Florida to Delaware
  and to change its name. On May 13, 2002, the Company declared a one-for-twenty
  reverse stock split whereby each share of common stock issued and outstanding
  on May 13, 2002 was reclassified and changed to one-twentieth of one share of
  common stock, rounded down to the nearest whole share. As email owned 100% of
  the Company, this transaction has been accounted for on a continuity-of-interests
  basis. In addition, on May 13, 2002, the Companys 1999 Equity Compensation
  Plan was effectively cancelled. References to the Company refer
  to email for periods prior to May 13, 2002 and Forge, Inc. thereafter.

2. Liquidity
  and Future Operations:

The Company incurred a net loss and has sustained negative
  cash flows from operations since its inception. At June 30, 2003, the Company
  has negative working capital of $1,147,517. The Company's ability to meet its
  obligations in the ordinary course of business is dependent upon its ability
  to establish 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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FORGE, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  June 30, 2003

3. Basis of
  Presentation:

The unaudited consolidated financial statements of the Company
  at June 30, 2003 and for the three month and six month periods 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
  2003 are consistent with those used in fiscal 2002. The results of operations
  for the three and six months ended June 30, 2003 are not necessarily indicative
  of the results for the entire fiscal year ending December 31, 2003. These interim
  financial statements should be read in conjunction with the financial statements
  for the fiscal year ended December 31, 2002 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 Loss
  Per Share:

The Company computes net 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 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 loss per share is computed using
  the weighted average number of common and potentially dilutive common stock
  outstanding during the period. As the Company generated net losses in each of
  the periods presented, basic and diluted net loss per share are the same as
  any exercise of options or warrants would be anti-dilutive.

8

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FORGE, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 
  June 30, 2003

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:

|                                                                                         | Three Months
      Ended June
      30, 2003 | Three Months
      Ended June
      30, 2002 | Six Months
      Ended June
      30, 2003 | Six Months
      Ended June
      30, 2002
|---------------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------------------- | ------------------------------------------ | ------------------------------------------
|Net loss                                                                                 | $   174,101                                  | $  160,951                                   | $  173,295                                 | $  375,069                                
|Other comprehensive (income) / loss:
      Foreign currency translation
      adjustment | 164,721                                      | 42,086                                       | 263,911                                    | 46,156                                    
|Comprehensive loss                                                                       | $  338,822                                   | $  203,037                                   | $  437,206                                 | $  421,225                                

7. Subsequent
  Events:

We entered into a purchase agreement and plan of reorganization
  dated July 28, 2003 with Cryotherm, Inc., a Delaware company (Cryotherm)
  and principal shareholders of Cryotherm holding approximately 74.95% of the
  outstanding common shares of Cryotherm (the Acquisition Agreement).
  The Acquisition Agreement contemplates our acquisition of a minimum 95% interest
  in Cryotherm. A copy of the Acquisition Agreement was filed with our Current
  Report on Form 8-K filed with the Securities and Exchange Commission on August
  1, 2003. The execution of the Acquisition Agreement follows the execution of
  a letter of intent with Cryotherm, as disclosed in our Current Report on Form
  8-K filed with the Securities and Exchange Commission on July 14, 2003.

9

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

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains
  forward-looking statements within the meaning of Section 27A of the Securities
  Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
  as amended. These forward-looking statements involve risks and uncertainties,
  including statements regarding Forge's capital needs, business plans and expectations.
  Forward-looking statements are made, without limitation, in relation to operating
  plans, property exploration and development, availability of funds and operating
  costs. Any statements contained herein that are not statements of historical
  facts may be deemed to be forward-looking statements. In some cases, you can
  identify forward-looking statements by terminology such as "may", "will", "should",
  "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
  "potential" or "continue", the negative of such terms or other comparable terminology.
  These forward-looking statements are subject to risks, uncertainties and assumptions
  about us and about our subsidiary companies, including, among other things:

- our ability to complete the acquisition of Cryotherm, Inc.;
- development of an e-commerce market;
- our ability to successfully execute our business model;
- our ability to obtain additional funding;
- growth in demand for Internet products and services; and
- adoption of the Internet as an advertising medium.

Actual events or results may not occur or may differ materially.
  In evaluating these statements, you should consider various factors, including
  the risks outlined below, and, from time to time, in other reports Forge files
  with the SEC, including Forges Annual Report on Form 10-KSB for the year
  ended December 31, 2002. These factors may cause Forge's actual results to differ
  materially from any forward-looking statement. Forge disclaims any obligation
  to publicly update these statements, or disclose any difference between its
  actual results and those reflected in these statements. The information constitutes
  forward-looking statements within the meaning of the Private Securities Litigation
  Reform Act of 1995. Given these uncertainties, readers are cautioned not to
  place undue reliance on such forward-looking statements.

