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

~~April~~August 195, 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 ~~Number)~~	(IRS Employer Identification No.)
incorporation)	Number)

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

(604) 801-5566
Registrant's telephone number, including area code

~~NOT~~Not ~~APPLICABLE~~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 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS .

ITEM 4.0201 ~~NON-RELIANCE~~CHANGES ONIN ~~PREVIOUSLY~~REGISTRANT’S CERTIFYING ~~ISSUED~~ACCOUNTANT ~~FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW~~

On ~~April~~August 195, 2005, ~~the Board of Directors of~~ Encore Clean Energy, Inc. (the “Company”) ~~concluded~~engaged inDohan ~~consultation~~and ~~with the~~ Company’s, ~~independent~~P.A. ~~accountant that the Company’s audited financial~~as ~~statements for~~ its ~~2003~~principal ~~fiscal~~independent ~~year should no longer be relied upon due to errors contained in those financial statements and that those financial statements should be restated~~accountants. ~~These~~On ~~errors~~the ~~were~~same ~~related~~date, tothe aCompany ~~failure to account for a~~advised ~~consulting~~KPMG ~~contract~~LLP, that ~~became~~it ~~effective~~was indismissed ~~the~~as ~~fourth quarter of~~ the Company’s ~~2003~~ ~~fiscal~~independent ~~year~~accountant. ~~After concluding that its audited financial statements for~~ ~~the~~The ~~2003~~Company’s ~~fiscal~~Board ~~year~~of ~~should~~Directors beapproved ~~restated,~~ the ~~Company~~engagement ~~needed~~of toDohan ~~determine, in consultation with its independent accountants~~ and ~~legal advisors, whether additional~~ ~~financial statements issued by the~~ Company ~~should~~and ~~be restated,~~ the ~~exact~~dismissal ~~nature~~ of ~~what~~KPMG ~~those~~LLP ~~restatements~~by ~~should~~written ~~be, and how the Company should proceed~~resolution. ~~On May 11, 2005, the Company reached a final determination that the following financial statements should be restated as set out below:~~

~~(a)~~ ~~Consolidated~~KPMG ~~audited financial statements for the year ended December 31, 2003 included in the Company~~LLP’s ~~Form~~reports ~~10-KSB filed with~~ on the ~~Securities and Exchange Commission (the “SEC”) on May 17, 2004. The restatement of these~~ financial statements ~~has~~of ~~resulted in an increase in~~ the Company’s ~~notes~~for ~~payable as reported in its Consolidated Balance Sheet at December 31, 2003 in~~ the ~~amount~~past oftwo ~~$140,000~~fiscal ~~and~~years adid ~~corresponding~~not contain ~~increase~~an inadverse ~~consulting~~opinion ~~expenses~~or asdisclaimer ~~reported in its Consolidated Statement~~ of ~~Operations for the year ended December 31~~opinion, ~~2003~~nor ~~of the same amount. Total stockholders’ deficit~~ was ~~restated~~it ~~from~~modified ~~$(528,358)~~or qualified toas ~~$(668,358) and net loss was restated from $(773,163)~~ to ~~$(913~~uncertainty,~~163).~~ ~~Net~~audit ~~loss~~scope ~~per~~or ~~common~~accounting ~~share,~~principles ~~basic~~except ~~and~~that KPMG ~~diluted was restated from $(0.22) to $(0.26). (b) Consolidated unaudited financial statements for the interim period ended March 31, 2004 included in the Company~~LLP’s ~~Form~~report ~~10-QSB filed with the SEC~~ on ~~June 17, 2004. The restatement of these financial statements has resulted in an increase in~~ the ~~Company’s~~consolidated notes payable as reported in its Consolidated Balance Sheet at March 31, 2004 in the amount of $60,000 and a corresponding increase in consulting expenses as reported in its Consolidated Statement of Operations for the period ended March 31, 2004 of the same amount. Total stockholders’ deficit was restated from $(465,183) to $(665,183) and net loss was restated from $(248,586) to $(308,586). Net loss per common share, basic and diluted was restated from $(0.00) to $(0.02). (c) Consolidated unaudited financial statements ~~for the interim period ended June 30, 2004 included in the Company’s Form 10-QSB filed with the SEC on August 13, 2004. The restatement~~ of ~~these financial statements has resulted in an increase in~~ the Company~~’s notes payable~~ as ~~reported in its Consolidated Balance Sheet at June 30, 2004 in the amount~~ of ~~$120,000~~December ~~and a corresponding increase in consulting expenses as reported in its Consolidated Statement of Operations for the period ended June 30~~31, 2004 ~~of the same amount. Total stockholders’ deficit was restated from $(650,104) to $(910,104)~~ and ~~net~~2003 ~~loss was restated from $(450,026) to $(570,026). Net loss per common share, basic~~ and ~~diluted did not change. (d) Consolidated unaudited financial statements~~ for ~~the~~each ~~interim period ended September 30, 2004 included in the Company’s Form 10-QSB filed with the SEC on November 24 2004. The restatement~~ of ~~these financial statements has resulted in an increase in~~ the ~~Company’s~~years ~~notes~~then payable as reported in its Consolidated Balance Sheet at September 30, 2004 in the amount of $180,000 and a corresponding increase in consulting expenses as reported in its Consolidated Statement of Operations for the period ended ~~September~~contained separate ~~30,~~paragraphs ~~2004~~stating: of the same amount. Total stockholders’ deficit was restated from $(877,731) to $(1,197,731) and net loss was restated from $(641,698) to $(821,698). Net loss per common share, basic and diluted was restated from $(0.05) to $(0.06).

