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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


                                September 9, 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
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(State or other jurisdiction      (Commission File              (IRS Employer  
      of incorporation)                Number)               Identification No.)

               Suite 610, 375 Water Street                 
                  Vancouver, BC Canada                           V6B 5C6 
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        (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))

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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS


     ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On  September  9,  2005 the  Company  entered  into a  Development  and  License
Agreement  effective  as  of  September  6,  2005  (the  "Agreement")  with  ISE
Corporation  ("ISE"),  under  which  ISE  will  use its  best-efforts  to  build
prototype  units of the  Magnetic  Piston  (also  known as  "Pellet")  Generator
("MPG")   technology   for  use  as  the  prime   mover/electric   generator  in
hybrid-electric Heavy Duty Motor Vehicles (weighing over 8,500 pounds, including
but not limited to mass-transit buses, school buses, garbage trucks and delivery
trucks).

ISE  Corporation,  based in Poway,  California,  is a leading supplier of hybrid
drive systems and  components  for  heavy-duty  vehicles such as buses,  trucks,
trams,  airport equipment,  and military vehicles.  ISE is a leader in electric,
hybrid-electric,  and fuel cell technologies, and the preferred U.S. distributor
for Siemens ELFA electric and hybrid-electric drive components.

Under the Agreement,  in  consideration of Encore funding and ISE developing the
MPG for heavy duty hybrid vehicle  applications,  ISE is assigning to Encore all
of the patent rights to all of the design improvements that ISE develops for the
MPG.  In turn,  Encore is granting to ISE an  exclusive  territorial  license to
make,  use and sell the MPG in the US & Canada in the field of use of Heavy Duty
Motor Vehicles.

The  initial  phase  of ISE's  development  effort  is  estimated  to cost  over
$260,000.  Encore will pay for this effort in two  installments of $100,000 each
payable within the next 60 and 120 days  respectively and the final  installment
for the first phase effort  within the next 180 days.  If the parties agree that
the first  phase has been  successful,  then ISE will  proceed  with the second,
fully functional MPG demonstration product phase of the development. Encore will
also fund this second  phase,  currently  estimated to require an  investment of
over $600,000. If Encore fails to provide this development funding, ISE may stop
the development process but will retain its license to the technology.

Under this exclusive  territorial License: (a) ISE pays Encore a royalty for MPG
units built or sold by ISE; (b) if ISE  manufacturers MPG units, then Encore has
right  to buy  MPG  units  from  ISE at cost  plus  pricing;  and (c) if  Encore
manufactures  MPG units,  then ISE has right to buy MPG units from Encore at the
same cost plus pricing.

Except for the field of use of heavy duty  vehicles in the US & Canada  which is
being licensed  exclusively to ISE,  Encore shall maintain  ownership of the MPG
technology,  including the  exclusive  right to  sub-license  the MPG patents to
make,  use and sell MPG units in all other  territories  around the world and in
all other  fields of use,  including  but not  limited to heavy  duty  vehicles,
passenger  and light  truck  motor  vehicles,  motorcycles  and  solar  thermal,
geothermal,  compressed air, combustion heat and industrial waste heat recovered
electric power generation applications.

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 Board of Directors who
deemed it to be in the best  interests  of Encore to enter  into this  Agreement
with ISE.


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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

     ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits
     Exhibit         
      Number        Description of Exhibit
________________  ______________________________________________________________
                     
       10.1         Development and Licensing Agreement - September 6, 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 14, 2005                                     
                                              By: /s/ Daniel Hunter 
                                              ---------------------------------
                                                      Daniel Hunter 
                                               Chief Executive Officer and Chief
                                               Financial Officer 




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