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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

                                 Date of Report:

                        (Date of earliest event reported)

                                October 28, 2005

                          ----------------------------

                                Wentworth I, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

         0-50888                                          84-1581369
(Commission File Number)                       (IRS Employer Identification No.)

                                 936A Beachland
                               Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       N/A
          (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  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(b) under the Exchange Act (17
      CFR 240.14a-12(b))
|_|   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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<PAGE>

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information  included  in  this  Form  8-K  may  contain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which may cause the actual  results,  performance  or  achievements  of
Wentworth I, Inc. (the  "Company")  and ENECO,  Inc.  ("Eneco") to be materially
different from future results,  performance or achievements expressed or implied
by any forward-looking  statements.  Forward-looking  statements,  which involve
assumptions  and describe  future  plans,  strategies  and  expectations  of the
Company and Eneco, are generally identifiable by use of the words "may," "will,"
"should," "expect,"  "anticipate,"  "estimate," "believe," "intend" or "project"
or the negative of these words or other  variations on these words or comparable
terminology.  These forward-looking statements are based on assumptions that may
be incorrect,  and there can be no assurance that these projections  included in
these  forward-looking  statements  will  come to pass.  Actual  results  of the
Company and Eneco could differ materially from those expressed or implied by the
forward-looking statements as a result of various factors. Except as required by
applicable  laws,  the Company  undertakes no obligation to update  publicly any
forward-looking  statements  for any  reason,  even if new  information  becomes
available or other events occur in the future.

Item 1.01 Entry into a Material Definitive Agreement

The Merger

      Wentworth I, Inc., a Delaware corporation (the "Company") and ENECO, Inc.,
a Utah corporation ("Eneco") entered into a certain Agreement and Plan of Merger
(the  "Merger  Agreement")  on October 28, 2005 by which the Company  will merge
with and into Eneco,  with Eneco  being the  surviving  corporation.  The Merger
Agreement  is included as Exhibit  2.1 to this  Current  Report and is the legal
document that governs the Merger and the other transactions  contemplated by the
Merger  Agreement.  The  discussion of the Merger  Agreement set forth herein is
qualified in its entirety by reference to this Exhibit 2.1.

      In connection with the Merger,  each of the Company's  3,750,000 shares of
outstanding  common stock  ("Company  Common  Stock") will be converted into the
right to receive 0.434450 share of Eneco Common Stock. Accordingly,  assuming no
Company stockholder exercises his dissenter's rights:

      -     At the Closing of the Merger,  Eneco will issue 1,629,190  shares of
            Eneco  Common Stock in exchange  for all the  outstanding  shares of
            Company Common Stock.

      -     Eneco  will  issue  2,466,373   shares  of  its  common  stock  upon
            conversion of all of its outstanding preferred stock.

<PAGE>

      -     Immediately  following the Merger, Eneco will have 16,291,581 shares
            of its common stock outstanding.

      -     The Company's  stockholders will own approximately 10% of the issued
            and outstanding shares of Eneco's common stock immediately following
            the Merger.

      As of  September  30,  2005,  Eneco has options and  warrants  outstanding
allowing  the  holders  thereof to purchase  up to  3,812,192  shares of Eneco's
common stock at exercise  prices  ranging  from $1.00 to $2.80 per share.  Eneco
also has secured convertible notes outstanding as of September 30, 2005 totaling
$2,304,904  (which  includes  accrued  interest)  which  may be  converted  into
2,085,546  shares of Eneco's common stock. The foregoing  options,  warrants and
convertible notes will not be affected by the Merger and will remain outstanding
following the Merger.

      Each share of Eneco Common Stock issued to the Company's  stockholders  in
connection with the Merger will be restricted shares, and the holder thereof may
not sell,  transfer or  otherwise  dispose of such shares  without  registration
under the Securities Act of 1933, as amended  ("Securities Act") or an available
exemption  therefrom.  The  Merger  Agreement,   however,   contains  piggy-back
registration  rights  provisions that allow each Company  shareholder to include
their  shares in any  registration  statement  filed for the public  offering or
resale of its  securities in the future,  subject to the conditions set forth in
the Merger Agreement.  There can be no assurance that the shares of Eneco Common
Stock received by the Company's  stockholders  in connection wit the Merger will
become registered under the Securities Act.

The Companies

      Wentworth I, Inc.

      Wentworth I, Inc.  (the  "Company")  was  organized  under the laws of the
State of  Delaware on March 6, 2001.  The  Company's  business  plan has been to
seek,  investigate and, if such  investigation  warrants,  enter into a business
combination with a target operating  company that primarily  desires to seek the
perceived  advantages of a U.S. reporting company under the Securities  Exchange
Act of 1934,  as amended  ("Exchange  Act").  The  Company is  currently a shell
company with nominal assets and operations.  The Company is a reporting  company
under Section  12(g) of the Exchange Act and is current in its  reporting  under
the Exchange Act.

      The  executive  office and  mailing  address of the Company are located at
936A  Beachland  Boulevard,  Suite 13, Vero Beach,  FL 32963,  and its telephone
number is (772) 231-7544.

      ENECO, Inc.

      ENECO, Inc. ("Eneco") was organized under the laws of the state of Utah in
1991 as Fusion Energy Applied Technology, Inc. Eneco originally dedicated itself
to scientific  research aimed at developing new ways of generating or converting
energy  which  would  be  both  more  efficient  and  less  threatening  to  the
environment than existing technologies.  In August 1993, Fusion Resources, Inc.,
a company that was also seeking to develop certain enhanced energy technologies,
was merged into Fusion Energy Applied  Technology,  Inc. In October 1993, Fusion
Energy Applied Technology, Inc. changed its name to Eneco, Inc.

