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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

**x****** Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  For the quarterly period ended September 30, 2003

** ̈****** Transition
  Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 
  For the transition period ____________ to _____________

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          | (IRS Employer Identification No.)
|incorporation or organization)           |                                  
|                                         |                                  
|Suite 610  375 Water Street             |                                  
|Vancouver, British Columbia, Canada      | V7V 4N3                          
|(Address of principal executive offices) | (Zip Code)                       

Issuers telephone number, including area code: 604-801-5566

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 Securities Exchange Act of 1934 during
  the preceding 12 month period (or for such shorter period that the issuer 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 stock, as of the latest practicable date: 12,311,755 Shares
  of Common Stock, $0.001 par value per share outstanding as of November 5, 2003.

1

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FORGE, INC.

FORM 10-QSB

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

INDEX

|                                                                                                     |                                                                                                                                                   | Page | 
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | 
|                                                                                                     |                                                                                                                                                   |      | 
|PART I - FINANCIAL INFORMATION                                                                       |                                                                                                                                                   |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 1 - Financial Statements                                                                        |                                                                                                                                                   |     
|                                                                                                     |                                                                                                                                                   |      | 
|                                                                                                     | Consolidated Balance Sheets As of September 30, 2003 (Unaudited) and December
      31, 2002                                                      | 4    | 
|                                                                                                     |                                                                                                                                                   |      | 
|                                                                                                     | Consolidated Statements of Operations and Deficit (Unaudited) For the
      Three and Nine Months Ended September 30, 2003 and September 30, 2002 | 5    | 
|                                                                                                     |                                                                                                                                                   |      | 
|                                                                                                     | Consolidated Statements of Cash Flows (Unaudited) For the Nine Months
      Ended September 30, 2003 and September 30, 2002                       | 6    | 
|                                                                                                     |                                                                                                                                                   |      | 
|                                                                                                     | Notes to Unaudited Consolidated Financial Statements                                                                                              | 7-12 | 
|                                                                                                     |                                                                                                                                                   |      | 
|Item 2 - Management's Discussion and Analysis of Financial
      Condition and Results of Operations | 13-18                                                                                                                                             |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 3 - Controls and Procedures                                                                     | 19                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|PART II - OTHER INFORMATION                                                                          |                                                                                                                                                   |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 1 - Legal Proceedings                                                                           | 20                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 2 - Changes in Securities and Use of Proceeds                                                   | 20                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 3 - Defaults Upon Senior Securities                                                             | 20                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 4 - Submission of Matters to a Vote of Security Holders                                         | 21                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 5 - Other Transactions                                                                          | 21                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|Item 6 - Exhibits and Reports on Form 8-K                                                            | 21                                                                                                                                                |     
|                                                                                                     |                                                                                                                                                   |      | 
|Signature                                                                                            | 22                                                                                                                                                |     

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)

September 30, 2003 and December 31, 2002

|                                                      |   | September 30, |   |   | December 31, |  
|----------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                      |   | 2003          |   |   | 2002         |  
|                                                      |   |               |   |   |              |  
|Assets                                                |   |               |   |   |              |  
|                                                      |   |               |   |   |              |  
|Current assets:                                       |   |               |   |   |              |  
|Cash                                                  | $ | 6,193         |   | $ | 50,537       |  
|Accounts receivable                                   |   | 121,723       |   |   | 270,880      |  
|Prepaid
      expenses                                |   | 7,886         |   |   | 523          |  
|                                                      |   | 135,802       |   |   | 321,940      |  
|Property and equipment, less accumulated depreciation |   | 85,177        |   |   | 80,983       |  
|Technology and other assets (Note 4)                  |   | 1,324,936     |   |   | -            |  
|                                                      |   |               |   |   |              |  
|                                                      | $ | 1,545,915     |   | $ | 402,923      |  
|                                                      |   |               |   |   |              |  
|Liabilities and Stockholders Deficit                 |   |               |   |   |              |  
|                                                      |   |               |   |   |              |  
|Current liabilities:                                  |   |               |   |   |              |  
|Bank indebtedness                                     | $ | 81,711        |   | $ | -            |  
|Accounts payable
      and accrued liabilities        |   | 1,492,424     |   |   | 705,993      |  
|Accrued salaries                                      |   | 18,339        |   |   | 21,548       |  
|Unearned revenue                                      |   | -             |   |   | 455,633      |  
|Loan payable 
      current portion                  |   | -             |   |   | 160,327      |  
|Lease obligation
      - current portion              |   | 6,612         |   |   | 6,006        |  
|Due
      to related parties  current portion        |   | 520,473       |   |   | -            |  
|                                                      |   | 2,119,559     |   |   | 1,349,507    |  
|                                                      |   |               |   |   |              |  
|Due to related parties                                |   | 544,525       |   |   | 628,853      |  
|Loans payable                                         |   | 165,000       |   |   | 28,016       |  
|Lease obligation                                      |   | -             |   |   | 4,231        |  
|Total liabilities                                     |   | 2,829,084     |   |   | 2,010,607    |  
|                                                      |   |               |   |   |              |  
|Stockholders deficit:                                |   |               |   |   |              |  
|Common stock (note
      7)                           |   | 12,123        |   |   | 520          |  
|Additional paid-in
      capital (note 7)             |   | 4,481,283     |   |   | 3,645,386    |  
|Deficit                                               |   | (5,503,955    | ) |   | (5,238,895   | )
|Accumulated other
      comprehensive income (loss):  |   |               |   |   |              |  
|Foreign
      currency translation adjustment         |   | (272,620      | ) |   | (14,695      | )
|Total
      stockholders deficit                     |   | (1,283,169    | ) |   | (1,607,684   | )
|                                                      |   |               |   |   |              |  
|                                                      | $ | 1,545,915     |   | $ | 402,923      |  

