8-K

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

                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                 August 29, 2005
                                 ---------------
                Date of Report (Date of earliest event reported)

                            ENCORE CLEAN ENERGY, INC.
                            -------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                      000-26047                65-0609891
________________________________________________________________________________
(State or other jurisdiction of       (Commission File           (IRS Employer
        incorporation)                     Number)           Identification No.)

               Suite 610, 375 Water Street
                  Vancouver, BC Canada                          V6B 5C6
________________________________________________________________________________
        (Address of principal executive offices)               (Zip Code)

                                 (604) 215-2500
                         ______________________________
                         Registrant's telephone number,
                               including area code


                                 Not Applicable
          _____________________________________________________________
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

________________________________________________________________________________


SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

     ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective  August 29,  2005,  the  Company  entered  into an  additional  letter
agreement  (the  "Agreement")  with Larry Shultz  concerning the transfer of his
rights in certain  Magnetic  Piston (also known as "Pellet")  Generator  ("MPG")
technology to the Company. Under this Agreement,  Mr. Shultz has assigned all of
his interest in this technology along with his interests in certain  anticipated
ventures that would utilize this technology to the Company. In consideration for
this  transfer,  the  Company  is issuing  warrants  to Mr.  Shultz to  purchase
1,500,000  shares of the  Company's  common  stock for  $0.20 per  share.  These
warrants may be exercised during the next seven years. In addition,  the Company
agrees to use its best efforts  with Mr.  Shultz's  assistance  to form at least
three  ventures with third parties to exploit this  technology in the fields of:
(a) Heavy Duty Motor  Vehicles  (weighing  over 8,500  pounds),  (b) Passenger &
Light Truck Motor  Vehicles  (weighing  less than 8,500  pounds),  and (c) Solar
Thermal ("rooftop solar and "concentrated solar" systems).  Mr. Shultz is to own
15% of each venture once at least $1 million has been  invested in each venture.
Further  investments  in such  ventures  may dilute  both Mr.  Shultz's  and the
Company's  interests in the ventures  proportionately.  The Company has full and
exclusive  rights to exploit the  technology in any other fields of use. Each of
the  ventures  in the above  three  fields  of use (for up to a maximum  of five
ventures) are to each enter into five year consulting agreements with Mr. Shultz
at a rate of $10,000 per month per  consulting  agreement to compensate  him for
services to these ventures.  Such consulting  agreements will be subject to such
terms and  conditions  as third party  investors in the ventures may  reasonably
require, including but not limited to rights to terminate if certain performance
levels  are  not  obtained,   minimum  time   commitments  and   non-competition
limitations.


This foregoing is a summary of the Agreement.  The full text of the agreement is
attached hereto as Exhibit 10.1.


This Agreement was approved by the unanimous vote of the disinterested  Board of
Directors who deemed it to be in the best interests of Encore to enter into this
Agreement with Mr. Shultz and to waive  compliance by Mr. Shultz with the Encore
Ethics Agreement with respect to this Agreement.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

     ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits
     Exhibit
      Number        Description of Exhibit
- ------------------- -----------------------------------------------------------

       10.1         Strategic Consulting Agreement - August 29, 2005

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     ENCORE CLEAN ENERGY, INC.

Date:  September 1, 2005
                                      By: /s/ Daniel Hunter
                                      -----------------------------------------
                                               Daniel Hunter
                                     Chief Executive Officer and Chief
                                     Financial Officer

                                     August 29, 2005

EX-10

Exhibit 10.1

Larry Shultz
2934-1/2 Beverly Glen Circle
Suite 301
Bel Air, CA 90077                Re: Letter of Agreement for certain MPG Rights
                                 ----------------------------------------------



Dear Larry,

     This  document  will  formalize  our  discussions  and  confirm  our mutual
agreement,  effective as of July 5, 2005, in regards to your personal  ownership
rights  in the  Magnetic  Piston  (also  known as  "Pellet")  Generator  ("MPG")
invention   and   its   commercialization   in   association   with  a   certain
California-based   hybrid   vehicle   integrator    ("HybridCo"),    a   certain
California-based  geothermal  developer  ("GeoCo"),  and  a  certain  California
Geothermal Power Generator ("CalPowerCo"), all of whom you introduced to Encore.

     Encore  (`the  Company")  acknowledges  that over the last six  months  you
("Shultz") have been intimately  involved and instrumental in the development of
the Magnetic Piston  Generator (the "MPG")  invention with Robert Hunt; that you
invested  your own money in the MPG and  contributed  your own design  ideas and
applications  to the MPG  (including  but not limited to motor  vehicle,  hybrid
vehicle, solar thermal and natural gas pipeline pressure recovery applications),
for which you may be entitled to  ownership  of certain  intellectual  property,
patent  rights  and  related  business   interests  with  HybridCo,   GeoCo  and
CalPowerCo, all of which are not currently assigned to Encore, nor covered under
Encore's  existing license agreement with Mr. Robert Hunt under the "Encore Hunt
License Agreement".