<PAGE>

      Much of Eneco's  early work was on cold  fusion  research,  involving  the
pursuit of low temperature  nuclear  reactions in solids.  In early 1997,  after
years of investigating new approaches to energy  conversion,  Eneco discovered a
novel  means of  producing  surprisingly  high  conversion  efficiencies  at low
temperatures  utilizing  a  simple  semiconductor  device.  Further  experiments
confirmed  the  phenomenon.  Eneco's  technology  has evolved since the original
discovery seven years ago and now offers two capabilities:

      -     The Power Mode - which converts heat directly to electricity.

      -     The Cooling Mode - the reverse  process  which uses  electricity  to
            provide refrigeration or cooling.

      As of June 30, 2005,  Eneco has a stockholders'  deficit of $2,069,124,  a
cash balance of $399,715, and a working capital deficit of $2,086,883.  Eneco is
a development  stage company,  has no revenue from the sale of products to date,
and has incurred net losses of $15,732,690 from inception (June 3, 1991) to June
30, 2005. Since inception,  Eneco has been dependent upon the receipt of capital
investment  or  other  financing  to  fund  its  continuing  activities.   Since
inception, Eneco has raised approximately $16 million in debt and equity capital
to support its  research  and  development  activities  including  approximately
$2,051,259  in funding from  secured  loans during 2005 through the date of this
filing.  As of September  30, 2005,  Eneco had  approximately  $138,232 in cash.
Eneco is dependent upon raising  additional capital to provide continued funding
for its research and development  activities.  If such additional capital cannot
be raised on acceptable  terms,  there is  substantial  doubt that Eneco will be
able to continue as a going concern. The financial statements of Eneco have been
presented on the basis of the  continuation  of Eneco as a going  concern and do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might be necessary should Eneco be unable to continue as a going concern.

      Eneco's board of directors has  determined  that the proposed  merger with
the Company  with  provide it with  additional  available  sources of  financing
particularly  financing from  investors who prefer to invest in fully  reporting
companies subject to the requirements of the Exchange Act.

      Eneco's patents and patent  applications have been pledged as security for
outstanding  secured  loan that had a  principal  balance  of  $2,481,702  as of
October 15, 2005.  Loans in the  principal  amount of $430,443  matured in March
2005 and Eneco is in default on these obligations. Loans in the principal amount
of  approximately  $2,051,259  mature on the earlier of (i) March 2006, (ii) the
date Eneco receives an equity investment in an aggregate amount of at least five
million dollars  (calculated before discounts,  commissions or similar expenses)
($5,000,000),  or (iii) the effective date of the registration  statement for an
underwritten   public  offering  of  Eneco  common  stock.   Interest  on  these
obligations is accruing at the annual rate of twelve  percent (12%),  compounded
quarterly, except that principal and interest not paid when due accrues interest
at the rate of eighteen percent (18%) per annum.  There can be no assurance that
Eneco  will be able to  repay  the  amounts  owing in  which  case  the  secured
creditors  will have priority over  substantially  all other Eneco  creditors in
recovering the amounts owing.

<PAGE>

      The mailing address of Eneco's principal  executive office is Eneco, Inc.,
391-B Chipeta Way, Salt Lake City, Utah 84108, and its telephone number is (801)
583-2000.

Risk Factors Related to Eneco's Business

      Because Eneco has not proven its ability to generate profit, an investment
in Eneco is risky.  Eneco is in the  development  stage and has reported  losses
each year since its inception in 1991.  On June 30, 2005, it had an  accumulated
deficit of  $15,732,690.  To date,  Eneco has been almost  totally  dependent on
investor capital for funding.  Eneco's energy conversion  technology  remains in
the development stage. There is no assurance that Eneco's technology will become
commercially  viable and no  assurance  can be given that Eneco will ever become
profitable. In addition,  prospects for Eneco's profitability may be affected by
research and development setbacks, expenses,  operational difficulties and other
factors  frequently  encountered  in the  development  stage of a small business
enterprise in a highly competitive environment.

      Eneco's  auditors have expressed  doubt about its ability to continue as a
going concern.  Eneco's audited financial statements have been prepared assuming
that Eneco continues as a going concern.  Eneco's auditors have noted that Eneco
has a limited  operating  history and do not have a significant  track record of
profitable  operations.  As a result, Eneco's auditors have indicated that these
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.

      At June 30, 2005 Eneco had a working  capital  deficit of  $2,069,124  and
Eneco did not have sufficient  funding to execute Eneco's plan of operation.  As
of June 30, 2005,  Eneco had current assets of $417,474 and current  liabilities
of  $2,486,598.  Eneco  has  deferred  the  payment  of  certain  wages  owed to
employees.  In order to complete the  development-engineering  tasks and related
patent  prosecution  efforts so that product can be  commercialized,  management
estimate that Eneco will need at least $5,000,000 in new funding. However, there
can  be no  assurance  that  Eneco's  development-engineering  efforts  will  be
successful at this or any level of funding.  Eneco's  currently  available funds
are anticipated to allow it to continue substantially limited operations through
March 2006.  Eneco's future need for capital will depend on a number of factors,
including  its  progress  and level of  expenditure  in  developing  its  energy
conversion  technology and prosecuting its patents. Many future expenditures may
be  unforeseeable  at the present time.  Moreover,  Eneco's  business  plans may
change or  unforeseen  events may occur  which  affect the amount of  additional
funds required.  If additional funds are not obtained if and when required,  the
lack thereof may have a material adverse effect on Eneco.  Further,  there is no
assurance  that future funding will be available or that any future funding will
be on terms that are favorable to Eneco or its shareholders.