See accompanying notes to unaudited interim consolidated financial
  statements

4

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

Nine months ended September 30, 2003 and September 30, 2002

|                                   |   | Three Months Ended |   |   | Nine Months Ended |  
|---------------------------------- | - | ------------------ | - | - | ----------------- | -
|                                   |   | September 30,      |   |   | September 30,     |  
|                                   |   | 2003               |   |   | 2002              |  
|                                   |   |                    |   |   |                   |  
|                                   |   |                    |   |   |                   |  
|Revenue                            | $ | 713,428            |   | $ | 365,237           |  
|                                   |   |                    |   |   |                   |  
|Cost of revenue                    |   | (589,503           | ) |   | (283,092          | )
|Gross profit                       |   | 123,925            |   |   | 82,145            |  
|                                   |   |                    |   |   |                   |  
|Operating expenses:                |   |                    |   |   |                   |  
|Depreciation                       |   | 5,843              |   |   | 7,479             |  
|Salaries and fringe
      benefits |   | 87,894             |   |   | 180,961           |  
|Legal and accounting               |   | -                  |   |   | 12,016            |  
|Consulting fees
      and          |   |                    |   |   |                   |  
|computer
      services            |   | 70,076             |   |   | 66,569            |  
|Phones and utilities               |   | 1,576              |   |   | 4,470             |  
|Rent                               |   | 14,947             |   |   | 9,676             |  
|Advertising and
      promotion    |   | 4,320              |   |   | 13,997            |  
|Other selling, general             |   |                    |   |   |                   |  
|and
      administrative           |   | 10,440             |   |   | 11,471            |  
|                                   |   | 195,096            |   |   | 306,639           |  
|                                   |   |                    |   |   |                   |  
|Loss from operations               |   | (71,171            | ) |   | (224,494          | )
|                                   |   |                    |   |   |                   |  
|Other income (expenses):           |   |                    |   |   |                   |  
|Interest expense                   |   | (20,594            | ) |   | (19,333           | )
|                                   |   |                    |   |   |                   |  
|Net loss                           |   | (91,765            | ) |   | (243,827          | )
|                                   |   |                    |   |   |                   |  
|Deficit, beginning of period       |   | (5,412,190         | ) |   | (4,917,393        | )
|                                   |   |                    |   |   |                   |  
|Deficit, end of period             | $ | (5,503,955         | ) | $ | (5,161,220        | )
|                                   |   |                    |   |   |                   |  
|Net loss per common share,         |   |                    |   |   |                   |  
|basic and diluted                  | $ | (0.18              | ) | $ | (0.47             | )
|                                   |   |                    |   |   |                   |  
|Weighted average common            |   |                    |   |   |                   |  
|shares outstanding,
      basic    |   |                    |   |   |                   |  
|and diluted                        |   | 519,751            |   |   | 519,751           |  