OVERVIEW

Forge, Inc. (We, Forge or the "Company")
  is incorporated in the state of Delaware and is in the business of providing
  a "permission-based" e-mail marketing and integrated advertising strategies
  service. Our services include the design, delivery, tracking, and analysis of
  targeted "one-to-one" e-mail campaigns, customized loyalty programs, comprehensive
  list management/brokerage packages and the creation, integration and execution
  of both online and traditional advertising strategies.

We utilize a relational database and custom delivery mechanisms
  that provide the technology to deliver, track, and analyze highly targeted online
  "one-to-one" marketing campaigns and custom loyalty programs. These comprehensive
  email-marketing systems deliver a seamless end-to-end solution that enables
  marketers to develop and sustain responsible, two-way relationships with audiences
  while avoiding the problems associated with sending untargeted messages. Our
  e-direct marketing team represents over five years experience in developing
  marketing strategies and technology.

Ignite, our wholly owned subsidiary, is a full service advertising
  agency that supplies proven expertise in the creation, integration and execution
  of both online and offline advertising strategies.

10

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AGREEMENT FOR THE ACQUISITION OF CRYOTHERM

We entered into a purchase agreement and plan of reorganization
  dated July 28, 2003 with Cryotherm, Inc., a Delaware company (Cryotherm)
  and principal shareholders of Cryotherm holding approximately 74.95% of the
  outstanding common shares of Cryotherm (the Acquisition Agreement).
  The Acquisition Agreement contemplates our acquisition of a minimum 95% interest
  in Cryotherm. A copy of the Acquisition Agreement was filed with our Current
  Report on Form 8-K filed with the Securities and Exchange Commission on August
  1, 2003. The execution of the Acquisition Agreement follows the execution of
  a letter of intent with Cryotherm, as disclosed in our Current Report on Form
  8-K filed with the Securities and Exchange Commission on July 14, 2003.

The Acquisition Agreement incorporates the following conditions
  precedent to the closing of the acquisition of Cryotherm:

|1. | The approval
        of our shareholders to:                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                      
|   | (i)                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                      
|   | (ii)                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                      
|   | (iii)                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                      
|   | (iv)                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                      
|2. | The conversion
        of an aggregate of $333,333 of our existing indebtedness into 9,999,999
        post-split shares of common stock on the basis of 30 post-split shares
        for each $1.00 of indebtedness. This debt will include debt owed to our
        affiliates and other creditors.
|   |                                                                                                                                                                                                                                                                                                      
|3. | The completion
        of a private placement financing by us for proceeds of a minimum of $2,000,000
        prior to closing.                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                      
|4. | Execution of
        the Acquisition Agreement by shareholders of Cryotherm holding more than
        95% of the outstanding common stock of Cryotherm.                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                      
|5. | Acceptance
        of the holders of all outstanding options, warrants and convertible notes
        of Cryotherm to exchange their securities for comparable options, warrants
        and convertible notes of Forge.                                                                              

The Acquisition Agreement is also subject to the completion
  of due diligence investigations by each of us and Cryotherm and is subject to
  standard conditions of closing in favor of either party.

The anticipated closing date of the acquisition of Cryotherm
  is September 30, 2003. On closing, each outstanding share of Cryotherm will
  be exchanged from 0.7037 post-split shares of our common stock. In addition,
  the outstanding options, warrants and convertible notes of Cryotherm will be
  exchanged for options, warrants and convertible notes of Forge based on this
  conversion ratio. If all shareholders of Cryotherm execute the Acquisition Agreement
  and each holder of outstanding Cryotherm options, warrants and convertible notes
  agrees to exchange their securities, then we will issue the following securities
  on closing:

|1. | An aggregate of 19,000,000 post-split shares
      of our common stock;                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                  
|2. | Options and warrants to
        purchase an aggregate of 4,405,185 post-split shares of our common stock
        at a price of $0.10 per post-split share; and   
|   |                                                                                                                                                                  
|3. | Convertible notes in the principal amount of $460,000 which
      will be convertible into an aggregate of 1,928,148 post-split shares of
      our common stock.

11

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RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003
  AND 2002

Revenue

We earn revenues 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 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.

To date, the vast majority of our revenue has been generated
  from the provision of integrated marketing and advertising strategies as opposed
  to our online services. With increased focus, time and expenditure being directed
  to these online services, we anticipate proportionate increases in revenue,
  both in absolute and percentage terms. However, if these services do not continue
  to achieve market acceptance, we cannot assure you that we will generate business
  at a sufficient level to support our continued operations.