      Eneco  does  not  have  sufficient  funding  to pay the  amounts  owing on
outstanding  secured debt obligations.  Eneco's cash reserves are not sufficient
to pay the amounts  owing on  outstanding  promissory  notes in the  approximate
principal  amount of $2,481,702  as of October 15, 2005.  Loans in the principal
amount  of  $430,443  matured  in March  2005 and Eneco is in  default  on these
obligations. Loans in the principal amount of approximately $2,051,259 mature no
later than March 2006.  Interest on these  obligations is accruing at the annual
rate of twelve percent (12%),  compounded  quarterly,  except that principal and
interest  not paid when due accrues  interest  at the rate of  eighteen  percent
(18%) per annum.  As collateral for the repayment of Eneco's  obligations  under
these arrangements Eneco has transferred all of its U.S. and foreign patents and
patent applications  pursuant to the terms of a collateral patent assignment and
has  granted  secured  creditors  a security  interest  in all right,  title and
interest in and to the all U.S. and foreign patents and patent applications.  In
the event of liquidation or foreclosure, secured creditors will have priority in
connection with the patents and patent applications over substantially all other
Eneco  creditors in recovering the amounts owing. No assurance can be given that
the Eneco will have the resources to repay any or all of the amounts owing under
these  obligations  or  that  Eneco  will be able  to  retain  its  intellectual
property.

<PAGE>

      Eneco's secured creditors will have priority over other Eneco shareholders
in the event of a  liquidation  or  foreclosure.  Substantially  all of  Eneco's
intellectual  property  is  subject  to a  security  interests  held by  secured
convertible  note holders who currently hold  promissory  notes in the aggregate
principal amount of approximately  $2,481,702. In the event Eneco is not able to
repay  the  amounts  owing on these  obligations,  the note  holders  will  have
priority over other creditors with respect to Eneco's intellectual  property. If
the secured  creditors  ever  foreclosed  on these  obligations,  it will have a
material  adverse effect on Eneco and its operations,  including the possibility
of requiring  Eneco to cease  operations  and the  possibility of foreclosure on
Eneco's intellectual property.

      Eneco's  technology is unproven and there can be no assurance that it will
be  successfully  developed or  commercialized.  To management's  knowledge,  no
commercial   products  are  yet  being  sold  using  Eneco's  energy  conversion
technology.  The technology is in a late stage of development,  but there can be
no assurance  that Eneco or anyone else will ever be able to  commercialize  the
technology  profitably.  The development of commercial  applications  for such a
technology  requires  both the  perfection of the  technology  itself as well as
development  engineering  for  commercial  applications.   These  tasks  require
significant  time and financial  resources  and highly  skilled  scientists  and
engineers.  There is no  assurance  that Eneco  will be able to obtain  adequate
funding to  accomplish  these tasks over the time period  required or that Eneco
will be successful in locating and retaining the needed  scientists,  engineers,
and other key personnel.

      Eneco's  future  success is  dependent  on the strength of its patents and
patent  applications  which may not provide the level of  protection  that would
allow Eneco to succeed. Eneco's future success depends in part on its ability to
protect its  intellectual  property and maintain the  proprietary  nature of its
energy  conversion  technology  through  a  combination  of  patents  and  other
intellectual  property  arrangements.   There  can  be  no  assurance  that  the
protection  provided  by  patents,  if issued,  will be broad  enough to prevent
competitors  from  introducing   similar  products  or  that  such  patents,  if
challenged,   will  be  upheld  by  the  courts  of  any  jurisdiction.   Patent
infringement litigation,  either to enforce Eneco's patents or defend Eneco from
infringement  suits,  would be expensive  and, if it occurs,  could divert Eneco
resources from other planned uses. Any adverse outcome in such litigation  could
have a material adverse effect on Eneco.  Patent  applications  filed in foreign
countries and patents in such countries are subject to laws and procedures  that
differ from those in the United States.  Patent protection in such countries may
be different from patent  protection under U.S. laws and may not be as favorable
to Eneco. Eneco also attempts to protect its proprietary information through the
use of  confidentiality  agreements  and by limiting  access to its  facilities.
There can be no  assurance  that  Eneco's  program of  patents,  confidentiality
agreements and restricted access to its facilities will be sufficient to protect
Eneco's proprietary technology.

<PAGE>

      The market for energy conversion technologies is highly competitive. There
are many  companies,  both  large and small,  around  the world who are  selling
conventional  energy conversion  devices.  Many of these competitors have longer
operating histories, more experience, substantially greater financial resources,
greater  size,   more   substantial   research  and  development  and  marketing
organizations,  and are better  situated to develop and market new  technologies
than Eneco.  These entities may use their substantial  wealth and size to outbid
Eneco for important  technologies and contracts,  or alternatively,  may develop
marketable  technologies  simultaneously  with Eneco, while better positioned to
move such  technologies  to market ahead of Eneco,  and thus  possibly  pre-empt
Eneco's  ability to enter the commercial  market or find  financial  backing for
such an entry  into the  market.  No  assurance  can be given that Eneco will be
successful in developing and commercializing its energy conversion technology.

      Eneco's  success is dependent on its ability to retain  management and key
scientists. The success of Eneco depends upon the skills, experience and efforts
of its directors,  management,  scientists,  consultants and other key personnel
("working team"). Should the services of one or more members of the working team
become  unavailable  to Eneco for any  reason,  the  business  of Eneco could be
adversely  affected.  Employment  agreements  providing for six months notice of
termination  have been  entered  into with Dr. Lew Brown and Dr.  Yan  Kucherov.
Eneco's other  employment and consulting  arrangements  may be terminated on not
more than six months  notice.  There is no assurance  that Eneco will be able to
retain  existing  employees or attract new  employees  of the caliber  needed to
achieve Eneco's objectives.

      Eneco has substantial limitations on director liability.  Eneco's Articles
of Incorporation provide that a director of Eneco is not be personally liable to
Eneco or its shareholders for monetary damages to the maximum extent  authorized
by Utah law. These  provisions may  discourage  shareholders  from bringing suit
against  a  director  for  breach  of duty  and may  reduce  the  likelihood  of
derivative  litigation  brought  by  shareholders  on behalf of Eneco  against a
director.  In  addition,  Eneco  has  agreed  to  mandatory  indemnification  of
directors and officers to the fullest  extent  permitted by Utah law. Eneco also
maintains insurance policies for director and officer liability in the amount of
$3 million.