See accompanying notes to unaudited interim consolidated financial
  statements

5

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

September 30, 2003 and September 30, 2002

|                                                                 |   | Nine Months Ended |  
|---------------------------------------------------------------- | - | ----------------- | -
|                                                                 |   | September 30,     |  
|                                                                 |   | 2003              |  
|                                                                 |   |                   |  
|Cash provided by (used in):                                      |   |                   |  
|                                                                 |   |                   |  
|Operations:                                                      |   |                   |  
|Net loss                                                         | $ | (265,060          | )
|Items not involving
      cash:                                  |   |                   |  
|Depreciation                                                     |   | 17,267            |  
|Changes in operating
      assets and liabilities:               |   |                   |  
|Change
      in accounts receivable                              |   | 165,701           |  
|Change
      in prepaid expenses                                 |   | (7,923            | )
|Change
      in accounts payable and accrued liabilities         |   | 274,063           |  
|Change
      in unearned revenue                                 |   | (455,633          | )
|Change
      in accrued salaries                                 |   | (3,209            | )
|Net cash used in
      operating activities                      |   | (274,764          | )
|                                                                 |   |                   |  
|Cash flows used in investing activities:                         |   |                   |  
|Purchase of property
      and equipment                         |   | (8,485            | )
|Cash
      of Cryotherm at acquisition date (Note 6)             |   | 6,193             |  
|Net cash used in
      investing activities                      |   | (2,292            | )
|                                                                 |   |                   |  
|Cash flows from financing activities:                            |   |                   |  
|Repayment of lease
      obligation                              |   | (3,625            | )
|Proceeds from bank
      indebtedness                            |   | 81,711            |  
|Proceeds from (repayment
      of) advances from related parties |   | 196,264           |  
|Repayment
      of loans payable                                 |   | (22,205           | )
|Net cash provided
      by financing activities                  |   | 252,145           |  
|                                                                 |   |                   |  
|Effect of exchange rate on cash                                  |   | (19,403           | )
|Increase (decrease) in cash                                      |   | (44,344           | )
|                                                                 |   |                   |  
|Cash, beginning of period                                        |   | 50,537            |  
|                                                                 |   |                   |  
|Cash, end of period                                              | $ | 6,193             |  
|                                                                 |   |                   |  
|Supplementary information:                                       |   |                   |  
|Interest paid                                                    |   | 12,494            |  
|                                                                 |   |                   |  
|Non-cash transactions:                                           |   |                   |  
|Equity instruments issued on acquisition of technology           |   | 7,500             |  

See accompanying notes to unaudited interim consolidated financial
  statements

6

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

1.The Company and
  description of business:

Forge, Inc. (the "Company" or Forge) 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 September 30, 2003, the Company
  has negative working capital of $1,983,757. The Company's ability to meet its
  obligations in the ordinary course of business is dependent upon continued advances
  shareholders, 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. If unable to meet current obligations, the Company
  may be forced to significantly scale back business operations with the result
  that its ability to earn revenues and achieve profitability may be adversely
  affected.

7

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

3.Basis of presentation:

The unaudited consolidated financial statements of the Company
  at September 30, 2003 and for the three and nine 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 nine months ended September 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.Acquisition
  of Cryotherm, Inc.

On September 30, 2003, Forge completed the acquisition of
  97.5% of Cryotherm, Inc. a Delaware Corporation in exchange for 7,403,197 common
  shares of Forge. The outstanding options and warrants of Cryotherm were also
  exchanged for options and warrants of Forge based on a conversion ratio of 0.23456789
  Forge options for each Cryotherm option and warrant. In addition, certain shareholder
  advances of Cryotherm in the aggregate principal amount of $450,000 will be
  convertible at the option of the holder into an aggregate of 633,333 shares
  of Forge.

The shares issued to the former Cryotherm stockholders in
  the acquisition represent approximately 61% of Forges total issued and
  outstanding shares. Immediately following the closing of the acquisition, former
  Cryotherm stockholders, option holders and convertible debenture holders owned
  or had the right to acquire 64% of the fully diluted common shares of Forge.
  Accordingly, the merger constitutes a change of control of Forge.

For accounting purposes however, notwithstanding the change
  of control of Forge, the acquisition of Cryotherm is treated as an acquisition
  of the net assets of Cryotherm by Forge as Cryotherm was, prior to completion
  of the transaction, a development stage company that did not meet the definition
  of a business for accounting purposes. This means that the net assets of Cryotherm
  are valued at their fair market value and that value is assigned to the equity
  instruments deemed issued by Forge. In addition, as Forge is considered to have
  acquired Cryotherms net assets, the historical financial statements of
  Forge will reflect Forges operations to the date of the acquisition and
  combined with Cryotherm thereafter.

8

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

4.Acquisition of
  Cryotherm, Inc. (continued)

The fair value of the net assets of Cryotherm at September 30, 2003 were as follows:

|Assets      |                                                           |   |          
|----------- | --------------------------------------------------------- | - | ---------
|            |                                                           |   |          
|            | Cash                                                      |   | 6,193    
|            |                                                           |   |          
|            | Property and equipment                                    |   | 3,226    
|            |                                                           |   |          
|            | Technology and other assets                               |   | 1,324,936
|            |                                                           |   |          
|            | Leasehold
      interest                                  |   | 9,750    
|            |                                                           |   |          
|            | Total assets                                              |   | 1,344,105
|            |                                                           |   |          
|Liabilities |                                                           |   |          
|            |                                                           |   |          
|            | Accounts payable                                          |   | 307,932  
|            |                                                           |   |          
|            | Interest payable                                          |   | 58,200   
|            |                                                           |   |          
|            | Due to stockholder                                        |   | 310,473  
|            |                                                           |   |          
|            | Current portion of notes payable to stockholders          |   | 210,000  
|            | Long-term portion of notes payable to                     |   |          
|            | stockholders                                              |   | 450,000  
|            |                                                           |   |          
|            | Total
      liabilities                                   |   | 1,336,605
|            |                                                           |   |          
|            | Net assets acquired, being fair value assigned
      to   |   |          
|            | equity
      instruments issued to effect the transaction | $ | 7,500    

The balances due to stockholder and notes payable to stockholders
  bear interest at 6.5%, are unsecured and have no set terms of repayment.