Our revenues increased to $1,560,622 for the six months ended
  June 30, 2003 from $1,292,724 for the six months ended June 30, 2002, representing
  an increase of $267,898 or 21%. The increase in revenues for the six month period
  resulted from the addition of four new clients and an expansion to our services
  into creative services and production. Revenues decreased to $582,022 for the
  three months ended June 30, 2003 from $744,853 for the three months ended June
  30, 2002, representing a decrease of $162,831 or 22%. We believe that the decrease
  in our second quarter reflects the seasonal fluctuation in retail advertising
  during the spring and summer months.

Cost of Revenue

Our cost of revenue represents the cost of advertising purchased
  for clients. Our cost of revenue increased to $1,116,495 for the six months
  ended June 30, 2003 from $954,285 for the six months ended June 30, 2002, representing
  an increase of $162,210 or 17%. This increase in cost of revenue is reflective
  of our increased revenues during the six month period. Cost of revenue decreased
  to $395,357 for the three month period ended June 30, 2003 from $559,555 for
  the three month period ended June 30, 2002, representing a decrease of $164,198
  or 29%. The reduction in our cost of revenue for the three month period ended
  June 30, 2003 was matched by a reduction in our revenues for this period, with
  the result that our gross profit margins increased during the three months ended
  June 30, 2003.

Gross Profit

Our gross profit increased to $444,127 for the six months
  ended June 30, 2003 from $338,439 for the six months ended June 30, 2002. As
  a percentage of revenues, our gross profit increased to 28% of revenues for
  the six months ended June 30, 2003 from 26% for the six months ended June 30,
  2002. Our gross profit increased to $186,665 for the three months ended June
  30, 2003 from $185,298 for the three months ended June 30, 2002. As a percentage
  of revenues, our gross profit increased to 32% for the three months ended June
  30, 2003 from 25% for the three months ended June 30, 2002. Our increase in
  gross profit was realized due our expansion of services in creative and production.
  We believe that our gross profits will steadily increase if our growth in creative
  and production services continues.

12

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Operating Expenses

Over the last two years we have substantially reduced our
  operating costs through consolidation of our two western Canada offices into
  one location, closure of our eastern Canada sales office, controlled use of
  professional services and reduction of our internal technological staff, outsource
  the maintenance and storage of our technological facilities and utilize IT professionals
  on a project-by-project contract basis. On an on-going basis we do not anticipate
  reducing our operating expenses any further.

Our operating expenses decreased to $577,688 for the six months
  ended June 30, 2003 from $685,591 for the six months ended June 30, 2002, representing
  a decrease of $107,903 or 16%. Our operating expenses decreased to $332,553
  for the three months ended June 30, 2003 from $340,061 for the three months
  ended June 30, 2002, representing a decrease of $7,508 or 2%. The decreases
  to our operating expenses generally reflect the reduction to our operating costs
  realized through the consolidation of our two Western Canada offices, closure
  of our Eastern Canada sales office and other cost reduction measures, as discussed
  above. The primary component of our operating expenses continues to be salary
  costs, including fringe benefits. Our salary and fringe benefits decreased to
  $322,482 for the six months ended June 30, 2003 from $424,467 for the six months
  ended June 30, 2002 and to $160,423 for the three months ended June 30, 2003
  from $214,997 for the three months ended June 30, 2002. These reduced salary
  and fringe benefit expenses are the result of our consolidation and other cost
  reduction measures. Our legal and accounting expenses decreased to $20,082 for
  the six months ended June 30, 2003 from $82,097 for the six months ended June
  30, 2002 and to $6,334 for the three months ended June 30, 2003 from $57,691
  for the three months ended June 30, 2002 as a result of the completion of a
  merger transaction in 2002. We believe that our legal and accounting expenses
  will increase during our third quarter as a result of our acquisition of Cryotherm,
  if this acquisition is completed. Expenses associated with consulting fees and
  computer services increased to $115,182 for the six months ended June 30, 2003,
  of which $101,430 was realized in the three months ended June 30, 2003. The
  increased consulting fees and computer services expenses incurred during the
  second quarter of 2003 were the result of our expansion in services into creative
  and production. Our rent increased to $48,769 for the six months ended June
  30, 2003 from $18,612 for the six months ended June 30, 2002 and to $25,195
  for the three months ended June 30, 2003 from $8,960 for the three months ended
  June 30, 2002 as a result of the recent move of our business offices.

LIQUIDITY AND FINANCIAL CONDITION

We had cash of $23,058 as of June 30, 2003, compared to cash
  of $50,537 as of December 31, 2002. Our working capital deficit has increased
  to $1,147,517 as of June 30, 2003 from $1,027,567 as of December 31, 2002. In
  addition, our total liabilities have increased to $2,390,077 as of June 30,
  2003 from December 31, 2002. Our increased working capital deficit and total
  liabilities reflect the fact that we continue to incur losses from operations,
  as discussed above. We have sustained our operations with advances from a company
  controlled by a principal stockholder and these funds have been applied to fund
  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.