      If a public market develops,  of which there can be no assurance,  Eneco's
stock price may be  volatile.  Many factors will  influence  the market  prices.
Eneco  shares  could be  subject  to  significant  fluctuation  in  response  to
variations  in  operating  results,  investor  perceptions,  supply and  demand,
interest rates,  general economic conditions and those specific to the industry,
and to developments  with regard to our activities,  future financial  condition
and management.

      Substantially  all of Eneco's common stock has been  outstanding  for more
than two years and may be resold into a public market, should one develop. As of
the date of this  filing,  Eneco  had  12,196,018  shares  of  common  stock and
2,466,373  shares of preferred  stock  outstanding.  Substantially  all of these
shares have been  outstanding for more than two years.  Thus, upon completion of
the Merger,  assuming that all of the preferred  stock is converted  into common
stock on a one-for-one basis, substantially all of these shares will effectively
be free trading under Rule 144(k).  The sale of some of these  securities  could
adversely affect the market price of the common stock,  should a market develop,
which may materially hinder any future efforts of Eneco to raise capital.

<PAGE>

      There can be no  assurance  that a market for  Eneco's  common  stock will
develop.  Market making  involves the buying or selling of securities for others
or for one's own  account  to  facilitate  and  attempt  to profit  from  market
activity  in a  particular  security.  Market  making  does not in and of itself
support or restrict the price of the  security.  No person or  broker-dealer  is
under any  obligation  to make a market in Eneco's  common stock  following  the
closing of the Merger and any person or broker-dealer making a market in Eneco's
common  stock may  discontinue  market  making  activities  at any time  without
notice. There can be no assurance that a trading market for Eneco's common stock
will exist at any time in the future.

Eneco as "Successor Issuer" under Exchange Act

      The purpose of the Merger is to allow Eneco to be a "successor  issuer" to
the Company  within the meaning of Rule  12(g)-3  under the  Exchange  Act. As a
"successor issuer" Eneco will become a Section 12(g) reporting company under the
Exchange Act and will assume the  reporting  obligations  of the  Company.  As a
result,  the  shares of  common  stock of Eneco  shall be  deemed  automatically
registered  securities  under  Section  12(g) of the  Exchange  Act  without the
necessity of filing any additional registration statements covering those shares
of common stock. Pursuant to the requirements of Rule 12(g)-3 under the Exchange
Act, immediately  following the Effective Time of the merger, Eneco will prepare
and file a current  report on Form 8-K  disclosing  the completion of the Merger
and the creation of Eneco as the "successor issuer."

Over-the-Counter Bulletin Board Quotation

      The  shares  of  Eneco  Common  Stock  will  not be  quoted  on the OTC BB
immediately  following  the  Merger.  Following  the  Merger,  Eneco  intends to
cooperate  with  the  filing  of a Form  211  by an  NASD  member  and  use  its
commercially  reasonable  efforts  to have its  shares of common  stock  ("Eneco
Common Stock"), including the shares of Eneco Common Stock to be received by the
Company's stockholders in connection with the Merger,  commence quotation of the
NASD  Over-the-Counter  Bulletin  Board  ("OTC  BB").  However,  there can be no
assurance  that the shares of Eneco Common  Stock will become  quoted on the OTC
BB. Furthermore,  even if the shares of Eneco Common Stock are quoted on the OTC
BB, there can be no  assurance  that an active  trading  market will develop for
such shares.

Adoption of the Merger

      The board of directors  of the Company and Eneco have  approved the Merger
Agreement  and the  Merger and  recommend  that  their  respective  stockholders
approve  it. The  affirmative  vote of the  holders of a majority  of the shares
outstanding  of common  stock of the  Company is  required  for  approval of the
Merger.

<PAGE>

      On October 28, 2005,  four  stockholders  who, in the  aggregate,  are the
record owners of 3,558,000  shares of the Company's  common stock,  representing
approximately  94.9%  of the  outstanding  voting  securities  of  the  Company,
executed  and  delivered  to the  Company  a  written  consent  authorizing  and
approving  the  Merger.  Accordingly,  the Merger has been  approved  by holders
representing  approximately  94.9% of the outstanding  voting  securities of the
Company.  The  Company  intends to file a  Schedule  14C  information  statement
("Information  Statement")  with the SEC and mail a copy  thereof to each record
stockholder of the Company.

      The  affirmative  vote  of  the  holders  of  a  majority  of  the  shares
outstanding  of common  stock of Eneco is required  for  approval of the Merger.
Eneco  will be  holding a special  meeting of  shareholders  for the  purpose of
approving the Merger.  There can be no assurance that the  shareholders of Eneco
will approve the Merger.

Appraisal Rights

      Appraisal rights are available under the Delaware General  Corporation Law
for the stockholders of the Company in connection with the Merger. The procedure
to exercise appraisal rights will be provided in the Information Statement to be
filed  by  the  Company  with  the  SEC  and  to  be  mailed  to  the  Company's
stockholders.

Closing; Effective Time

      The closing of the Merger will take place as soon as  practicable  (but in
no event later than two business  days) after all conditions to the Merger under
the terms of the  Merger  Agreement  have been  satisfied  or  waived.  Upon the
satisfaction or waiver of such conditions, a Certificate of Merger will be filed
with the Secretary of State of Delaware under the DGCL and with the Secretary of
State of Utah  under  the UBCA  ("Effective  Time").  Upon the  filing  of these
documents,  the  Company  will  cease its  corporate  existence  in the State of
Delaware.