The company is currently performing a detailed assessment
  of the technology and related assets. The results of this assessment could have
  a significant impact on the carrying value of the technology and related assets.
  Any write-down will be made once the assessment has been concluded.

9

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

5.Due to Related
  Parties:

Included in due to related parties are certain shareholder
  advances of Cryotherm totaling $450,000 that are convertible at the option of
  the holder into an aggregate of 633,333 shares of Forge.

6.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 accumulated other comprehensive income
  (loss)) in stockholders' equity.

7.Capital
  Structure:

|                                                         | Company    |  |   |           |  |   | Additional | 
|-------------------------------------------------------- | ---------- |  | - | --------- |  | - | ---------- | 
|                                                         | common     |  |   |           |  |   | paid in    | 
|                                                         | shares     |  |   | Par value |  |   | capital    | 
|                                                         |            |  |   |           |  |   |            | 
|December 31, 2002                                        | 519,751    |  | $ | 520       |  | $ | 3,645,386  | 
|                                                         |            |  |   |           |  |   |            | 
|Conversion of shareholder loan                           | 4,200,000  |  |   | 4,200     |  |   | 835,800    | 
|Shares issued on acquisition of Cryotherm (note
      4) | 7,403,197  |  |   | 7,403     |  |   | 97         | 
|                                                         |            |  |   |           |  |   |            | 
|September 30, 2003                                       | 12,122,948 |  | $ | 12,123    |  | $ | 4,481,283  | 

10

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

8.Common Stock
  Options and Warrants:

|                                                                 |   | Weighted |  |             | 
|---------------------------------------------------------------- | - | -------- |  | ----------- | 
|                                                                 |   | Average  |  |             | 
|                                                                 |   | exercise |  | Outstanding | 
|                                                                 |   | price    |  | options     | 
|                                                                 |   |          |  |             | 
|Outstanding as of December 31, 2002                              | $ | -        |  | -           | 
|                                                                 |   |          |  |             | 
|Granted on acquisition of Cryotherm (note 4); fully
      vested |   | 0.43     |  | 324,877     | 
|                                                                 |   |          |  |             | 
|Outstanding as of September 30, 2003                             | $ | 0.43     |  | 324,877     | 

|                                                                 |   | Weighted |  |             | 
|---------------------------------------------------------------- | - | -------- |  | ----------- | 
|                                                                 |   | Average  |  |             | 
|                                                                 |   | exercise |  | Outstanding | 
|                                                                 |   | price    |  | warrants    | 
|                                                                 |   |          |  |             | 
|Outstanding as of December 31, 2002                              | $ | -        |  | -           | 
|                                                                 |   |          |  |             | 
|Granted on acquisition of Cryotherm (note 4); fully
      vested |   |          |  |             | 
|Each warrant exchangeable for one common share                   |   | 0.68     |  | 125,000     | 
|                                                                 |   |          |  |             | 
|Outstanding
      as of September 30, 2003                       | $ | 0.68     |  | 125,000     | 

|9.         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.

10.       Subsequent events:

The company completed the acquisition of the remaining 2.5%
  of Cryotherm effective October 28, 2003 by the issuance of 188,827 common shares.

11

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

11.         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
        September 30 | Nine Months Ended September 30
|---------------------------------------------------------------------------------- | --------------------------------------- | ------------------------------
|                                                                                   | 2003                                    | 2002                          
|Net loss                                                                           | $(91,765)                               | $(243,827)                    
|Other comprehensive (income) / loss: Foreign currency translation
      adjustment | (5,986)                                 | 33,919                        
|Comprehensive loss                                                                 | $85,779                                 | $(277,746)                    

12

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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 successfully execute our business model;
- our ability to complete the commercialization of the Cryotherm products;
- our ability to market and sell the Cryotherm products is commercialization
    is completed;
- development of an e-commerce market;
- 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 outline 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 a Delaware corporation involved in the following businesses:

|1. | The Forge and Ignite businesses of providing "permission-based"
        e-mail marketing and integrated advertising strategies services; and                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                       
|2. | The Cryotherm business of creating and commercializing
        products that will be targeted at satisfying the growing worldwide industrial
        demand for lower-cost, cleaner ways to generate electricity without burning
        fossil fuels.

FORGE/IGNITE BUSINESS

Up until September 30, 2003, our primary business has been
  the Forge/Ignite 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

13

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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
  e-mail 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.