We need to raise funds in order to continue operations and
  implement our strategies of client realization and servicing, expansion and
  maintenance of products, brand awareness, technological advancement and infrastructure
  development. We cannot assure you that additional financing will be available
  on terms favorable to us, or at all. If adequate funds are not available on
  acceptable terms, our ability to continue operations, implement our strategies,
  take advantage of unanticipated opportunities, or otherwise respond to competitive
  pressures will be significantly limited.

13

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Net cash used in operating activities was $169,749 and $83,982
  for the six months ending June 30, 2003 and 2002, respectively. Cash used in
  operations are primarily the result of the net losses of $173,295 and $375,069,
  for the six months ending June 30, 2003 and 2002, respectively.

Net cash used in investing activities was $8,988 and $11,758
  for the six months ending June 30, 2003 and June 30, 2002, respectively and
  relates to purchases property and equipment.

Net cash provided by financing activities was $192,846 and
  $75,318 for the six months ending June 30, 2003 and 2002, respectively. Cash
  provided by financing activities for the period ending June 30, 2003 consists
  of an increase in advances from related parties of $312,305. Cash provided by
  financing activities for the six months ending June 30, 2002 consists of an
  increase in bank indebtedness of $7,146 and $68,328 in advances from related
  parties.

Our ability to complete the acquisition of Cryotherm is contingent
  upon our ability to raise an additional $2,000,000 by way of a private placement
  financing of our common stock or common stock and share purchase warrants. We
  presently do not have any arrangements in place to complete this financing.
  Accordingly, there is no assurance that we will be able to complete this financing
  and satisfy this condition precedent to the closing of the acquisition of Cryotherm.
  We will not be able to satisfy this funding requirement through revenues from
  operations.

14

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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 June 30, 2003, 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.

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 June
  30, 2003, 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.                                                                                                                                                  

15

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PART II - OTHER INFORMATION

Item 1. Legal
  Proceedings

We are not a party to any material legal proceedings and to
  our knowledge, no such proceedings are threatened or contemplated.

Item 2. Changes
  in Securities

We did not complete any unregistered sales of our common stock
  during our fiscal quarter ended June 30, 2003.

Item 3. Defaults
  upon Senior Securities

None.

Item 4. Submission
  of Matters to a Vote of Security Holders

No matters were submitted to our security holders for a vote during the fiscal
  quarter ended June 30, 2003.

Item 5. Other
  Information

None.







16

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Item 6. Exhibits
  and Reports on Form 8-K.

EXHIBITS REQUIRED BY ITEM 601

|Exhibit
      Number | Description of Exhibit                                                                                                                                                                                   
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2                  | Agreement and Plan of Merger between
      emailthatpays.com, Inc. and Forge, Inc. (1)                                                                                                                   
|3.3                  | Certificate of Incorporation (1)                                                                                                                                                                         
|3.4                  | Bylaws (1)                                                                                                                                                                                               
|3.5                  | Certificate of Merger for the State
      of Florida (1)                                                                                                                                                 
|3.6                  | Certificate of Merger for the State
      of Delaware (1)                                                                                                                                                
|10.1                 | Letter of Intent with Cryotherm dated July 9,
      2003 (2)                                                                                                                                             
|10.2                 | Purchase Agreement
        and Plan of Reorganization dated July 28, 2003 between Forge, Inc., Cryotherm,
        Inc. and the major shareholders of Cryotherm, Inc. (3)                                 
|31.1                 | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002 (4)
|32.1                 | Certification
        of Chief Executive Officer and Chief Financial Officer pursuant to 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (4)

|   |   |                                                                                                                                                           
|-- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|(1 | ) | Previously filed with the Securities and Exchange
        Commission as an exhibit to the Registrant's Current Report on Form 8-K
        on May 13, 2003.
|(2 | ) | Previously filed as an exhibit to a Current Report filed on Form 8-K on
      July 14, 2003.                                                              
|(3 | ) | Previously filed as an exhibit to a Current Report filed on Form 8-K on
      August 1, 2003.                                                             
|(4 | ) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB.                                                                                              
|   |   |                                                                                                                                                           

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended June 30, 2003. However, we did file a Current report on
  Form 8-K on July 14, 2003 announcing our letter of intent for the acquisition
  of Cryotherm and a Current report on Form 8-K on August 1, 2003 announcing our
  agreement for the acquisition of Cryotherm.

17

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**SIGNATURES**

|In accordance with the requirements of the Exchange
        Act, the registrant caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                       | FORGE, INC.
|---------------------- | -----------
|                       |            
|                       |            
|Dated: August 15, 2003 | By:        
|                       |            
|                       |            
|                       |            
|                       |            

18

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