Exchange of Certificates

      The  issued  and  outstanding  stock  certificates  of  the  Company  will
represent the rights that the  Company's  stockholders  will have in Eneco.  The
Company's stockholders should not destroy their certificates,  but should submit
their stock certificates to Eneco's exchange agent ("Exchange Agent"),  Colonial
Stock  Transfer,  66 Exchange Place,  Salt Lake City, UT 84111,  telephone (801)
355-5740,  for new certificates of Eneco,  subject to normal  requirements as to
proper endorsement,  signature guarantee, if required, and payment of applicable
taxes. The detailed  instructions  for the exchange of certificates  will be set
forth in the Information Statement.

      If a  Company  stockholder  fails  to  submit  his  certificates  for  the
Company's  common stock for  cancellation to the Exchange  Agent,  together with
such letter of transmittal and investment  representation letter, duly completed
and validly executed in accordance with the  instructions  thereto and within 30
days  following  the Closing of the Merger,  such holder will not be entitled to
registration rights for his shares of Eneco Common Stock.

<PAGE>

Directors and Executive Officers

      The  directors  of  Eneco  shall  continue  to be the  directors  of Eneco
immediately prior the Effective Time, until their respective successors are duly
elected or  appointed  and  qualified as provided in the Merger  Agreement.  The
officers of Eneco shall continue to be the officers of Eneco  immediately  prior
to the Effective  Time. The current  officers and directors of the Company will,
as of the Effective  Time, have no further role in the management and affairs of
the Company and/or Eneco.

Conditions to Closing

      Under the  Merger  Agreement,  the  Company  and Eneco  have  agreed to do
certain  things,  some of which are  conditions  to the Merger.  Each company is
obligated to (a) obtain all necessary approvals,  which includes approval by the
stockholders  of both the Company  and Eneco for the Merger,  (b) give the other
access to the records  and  personnel  to complete  due  diligence  review,  (c)
proceed  expeditiously  to undertake  all actions so as to be able to consummate
the Merger,  (d) Eneco must deliver  audited  financial  statements  including a
balance  sheet as of December 31, 2003 and 2004 and  statements  of  operations,
cash flows and stockholders'  equity for such periods  indicated,  and unaudited
financial  statements for the nine months ended September 30, 2004 and 2005, pro
forma  financial  statements  prior to the closing,  and Form 10  information on
Eneco,  all of which then will be included in the required  Form 8-K relating to
the consummation of the  transactions  under the Merger Agreement to be filed at
closing,  and (e) neither party will solicit or initiate proposals from, provide
information to or hold  discussions with any party concerning any sale of assets
or any  material  portion of any  capital  stock or any  merger,  consolidation,
business  combination,  liquidation  or  similar  transaction,  subject  to  the
fiduciary obligations of directors generally.

      In addition to the foregoing  conditions,  the Merger is conditioned  upon
(i) preparation,  filing and mailing of a definitive 14C Information  Statement,
(ii) the  approval  of the  Company's  and  Eneco's  stockholders  of the Merger
Agreement and the transactions  contemplated  under the Merger Agreement,  (iii)
dissenters not exercising  their  appraisal  rights in excess of 200,000 shares,
(iv) Eneco being deemed a  "successor  issuer"  under the Exchange  Act, (v) the
conversion of all of the outstanding shares of Eneco Preferred Stock into shares
of Eneco Common Stock, and (vi) Eneco's existing employment agreements with Drs.
Lew Brown and Yan Kucherov continuing on their existing terms.

      Assuming all of the conditions have been satisfied, the Company intends to
file a  Certificate  of  Merger  with the  Secretary  of  State of the  State of
Delaware and Articles of Merger with the Utah  Department of Commerce,  Division
of Corporations  promptly after the twentieth day after the date the Information
Statement has first been sent to stockholders.

<PAGE>

Financial Advisory Agreement

      As a further condition to Closing,  the Company shall have engaged Keating
Securities,  LLC ("Keating  Securities"),  an affiliate of Keating  Investments,
LLC, the managing member of the Company's controlling  stockholder,  to act as a
financial  advisor in  connection  with the  business  combination  between  the
Company  and  Eneco  for which it will earn an  advisory  fee of  $200,000  upon
completion of the Merger. The advisory fee will be paid as follows: $75,000 will
be paid upon the closing of the Merger  (which  includes  $25,000  which will be
paid from the proceeds of Eneco's  non-refundable deposit previously paid to the
Company),  and the balance of $125,000  will be paid out of the  proceeds of any
private  placement or public  offering of securities by Eneco or its  affiliates
completed after the Merger is consummated.

Post-Closing Covenants

      After the closing of the Merger,  Eneco has agreed that, unless it has the
consent of Keating Reverse Merger Fund, LLC ("KRM Fund"),  it will not issue any
securities  for  one  year  to its  officers  and  directors  or 10% or  greater
stockholders,  consultants,  service  providers  or other  parties,  except  for
issuances  with  respect  to  outstanding  options,   warrants  and  convertible
securities and pursuant to existing obligations, grants pursuant to stock option
and  similar  plans  approved  by the board and  stockholders,  capital  raising
requirements  approved by the board, or third party,  arms-length  transactions.
Eneco will be obligated to comply with  independent  accountant and  independent
director requirements, audit and compensation committee requirements and code of
ethic requirements imposed by law. Further,  Eneco will be required to engage an
investor  relations  firm and an independent  research  firm,  acceptable to KRM
Fund, within 30 days following the closing.

Termination

      The Merger Agreement may be terminated as follows:  (i) by mutual consent,
(ii) by either  party if the  reverse  merger is not  consummated  by January 1,
2006, (iii) by either party if the Merger is prohibited by issuance of an order,
decree or ruling,  or (iv) by either party if the other is in material breach of
any  representation,   warranty,   covenant  or  agreement.   In  the  event  of
termination, both parties are responsible for their expenses.