ACQUISITION OF CRYOTHERM

We completed the acquisition of a 97.5% interest in Cryotherm,
  Inc., a Delaware corporation (Cryotherm) on September 30, 2003.
  On closing, we issued an aggregate of 7,403,197 shares of our common stock to
  the selling shareholders of Cryotherm based on a conversion ratio of 0.23456789
  shares of our common stock for each share of Cryotherm common stock. In addition,
  the outstanding options and warrants of Cryotherm were exchanged for options
  and warrants of Forge based on this conversion ratio. We completed the acquisition
  of the remaining 2.5% of Cryotherm effective October 28, 2003 by the issuance
  of 188,827 shares of our common stock to the remaining shareholders of Cryotherm.
  Accordingly, Cryotherm is now our 100% wholly owned operating subsidiary. Our
  acquisition of Cryotherm was completed pursuant to a purchase agreement and
  plan of reorganization dated July 28, 2003 between us, Cryotherm and principal
  shareholders of Cryotherm holding approximately 74.95% of the outstanding common
  shares of Cryotherm.

We also converted $840,000 of our liabilities into 4,200,000
  shares of our common stock pursuant to cancellation of indebtedness agreements
  that we entered into with certain of our creditors. These cancellation of indebtedness
  agreements were completed effective September 30, 2003 concurrent with the acquisition
  of the initial 97.5% interest in Cryotherm.

In aggregate, we issued the following securities to acquire
  Cryotherm and to complete the debt settlement:

|1. | An aggregate of 7,592,024 shares of our common stock
        to acquire the 100% interest in Cryotherm;                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                         
|2. | An aggregate of 4,200,000 shares of our common stock
        to certain of our creditors to settle $840,000 in outstanding indebtedness;
|   |                                                                                                                                         
|3. | Warrants to purchase an aggregate of 125,000 shares
        of our common stock at a weighted price of $0.6821 per share.               
|   |                                                                                                                                         
|4. | Options to purchase an aggregate of 324,877 shares
        of our common stock at a weighted price of $0.4263 per share.                

In addition, we have assumed the conversion obligation of certain
  convertible notes of Cryotherm in the aggregate principal amount of $450,000
  that are now convertible at the option of the holder into an aggregate of 633,333
  shares of our common stock.

On closing, our directors appointed Lawrence Shultz and Jim
  Gayle to our board of directors. Our new board of directors has approved the
  change of our corporate name to Encore Clean Energy Inc. and has
  authorized a shareholder meeting of Forge to obtain shareholder approval, to
  the extent required, to the name change, a 3 for 1 forward stock split, and
  an increase to the authorized capital of Forge to 100,000,000 shares of common
  stock. We plan to complete the change of our corporation to Encore Clean
  Energy Inc. by completion of a merger of Cryotherm into Forge under Delaware
  General Corporation Law.

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CRYOTHERM BUSINESS

Cryotherm has acquired rights to proprietary clean energy
  technologies that it plans to commercialize. Cryotherms business plan
  involves creating products that will be targeted at satisfying the anticipated
  growing worldwide industrial demand for lower-cost, cleaner ways to generate
  electricity without burning fossil fuels. Cryotherms primary focus is
  the commercialization of a Drum Jet Turbine that incorporates its licensed proprietary
  technologies. The Drum Jet Turbine is being commercialized for use in high pressure
  gas wells and pipelines where the Drum Jet Turbine can be installed to generate
  electricity from pressure drops occurring within the wells and pipelines. Cryotherm
  has completed the development of its initial Drum Jet Turbine prototypes. Cryotherm
  is currently working on a testing program to install and operate its prototype
  Drum Jet Turbine with a major gas well operator and a major gas pipeline operator.
  The objective of these tests will be used to provide the engineering results
  and data necessary to refine the design of Cryotherms drum jet turbines
  for commercial use. Cryotherms business plan is to sell its Drum Jet Turbines
  to gas well and gas pipeline owners and operators for generation of electricity
  and to pursue the development of other products incorporating its proprietary
  licensed technology.

CRYOTHERM PLAN OF OPERATIONS

Our plan of operations for the Cryotherm business for the
  next twelve months includes the following elements:

