________________________________________________________________________________
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