Tax Consequences

      The  Merger has been  structured  to  qualify  as a  reorganization  under
Section 368(a) of the Code for federal income tax purposes. The parties have not
and do not  intend to  request  an opinion  of  counsel.  However,  the  Company
believes  the  Merger  will so qualify  and that,  for U.S.  federal  income tax
purposes,  no gain or loss will be recognized by the Company's  stockholders who
receive Eneco Common Stock for their Company Common Stock in connection with the
Merger.  The  adjusted  tax  basis of each  whole  share of Eneco  Common  Stock
received by a Company  stockholder as a result of the Merger will be the same as
the  stockholder's  aggregate  adjusted  tax basis in the shares of his  Company
Common Stock.  A stockholder  who holds Company Common Stock will include in his
holding  period for Eneco Common  Stock that he receives his holding  period for
the Company Common Stock.

<PAGE>

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired. None

(b) Pro forma financial information. None

(c) Exhibits.

Exhibit Number        Description
--------------        -----------

2.1                   Agreement and Plan of Merger  between  Wentworth I, Inc.
                      and ENECO, Inc. dated October 28, 2005 (without exhibits
                      and schedules)


                                   SIGNATURES

      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.

                                  Wentworth I, Inc.
                                  (Registrant)

Date: November 1, 2004            By:  /s/ Kevin R. Keating
                                       -----------------------------------------
                                       Kevin R. Keating, President and Secretary

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number        Description
--------------        -----------

2.1                   Agreement and Plan of Merger  between  Wentworth I, Inc.
                      and ENECO, Inc. dated October 28, 2005 (without exhibits
                      and schedules)
{"company-data": {"conformed-name": "WENTWORTH I INC", "cik": "0001139164", "assigned-sic": "6770", "irs-number": "841581369", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50888", "film-number": "051169366"}, "business-address": {"street1": "645 BEACHLAND BOULEVARD", "city": "VERO BEACH", "state": "FL", "zip": "32963", "phone": "5612317544"}, "mail-address": {"street1": "645 BEACHLAND BOULEVARD", "city": "VERO BEACH", "state": "FL", "zip": "32963"}}
================================================================================
                                  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

                                 Date of Report:

                        (Date of earliest event reported)

                                October 28, 2005

                          ----------------------------

                                Wentworth I, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

         0-50888                                          84-1581369
(Commission File Number)                       (IRS Employer Identification No.)

                                 936A Beachland
                               Boulevard, Suite 13
                              Vero Beach, FL 32963
                         (Address of Principal Executive
                              Offices and zip code)

                                 (772) 231-7544
                             (Registrant's telephone
                          number, including area code)

                                       N/A
          (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  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(b) under the Exchange Act (17
      CFR 240.14a-12(b))
|_|   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))

================================================================================
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

      Information  included  in  this  Form  8-K  may  contain   forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which may cause the actual  results,  performance  or  achievements  of
Wentworth I, Inc. (the  "Company")  and ENECO,  Inc.  ("Eneco") to be materially
different from future results,  performance or achievements expressed or implied
by any forward-looking  statements.  Forward-looking  statements,  which involve
assumptions  and describe  future  plans,  strategies  and  expectations  of the
Company and Eneco, are generally identifiable by use of the words "may," "will,"
"should," "expect,"  "anticipate,"  "estimate," "believe," "intend" or "project"
or the negative of these words or other  variations on these words or comparable
terminology.  These forward-looking statements are based on assumptions that may
be incorrect,  and there can be no assurance that these projections  included in
these  forward-looking  statements  will  come to pass.  Actual  results  of the
Company and Eneco could differ materially from those expressed or implied by the
forward-looking statements as a result of various factors. Except as required by
applicable  laws,  the Company  undertakes no obligation to update  publicly any
forward-looking  statements  for any  reason,  even if new  information  becomes
available or other events occur in the future.

Item 1.01 Entry into a Material Definitive Agreement

The Merger

      Wentworth I, Inc., a Delaware corporation (the "Company") and ENECO, Inc.,
a Utah corporation ("Eneco") entered into a certain Agreement and Plan of Merger
(the  "Merger  Agreement")  on October 28, 2005 by which the Company  will merge
with and into Eneco,  with Eneco  being the  surviving  corporation.  The Merger
Agreement  is included as Exhibit  2.1 to this  Current  Report and is the legal
document that governs the Merger and the other transactions  contemplated by the
Merger  Agreement.  The  discussion of the Merger  Agreement set forth herein is
qualified in its entirety by reference to this Exhibit 2.1.

      In connection with the Merger,  each of the Company's  3,750,000 shares of
outstanding  common stock  ("Company  Common  Stock") will be converted into the
right to receive 0.434450 share of Eneco Common Stock. Accordingly,  assuming no
Company stockholder exercises his dissenter's rights:

      -     At the Closing of the Merger,  Eneco will issue 1,629,190  shares of
            Eneco  Common Stock in exchange  for all the  outstanding  shares of
            Company Common Stock.

      -     Eneco  will  issue  2,466,373   shares  of  its  common  stock  upon
            conversion of all of its outstanding preferred stock.
-     Immediately  following the Merger, Eneco will have 16,291,581 shares
            of its common stock outstanding.

      -     The Company's  stockholders will own approximately 10% of the issued
            and outstanding shares of Eneco's common stock immediately following
            the Merger.

      As of  September  30,  2005,  Eneco has options and  warrants  outstanding
allowing  the  holders  thereof to purchase  up to  3,812,192  shares of Eneco's
common stock at exercise  prices  ranging  from $1.00 to $2.80 per share.  Eneco
also has secured convertible notes outstanding as of September 30, 2005 totaling
$2,304,904  (which  includes  accrued  interest)  which  may be  converted  into
2,085,546  shares of Eneco's common stock. The foregoing  options,  warrants and
convertible notes will not be affected by the Merger and will remain outstanding
following the Merger.