1.
      Cryotherm will pursue the testing
          of its Drum Jet Turbine prototypes on industrial applications, including
          gas wells and gas pipelines. Cryotherm anticipates that this testing
          program will take approximately nine months. The results of this testing
          program will be used to further refine the design of the Drum Jet Turbine
          products and to identify the optimal sizes and configurations of the
          Drum Jet Turbine for various commercial applications.2.
      Cryotherm plans to undertake the finalization
          of the design and specifications for its first commercial Drum Jet Turbine
          products. The stage of development will be undertaken concurrently with
          the product testing program and will use the results of the testing
          program to refine the design and specifications of the Drum Jet Turbine.3.
      Cryotherm will refine its marketing
          and sales program for the Drum Jet Turbine. The anticipated costs of
          manufacturing the Drum Jet Turbine will be analyzed using the final
          designs and specifications for the Drum Jet Turbine. These costs will
          be used to develop a business model for installation of the Drum Jet
          Turbine in various commercial applications. The business models will
          be analyzed in order to identify the optimum target market for the Drum
          Jet Turbine. Cryotherm anticipates that the optimum market will depend
          on various factors, including the availability of a source of high pressure
          gas, the electricity that can be generated from a Drum Jet Turbine based
          on the available pressure, the cost of the manufacture and installation
          of the Drum Jet Turbine and the price of electricity in the targeted
          customers market.4.
      Cryotherm will continue the research
          and development of those products that are currently the subject of
          its research and development activity. Cryotherm plans to focus on commercialization
          of the Drum Jet Turbine as its primary focus. Research and development
          activities may have to be scaled back depending on the amount of funding
          that is available to fund these activities.


We anticipate spending approximately $3,000,000 in pursuing
  our plan of operations for the Cryotherm business over the next twelve months.
  These amounts are in excess of our current working capital and the anticipated
  revenues that we anticipate will be generated by the Forge/Ignite business over
  the next twelve months. We anticipate that the Cryotherm business will not generate
  any revenues over the next twelve months. Accordingly, we will depend on financing
  in order to fund the plan of operations for our Cryotherm business. We anticipate
  that any financing will be equity financing as debt financing will not be available
  at this stage of the Cryotherm business. We do not have any arrangements in
  place for the financing necessary to fund the plan of operations for the Cryotherm
  business. If less financing than required is achieved, then our plan of operations
  will be scaled back according to the amount of funds available. Our inability
  to raise

15

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funds for the Cryotherm business will severely restrict our
  ability to complete the development and commercialization of Cryotherms
  products.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDING
  SEPTEMBER 30, 2003 AND 2002

Our results of operations for the three and nine months ending
  September 30, 2003 and 2002 reflect only the results and operations of our Forge/Ignite
  business. Our acquisition of Cryotherm was completed on September 30, 2003.
  This acquisition is treated by us for accounting purposes as an acquisition
  of the net assets of Cryotherm by Forge. As a result, our historical financial
  statements up to September 30, 2003 reflect the results of operations of Forge
  to September 30, 2003. Our financial statements for periods commencing October
  1, 2003 will reflect the combined operations of Forge and Cryotherm.

Revenue

We earn revenues from our Forge/Ignite business 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.

Our revenues increased to $2,274,050 for the nine months ended
  from $1,657,921 for the nine months ended September 30, 2002, representing an
  increase of $616,129 or 37%. The increase in revenues for the nine month period
  resulted from the addition of new clients, increased spending by existing clients
  and an expansion to our services into creative services and production. Revenues
  increased to $713,428 for the three months ended September 30, 2003 from $365,237
  for the three months ended September 30, 2002, representing an increase of $348,191
  or 95%. This increase results from increased spending by clients, the return
  of a previous client and an expansion of our services into creative services
  and production.

Cost of revenue

Cost of revenue represents the cost of advertising purchased
  for clients. Our cost of revenue increased to $1,705,998 for the nine months
  ended September 30, 2003 from $1,237,377 for the nine months ended September
  30, 2002, representing an increase of $468,621 or 37%. This increase in cost
  of revenue is reflective of our increased revenue during the nine month period.
  Cost of revenue increased to $589,503 for the three month period ended September
  30, 2003 from $283,092 for the three month period ended September 30, 2003,
  representing an increase of $306,411 or 108%. The increase in our cost of revenue
  for the three month period ended September 30, 2003 was attributable to an increase
  in our revenues for this period.

Gross Profit

Our gross profit increased to $568,052 for the nine months
  ended September 30, 2003 from $420,583 for the nine months ended September 30,
  2002. As a percentage of revenues, our gross profit remained the same at 25%
  of revenues for the nine months ended September 30, 2003 as it did for the nine
  months ended September 30, 2002. Our gross profit increased to $123,925 for
  the three months ended September 30, 2003 from $82,145 for the three months
  ended September 30, 2002. As a percentage of revenues our gross

16

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profit decreased to 17% for the three months ended September
  30, 2002 from 22% for the three months ended September 30, 2002. We believe
  this decrease in gross profit reflects the seasonal fluctuations in retail advertising.
  We believe that our gross profits will steadily increase if our growth in creative
  and production services continues as this is a higher margin component of our
  business.