2"The consolidated financial statements as of December 31, 2003 and for the year then ended have been restated from that previously presented as explained in note 8(g)"; and

On ~~May~~"The 13accompanying consolidated financial statements have been prepared assuming Encore Clean Energy, ~~2005~~Inc. will continue as a going concern. As discussed in note 3 to the consolidated financial statements, the Company’s ~~issued~~recurring alosses ~~press~~from ~~release~~operations and ~~announcing~~stockholders’ deficit and its need to generate cash from operations and obtain additional financing to meet its ~~decision~~obligations ~~the~~as ~~restate~~they ~~the~~come ~~financial~~due ~~statements~~raise substantial doubt about its ability to continue as a going concern. Management’s plans as to these matters are also described in ~~this~~note ~~report~~3. The consolidated financial A statements ~~copy~~do ofnot ~~the~~include ~~press~~any ~~release~~adjustments isthat ~~attached~~might toresult ~~this~~from ~~report~~the asoutcome of ~~Exhibit~~this 99uncertainty.1."

~~SECTION~~In 9connection –with ~~FINANCIAL~~the ~~STATEMENTS~~audits of ~~AND~~the ~~EXHIBITS~~fiscal years ended December 31, 2003 and December 31, 2004, and for the interim period through August 5, 2005, there have been no disagreements between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG LLP, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.

~~ITEM~~ 9The Company has provided KPMG with a copy of this report and has requested in writing that KPMG provide a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures.01 ~~FINANCIAL~~The ~~STATEMENTS~~Company ~~AND~~has ~~EXHIBITS~~received the requested letter from KPMG and has filed it as an exhibit to this report.

~~(c) Exhibits~~2

Exhibit Number		Description of Exhibit
99.1		Press Release dated May 13, 2005.
99.2		Restated Audited Financial Statements for Encore Clean Energy, Inc. for the year ended December 31, 2003.
99.3		Restated Unaudited Financial Statements for Encore Clean Energy, Inc. for the interim period ended March 31, 2004.
99.4		Restated Unaudited Financial Statements for Encore Clean Energy, Inc. for the interim period ended June 30, 2004.
99.5		Restated Unaudited Financial Statements for Encore Clean Energy, Inc. for the interim period ended September 30, 2004.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

ITEM ~~SIGNATURE~~9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~Pursuant~~(c) ~~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.~~ Exhibits

	ENCORE CLEAN ENERGY, INC.
Exhibit
Date: May 13, 2005
Number		Description of Exhibit
	By:	/s/ Daniel B. Hunter
16.1		Letter of KPMG, LLP.
		DANIEL B. HUNTER
		President, Chief Executive Officer
		and Chief Financial Officer

3SIGNATURE

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: August 8, 2005
	By:	/s/ Daniel Hunter
		Daniel Hunter
		Chief Executive Officer and Chief Financial
		Officer

Filing Compare · ENCORE CLEAN ENERGY, INC