      Each share of Eneco Common Stock issued to the Company's  stockholders  in
connection with the Merger will be restricted shares, and the holder thereof may
not sell,  transfer or  otherwise  dispose of such shares  without  registration
under the Securities Act of 1933, as amended  ("Securities Act") or an available
exemption  therefrom.  The  Merger  Agreement,   however,   contains  piggy-back
registration  rights  provisions that allow each Company  shareholder to include
their  shares in any  registration  statement  filed for the public  offering or
resale of its  securities in the future,  subject to the conditions set forth in
the Merger Agreement.  There can be no assurance that the shares of Eneco Common
Stock received by the Company's  stockholders  in connection wit the Merger will
become registered under the Securities Act.

The Companies

      Wentworth I, Inc.

      Wentworth I, Inc.  (the  "Company")  was  organized  under the laws of the
State of  Delaware on March 6, 2001.  The  Company's  business  plan has been to
seek,  investigate and, if such  investigation  warrants,  enter into a business
combination with a target operating  company that primarily  desires to seek the
perceived  advantages of a U.S. reporting company under the Securities  Exchange
Act of 1934,  as amended  ("Exchange  Act").  The  Company is  currently a shell
company with nominal assets and operations.  The Company is a reporting  company
under Section  12(g) of the Exchange Act and is current in its  reporting  under
the Exchange Act.

      The  executive  office and  mailing  address of the Company are located at
936A  Beachland  Boulevard,  Suite 13, Vero Beach,  FL 32963,  and its telephone
number is (772) 231-7544.

      ENECO, Inc.

      ENECO, Inc. ("Eneco") was organized under the laws of the state of Utah in
1991 as Fusion Energy Applied Technology, Inc. Eneco originally dedicated itself
to scientific  research aimed at developing new ways of generating or converting
energy  which  would  be  both  more  efficient  and  less  threatening  to  the
environment than existing technologies.  In August 1993, Fusion Resources, Inc.,
a company that was also seeking to develop certain enhanced energy technologies,
was merged into Fusion Energy Applied  Technology,  Inc. In October 1993, Fusion
Energy Applied Technology, Inc. changed its name to Eneco, Inc.
Much of Eneco's  early work was on cold  fusion  research,  involving  the
pursuit of low temperature  nuclear  reactions in solids.  In early 1997,  after
years of investigating new approaches to energy  conversion,  Eneco discovered a
novel  means of  producing  surprisingly  high  conversion  efficiencies  at low
temperatures  utilizing  a  simple  semiconductor  device.  Further  experiments
confirmed  the  phenomenon.  Eneco's  technology  has evolved since the original
discovery seven years ago and now offers two capabilities:

      -     The Power Mode - which converts heat directly to electricity.

      -     The Cooling Mode - the reverse  process  which uses  electricity  to
            provide refrigeration or cooling.

      As of June 30, 2005,  Eneco has a stockholders'  deficit of $2,069,124,  a
cash balance of $399,715, and a working capital deficit of $2,086,883.  Eneco is
a development  stage company,  has no revenue from the sale of products to date,
and has incurred net losses of $15,732,690 from inception (June 3, 1991) to June
30, 2005. Since inception,  Eneco has been dependent upon the receipt of capital
investment  or  other  financing  to  fund  its  continuing  activities.   Since
inception, Eneco has raised approximately $16 million in debt and equity capital
to support its  research  and  development  activities  including  approximately
$2,051,259  in funding from  secured  loans during 2005 through the date of this
filing.  As of September  30, 2005,  Eneco had  approximately  $138,232 in cash.
Eneco is dependent upon raising  additional capital to provide continued funding
for its research and development  activities.  If such additional capital cannot
be raised on acceptable  terms,  there is  substantial  doubt that Eneco will be
able to continue as a going concern. The financial statements of Eneco have been
presented on the basis of the  continuation  of Eneco as a going  concern and do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might be necessary should Eneco be unable to continue as a going concern.

      Eneco's board of directors has  determined  that the proposed  merger with
the Company  with  provide it with  additional  available  sources of  financing
particularly  financing from  investors who prefer to invest in fully  reporting
companies subject to the requirements of the Exchange Act.

      Eneco's patents and patent  applications have been pledged as security for
outstanding  secured  loan that had a  principal  balance  of  $2,481,702  as of
October 15, 2005.  Loans in the  principal  amount of $430,443  matured in March
2005 and Eneco is in default on these obligations. Loans in the principal amount
of  approximately  $2,051,259  mature on the earlier of (i) March 2006, (ii) the
date Eneco receives an equity investment in an aggregate amount of at least five
million dollars  (calculated before discounts,  commissions or similar expenses)
($5,000,000),  or (iii) the effective date of the registration  statement for an
underwritten   public  offering  of  Eneco  common  stock.   Interest  on  these
obligations is accruing at the annual rate of twelve  percent (12%),  compounded
quarterly, except that principal and interest not paid when due accrues interest
at the rate of eighteen percent (18%) per annum.  There can be no assurance that
Eneco  will be able to  repay  the  amounts  owing in  which  case  the  secured
creditors  will have priority over  substantially  all other Eneco  creditors in
recovering the amounts owing.
The mailing address of Eneco's principal  executive office is Eneco, Inc.,
391-B Chipeta Way, Salt Lake City, Utah 84108, and its telephone number is (801)
583-2000.

Risk Factors Related to Eneco's Business

      Because Eneco has not proven its ability to generate profit, an investment
in Eneco is risky.  Eneco is in the  development  stage and has reported  losses
each year since its inception in 1991.  On June 30, 2005, it had an  accumulated
deficit of  $15,732,690.  To date,  Eneco has been almost  totally  dependent on
investor capital for funding.  Eneco's energy conversion  technology  remains in
the development stage. There is no assurance that Eneco's technology will become
commercially  viable and no  assurance  can be given that Eneco will ever become
profitable. In addition,  prospects for Eneco's profitability may be affected by
research and development setbacks, expenses,  operational difficulties and other
factors  frequently  encountered  in the  development  stage of a small business
enterprise in a highly competitive environment.