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 $772,784 for the nine
  months ended September 30, 2003 from $992,228 for the nine months ended September
  30, 2002, representing a decrease of $219,444 or 22%. Our operating expenses
  decreased to $195,096 for the three months ended September 30, 2003 from $306,639
  for the three months ended September 30, 2002, representing a decrease of $111,543
  or 36%. 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 $410,376 for the nine months ended September 30, 2003
  from $605,428 for the nine months ended September 30, 2002 and to $87,894 for
  the three months ended September 30, 2003 from $180,961 for the three months
  ended September 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 $19,116 for the nine months ended September
  30, 2003 from $94,113 for the nine months ended September 30, 2002 and to NIL
  for the three months ended September 30, 2003 from $12,016 for the three months
  ended September 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 fourth quarter as a result of our acquiring Cryotherm. Expenses associated
  with consulting fees and computer services increased to $186,224 for the nine
  months ended September 30, 2003, of which $70,076 was realized in the three
  months ended September 30, 2003. The increased consulting fees and computer
  services incurred during the third quarter of 2003 were the result of our expansion
  in services into creative and production. Our rent increased to $63,716 for
  the nine months ended September 30, 2003 from $28,288 for the nine months ended
  September 30, 2003 and to $14,947 for the three months ended September 30, 2003
  from $9,676 for the three months ended September 30, 2002 as a result of the
  recent move of our business offices.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Working Capital

We had cash of $6,193 as of September 30, 2003, compared to
  cash of $50,537 as of December 31, 2002. We had bank indebtedness of $81,711
  as of September 30, 2003, compared to bank indebtedness of $nil as of December
  31, 2002. Our working capital deficit has increased to $1,983,757 as of September
  30, 2003 from $1,027,567 as of December 31, 2002. In addition, our total liabilities
  have increased to $2,829,084 as of September 30, 2003 from $2,010,607 as of
  December 31, 2002. The increases to our working capital deficit and total liabilities
  are primarily attributable to our acquisition of Cryotherm which had liabilities
  of $1,336,605 as of September 30, 2003. The increase in liabilities associated
  with our acquisition of Cryotherm was offset by the reduction to our liabilities
  in the amount of the $840,000 attributable to the debt settlement agreements
  that we completed concurrently with our acquisition of Cryotherm. Our increased
  working capital deficit and total liabilities also reflect the fact that we
  continue to incur losses from operations, as discussed above.

Cash Flows

Net cash used in operating activities was $274,764 and $92,225
  for the nine months ending September 30, 2003 and 2002, respectively. Cash used
  in operations are primarily the result of the net losses of $265,060 and $618,896,
  for the nine months ending September 30, 2003 and 2002, respectively.

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Net cash used in investing activities were $2,292 and $13,392
  for the nine months ending September 30, 2003 and September 30, 2002, respectively
  and relates to purchases of property and equipment.

Net cash provided by financing activities was $252,145 and
  $68,993 for the nine months ending September 30, 2003 and 2002, respectively.
  Cash provided by financing activities for the period ending September 30, 2003
  consists primarily of proceeds from bank indebtedness.

Financing Requirements

We anticipate that we will require additional financing in
  the amount of $3,000,000 in order to fund our plan of operations for Cryotherm
  over the next twelve months, as discussed above under Cryotherm Plan of
  Operations. In addition, we anticipate that we will continue to require
  additional financing to fund our Forge/Ignite business continues to consume
  more cash in operating activities than is generated. We plan to pursue 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 this plan of operations for the next twelve months. We do not have any
  arrangements in place for equity financings and there is no assurance that any
  equity financing will be achieved. If an equity financing is achieved, then
  it is anticipated that existing shareholders will suffer dilution.

We have sustained our operations to date 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 for our Forge/Ignite business 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.

Private Placement Financing

Our board of directors has approved a private placement of
  units at a price of $1.00 per unit, with each unit to be comprised of one share
  of common stock and one share purchase warrant. Each warrant will entitle the
  subscriber to purchase one additional share of our common stock at a price of
  $1.50 US per share during the three year period following closing, subject to
  a forced exercise right in favour of the Company. Upon the completion of the
  sale of the offered Units, we will undertake to file a registration statement
  under the Securities Act of 1933 in an appropriate form in order to register
  the resale of the Shares and the shares issuable upon exercise of the Warrants.
  We will use our best efforts to ensure filing of the registration statement
  within 90 days of the date of closing of the private placement. Upon effectiveness
  of the registration statement, as described above, we will have the right to
  require the subscriber to exercise the warrants during the thirty day period
  following the date on which our common stock has traded at a minimum price of
  at least $2.00 per share for ten consecutive trading days at a minimum volume
  of 25,000 shares per day. If the warrants are not exercise during this period,
  then the warrants will terminate. We have not completed any sales pursuant to
  this offering to date and there is no assurance any sales will be completed.

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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 September 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 September
  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:

Pertain to the maintenance of records that in reasonable detail
  accurately and fairly reflect the transactions and dispositions of the assets
  of the registrant;

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

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.