     The Company further  acknowledges the value of your original idea, business
strategy  and  efforts to  develop a joint  venture  company  with  HybridCo  to
engineer  and build  MPG  units for  global  hybrid  vehicle  applications  (the
"HybridCo Venture"), as well as the value of the technological  credibility that
HybridCo's  involvement  brings  to the MPG  technology  and,  in  turn,  to the
Company.  Furthermore,  the Company  recognizes the value of your original idea,
business  strategy  and  efforts  to  develop  the  MPG  for  global  geothermal
applications  by securing the  cooperation of the CalPowerCo to demonstrate  the
MPG in one of  their  geothermal  wells  in  California;  and the  value of your
introducing  various  geothermal  veterans,  with GeoCo,  to the  Company  which
initiated  the  Company's  entry  into  the  geothermal   business  (the  "GeoCo
Venture").

     Accordingly, Encore desires to enter into this Agreement with you to assign
ownership  to the  Company of any and all such rights that you may own in and to
the MPG and the HybridCo and GeoCo Ventures,  so that will be no future doubt as
to the  Company  owning  control  of all such  rights  in and to the MPG and the
HybridCo  and GeoCo  Ventures,  subject to the terms of the Encore Hunt  License
Agreement and this Agreement herein.

     Subject to the following terms and  conditions,  the Company desires you to
assign, and you hereby agree to assign to the Company, any and all of your past,
present or future rights in and to the MPG technology,  to the GeoCo Venture and
to the  HybridCo  Venture of your own creation  and  pro-active  implementation.
Accordingly, the Company and you hereby agree as follows:


                                       1


     1. In  consideration of the warrants being issued to you, you hereby assign
and transfer all of your rights, title and interest to the Company in and to the
Geothermal and HybridCo Ventures and in and to any and all intellectual property
with regard to MPG  technology  in which you have any  interest and you agree to
execute  assignments  of such  technology or of your interest in the ventures or
any  other  documentation  of such  assignments  and  transfer  as  Company  may
reasonably  request  from time to time in order to  document  and  establish  in
writing such  assignment  and  transfer.  In addition to  assigning  any and all
rights that you may own in and to the MPG technology,  and to the Geothermal and
HybridCo Ventures,  you also hereby assign and transfer your ownership rights to
the Company of the following  U.S.  Trademark  and Website  addresses or Uniform
Resource Locators ("URL's") relating to various MPG applications:

          A. Trademark: HeatSeeker / US Trademark Class 7 - Electric Generators.

               B. Websites:

                    i. WWW.RooftopEnergy.com
                    i. WWW.HybridMPG.com
                    ii. WWW.MPGenergy.com
                    iii. WWW.MPGhybrid.com
                    iv. WWW.MPGvehicle.com

You agree to execute  assignments of the above items or any other  documentation
of such assignments and transfer as Company may reasonably  request from time to
time in order to document and establish in writing such assignment and transfer.

     2. As partial  consideration  for transferring all of your interests in and
to the above named assets to Encore ("the  company"),  you will accept,  and the
Company will pay you, One Million Five Hundred Thousand (1,500,000) Encore share
purchase warrants exercisable at Twenty-Cents ($0.20) per share, exercisable for
a period of seven (7) years (the "Warrant Agreement") and issuable within thirty
(30) days of the  execution of this  agreement.  The Warrant  Agreement  will be
subject  to your  acknowledgement  that  the  Company  does not  currently  have
sufficient  Common  Stock  authorized  to issue this  warrant and is not able to
issue such Common  Stock.  The Company will  undertake  at its next  Shareholder
meeting to seek the approval of an amendment to its Articles of Incorporation to
increase the authorized  number of share of Common Stock to be able to honor all
such conversions and warrant exercises.  If such amendment is not passed for any
reason,  the Company  will  issue,  in lieu of such  Common  Stock,  a series of
preferred stock with rights and preferences materially identical to Common Stock
(but with each  preferred  share  representing  a  multiple  number of shares of
Common Stock),  until such time as Common Stock can be issued by the Company. It
is understood  that if any of shares  acquired upon the exercise of the warrants
are issued as  restricted  shares,  then the Company  shall,  subject to any SEC
regulations or  restrictions,  offer you "piggy-back  registration  rights" and,
upon filing a  registration  statement  (SB-2,  or  otherwise),  be obligated to
register the Securities at the same time and at the sole cost and expense of the
Company (other than brokerage fees and  commissions),  in the same  registration
statement,  upon the same terms and conditions,  as the Securities being offered
by the Company in said registration statement.  Such "piggyback" rights shall be
subject to a right by an  underwriter  in an  underwritten  public  offering  to
exclude such stock from the  underwritten  offering and Consultant  acknowledges
that in the event of such an underwritten  offering,  Consultant may be required
to "lock  up"  Consultant's  stock  for  some  period  after  such  offering  is
completed.

                                       2


     3. Joint Venture or Subsidiary Transactions.  The Company agrees to use its
best efforts to license or sub-license,  on a worldwide exclusive basis, any and
all  patent,  copyright  or other such  intellectual  property  rights  that the
Company  has in the  MPG to a  minimum  of  three  separate  Companies,  Limited
Liability  Corporations  (LLC),  Limited  Liability  Partnerships  (LLP),  Joint
Ventures (JV) or Subsidiary entities (collectively,  the "Subsidiary Companies")
that the  Company  will form with you,  and  others,  to exploit the MPG for the
following exclusive "Fields of Use":

          (a) Heavy Duty Motor Vehicles (weighing over 8,500 pounds),
          (b) Passenger & Light Truck Motor  Vehicles  (weighing less than 8,500
          pounds), and
          (c) Solar Thermal ("rooftop solar and "concentrated solar" systems).

     The  Company  agrees  to pay you an  equity,  stock,  member  or  ownership
interest  equal to  fifteen  percent  (15%) of the total  amount of any  equity,
stock,  member or ownership interest in any such Subsidiary  Companies formed to
exploit the MPG in the Fields of Use of Heavy Duty Motor  Vehicles,  Passenger &
Light  Truck  Motor  Vehicles  and  Solar  Thermal  applications.  Your  initial
ownership  interest  of fifteen  percent  (15%) shall not be subject to dilution
until after the first round(s) of financing aggregating not less than $1 million
per Subsidiary Company by the Company or Investors in any Subsidiary Company. At
a minimum,  you and the Company  shall each be entitled to one seat on the board
of directors or board of managers of any  Subsidiary  Company  formed under this
Paragraph  3  subject  to  such  requirements  as may be  imposed  by the  other
Investors.

     The Company shall own all rights to exploit the MPG technology  without any
encumbrance by or obligations to you in all other Fields of Use and applications
of the MPG, including but not limited to geothermal,  ocean thermal, power plant
and industrial  waste heat recovery,  compressed  air,  compressed gas and other
pressure  recovery  applications,  to which you disavow any ownership  interest,
subject to the terms and conditions of this Agreement.

If for any reason the Company is unable to convince other Investors to invest in
the three  Subsidiary  Companies as needed in separate  entities as contemplated
above,  the Company shall, in good faith,  work with you to structure  alternate
transactions/structures  that will result in your having  substantially the same
rights to economic  returns as are  anticipated  by the above three  "Subsidiary
Company" structure.

     4.  Furthermore,  for a maximum of five (5) Subsidiary  Companies formed by
the Company or its affiliates in the Fields of Use of Heavy Duty Motor Vehicles,
Passenger & Light Truck Motor Vehicles and Solar Thermal applications, you shall
be  appointed  as a  Consultant  to and paid,  upon  suitable  financing  of the
venture, a Minimum Consulting Fee of ten thousand dollars ($10,000.00) per month
by each such Subsidiary Company for a term of five (5) years, provided that such
consulting  agreements  shall be subject to such terms and  conditions as may be
reasonably  required by third party  Investors  in light of usual and  customary
practice,   including  but  not  limited  to  rights  to  terminate  if  certain
performance   levels   are  not   obtained,   minimum   time   commitments   and
non-competition  limitations. You shall receive the title of "Senior Consultant"
and will give management advice and counsel to the board of directors,  board of
managers or management  committees approved to manage such Subsidiary Companies.
If such Minimum  Consulting Fee is not paid by, or out of the budgets  allocated
to a Subsidiary  Company  formed to exploit the MPG in its given field of use or
application,  then the  Minimum  Consulting  Fee shall be paid  directly  by the
Company  separately  and in addition to any other  monies  payable to you by the
Company  under  other  agreements,  if any,  then in effect  between you and the
Company,  but only to the extent that the Company is in fact receiving cash flow


                                       3


from each applicable  Subsidiary  Company  sufficient to make such payments with
respect to such  Subsidiary  Company.  If you cease to receive a consulting  fee
from a  Subsidiary  Company as a result of its  termination  in accord  with the
terms of that consulting agreement, the Company shall not be required to pay any
consulting fee with respect to that Subsidiary Company.

     The  parties  acknowledge  and agree that  Larry  Shultz is a member of the
Encore Board of Directors,  an Encore  stockholder and a signatory to the Encore
Clean Energy, Inc. Code of Ethics Agreement (the "Encore Ethics Agreement"). The
material facts of Shultz's  contributions,  relationship  with the parties named
herein and his contemplated interests (ownership,  financial,  management and/or
otherwise) in related  businesses and ventures have been disclosed and are known
to the Encore Board of Directors. A majority of the disinterested members of the
Board of  Directors  of Encore,  constituting  a majority  of the members of the
Board of Directors of Encore, deemed it to be in the best interests of Encore to
enter into this Agreement with Shultz and to waive compliance by Shultz with the
Encore Ethics Agreement.

     Our signatures  below  constitute the basic terms of the Agreement  between
you and Encore.  The terms outlined in this letter, as well as all necessary SEC
or other  such  regulatory  filings,  will be  prepared  and  formalized  by the
Company's lawyers within 30 business days of execution.

Sincerely,

Encore Clean Energy, Inc.   Accepted and Agreed to this 29th Day of August, 2005




Dan Hunter                                  /s/ Larry Shultz
CEO                                      ----------------------
                                                Larry Shultz

                                       4