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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 and Use of Proceeds.

We did not complete any sales of our common stock without
  registration pursuant to the Securities Act of 1933 (the 1933 Act)
  during our fiscal quarter ended September 30, 2003, except as described below:

|1. | We completed the issuance of 4,200,000 shares of
        our common stock to certain of our creditors in consideration for the
        cancellation of an aggregate of $840,000 of previously outstanding indebtedness.
        The 4,200,000 shares were issued pursuant to Rule 903 of Regulation S
        of the Securities Act of 1933. Each creditor represented to us that the
        creditor was not a U.S. Person, as defined in Regulation S.
        The offers to the creditors to settle the indebtedness were made outside
        of the United States. In addition, each creditor acknowledged that the
        shares are restricted shares under the 1933 Act and cannot
        be transferred other than pursuant to a registration statement under the
        1933 Act or pursuant to an exemption from the registration requirements
        of the 1933 Act. All certificates representing the shares issued were
        endorsed with a legend confirming the status of the shares as restricted
        shares under the 1933 Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | We completed the acquisition of 97.5% of the issued
        and outstanding shares of Cryotherm effective September 30, 2003. As a
        result of this transaction, Cryotherm became a 97.5% owned subsidiary
        of Forge as of September 30, 2003. Cryotherm is a Delaware corporation
        incorporated on January 8, 2002. Our acquisition of Cryotherm was completed
        pursuant to a purchase agreement and plan of reorganization dated July
        28, 2003 between us, Cryotherm and principal shareholders of Cryotherm
        holding approximately 74.95% of the outstanding common shares of Cryotherm
        (the Acquisition Agreement). Under the terms of the Acquisition
        Agreement, the remaining shareholders of Cryotherm executed joinder agreements
        to become party to the Acquisition Agreement. We issued an aggregate of
        7,403,197 shares of our common stock to the shareholders of Cryotherm
        who had executed the Acquisition Agreement or joinder agreements as of
        September 30, 2003 in consideration for the transfer to us of the 97.5%
        interest in Cryotherm. The 7,403,197 shares were issued pursuant to Rule
        506 of Regulation D of the Securities Act of 1933. Each former shareholder
        of Cryotherm who was issued shares represented to us in the Acquisition
        Agreement or their respective joinder agreement that the shareholder is
        an Accredited Investor, as defined in Rule 501 of Regulation
        D. In addition, each shareholder acknowledged that the shares had been
        issued pursuant to an exemption from the registration requirements of
        the 1933 Act, are restricted shares under the 1933 Act and
        cannot be transferred other than pursuant to a registration statement
        under the 1933 Act or pursuant to an exemption from the registration requirements
        of the 1933 Act. All certificates representing the shares issued were
        endorsed with a legend confirming the status of the shares as restricted
        shares under the 1933 Act. We completed the acquisition of the remaining
        2.5% of Cryotherm effective October 28, 2003 by the issuance of 188,827
        shares of our common stock to the remaining shareholders of Cryotherm.
        Again, these shares were issued to the shareholders of Cryotherm in reliance
        of Rule 506 of Regulation D of the 1933 Act on the basis that each shareholder
        of Cryotherm who was issued shares is an Accredited Investor,
        as defined in Rule 501 of Regulation D.

Item 3.         Defaults Upon Senior
  Securities.

None.

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

No matters were submitted to our security holders for a vote
  during during our fiscal quarter September 30, 2003

Item 5.         Other
  Information.

None.

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

EXHIBITS REQUIRED BY ITEM 601

|ExhibitNumber | 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)                         
|10.3          | Amendment to Purchase Agreement and
        Plan of Reorganization dated August 25, 2003 between Forge, Inc., Cryotherm,
        Inc. and the major shareholders of Cryotherm, Inc. (4)          
|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 (5)
|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 (5)

|    |                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) | Previously filed as an exhibit to Current Report on Form 8-K filed with
      the Securities and Exchange Commission on October 15, 2003.                 
|(5) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB.                                                                                              
|    |                                                                                                                                                           

REPORTS ON FORM 8-K

During our fiscal quarter ended September 30, 2003, we filed
  a Current Report on Form 8-K on July 14, 2003 to disclose our execution of a
  letter intent for the acquisition of Cryotherm. We filed a Current Report on
  Form 8-K on August 1, 2003 to disclosure our execution of an agreement for the
  acquisition of Cryotherm. Subsequent to September 30, 2003, we filed a Current
  Report on Form 8-K on October 15, 2003 to disclose our acquisition of a 97.5%
  interest in Cryotherm.

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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: November 18, 2003 | By: | /s/ Daniel Hunter                         
|                         |     | Daniel Hunter                             
|                         |     | Chief Executive Officer,                  
|                         |     | Principal Accounting and Financial Officer
|                         |     | and Director                              

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