      Eneco's  auditors have expressed  doubt about its ability to continue as a
going concern.  Eneco's audited financial statements have been prepared assuming
that Eneco continues as a going concern.  Eneco's auditors have noted that Eneco
has a limited  operating  history and do not have a significant  track record of
profitable  operations.  As a result, Eneco's auditors have indicated that these
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.

      At June 30, 2005 Eneco had a working  capital  deficit of  $2,069,124  and
Eneco did not have sufficient  funding to execute Eneco's plan of operation.  As
of June 30, 2005,  Eneco had current assets of $417,474 and current  liabilities
of  $2,486,598.  Eneco  has  deferred  the  payment  of  certain  wages  owed to
employees.  In order to complete the  development-engineering  tasks and related
patent  prosecution  efforts so that product can be  commercialized,  management
estimate that Eneco will need at least $5,000,000 in new funding. However, there
can  be no  assurance  that  Eneco's  development-engineering  efforts  will  be
successful at this or any level of funding.  Eneco's  currently  available funds
are anticipated to allow it to continue substantially limited operations through
March 2006.  Eneco's future need for capital will depend on a number of factors,
including  its  progress  and level of  expenditure  in  developing  its  energy
conversion  technology and prosecuting its patents. Many future expenditures may
be  unforeseeable  at the present time.  Moreover,  Eneco's  business  plans may
change or  unforeseen  events may occur  which  affect the amount of  additional
funds required.  If additional funds are not obtained if and when required,  the
lack thereof may have a material adverse effect on Eneco.  Further,  there is no
assurance  that future funding will be available or that any future funding will
be on terms that are favorable to Eneco or its shareholders.

      Eneco  does  not  have  sufficient  funding  to pay the  amounts  owing on
outstanding  secured debt obligations.  Eneco's cash reserves are not sufficient
to pay the amounts  owing on  outstanding  promissory  notes in the  approximate
principal  amount of $2,481,702  as of October 15, 2005.  Loans in the principal
amount  of  $430,443  matured  in March  2005 and Eneco is in  default  on these
obligations. Loans in the principal amount of approximately $2,051,259 mature no
later than March 2006.  Interest on these  obligations is accruing at the annual
rate of twelve percent (12%),  compounded  quarterly,  except that principal and
interest  not paid when due accrues  interest  at the rate of  eighteen  percent
(18%) per annum.  As collateral for the repayment of Eneco's  obligations  under
these arrangements Eneco has transferred all of its U.S. and foreign patents and
patent applications  pursuant to the terms of a collateral patent assignment and
has  granted  secured  creditors  a security  interest  in all right,  title and
interest in and to the all U.S. and foreign patents and patent applications.  In
the event of liquidation or foreclosure, secured creditors will have priority in
connection with the patents and patent applications over substantially all other
Eneco  creditors in recovering the amounts owing. No assurance can be given that
the Eneco will have the resources to repay any or all of the amounts owing under
these  obligations  or  that  Eneco  will be able  to  retain  its  intellectual
property.
Eneco's secured creditors will have priority over other Eneco shareholders
in the event of a  liquidation  or  foreclosure.  Substantially  all of  Eneco's
intellectual  property  is  subject  to a  security  interests  held by  secured
convertible  note holders who currently hold  promissory  notes in the aggregate
principal amount of approximately  $2,481,702. In the event Eneco is not able to
repay  the  amounts  owing on these  obligations,  the note  holders  will  have
priority over other creditors with respect to Eneco's intellectual  property. If
the secured  creditors  ever  foreclosed  on these  obligations,  it will have a
material  adverse effect on Eneco and its operations,  including the possibility
of requiring  Eneco to cease  operations  and the  possibility of foreclosure on
Eneco's intellectual property.

      Eneco's  technology is unproven and there can be no assurance that it will
be  successfully  developed or  commercialized.  To management's  knowledge,  no
commercial   products  are  yet  being  sold  using  Eneco's  energy  conversion
technology.  The technology is in a late stage of development,  but there can be
no assurance  that Eneco or anyone else will ever be able to  commercialize  the
technology  profitably.  The development of commercial  applications  for such a
technology  requires  both the  perfection of the  technology  itself as well as
development  engineering  for  commercial  applications.   These  tasks  require
significant  time and financial  resources  and highly  skilled  scientists  and
engineers.  There is no  assurance  that Eneco  will be able to obtain  adequate
funding to  accomplish  these tasks over the time period  required or that Eneco
will be successful in locating and retaining the needed  scientists,  engineers,
and other key personnel.

      Eneco's  future  success is  dependent  on the strength of its patents and
patent  applications  which may not provide the level of  protection  that would
allow Eneco to succeed. Eneco's future success depends in part on its ability to
protect its  intellectual  property and maintain the  proprietary  nature of its
energy  conversion  technology  through  a  combination  of  patents  and  other
intellectual  property  arrangements.   There  can  be  no  assurance  that  the
protection  provided  by  patents,  if issued,  will be broad  enough to prevent
competitors  from  introducing   similar  products  or  that  such  patents,  if
challenged,   will  be  upheld  by  the  courts  of  any  jurisdiction.   Patent
infringement litigation,  either to enforce Eneco's patents or defend Eneco from
infringement  suits,  would be expensive  and, if it occurs,  could divert Eneco
resources from other planned uses. Any adverse outcome in such litigation  could
have a material adverse effect on Eneco.  Patent  applications  filed in foreign
countries and patents in such countries are subject to laws and procedures  that
differ from those in the United States.  Patent protection in such countries may
be different from patent  protection under U.S. laws and may not be as favorable
to Eneco. Eneco also attempts to protect its proprietary information through the
use of  confidentiality  agreements  and by limiting  access to its  facilities.
There can be no  assurance  that  Eneco's  program of  patents,  confidentiality
agreements and restricted access to its facilities will be sufficient to protect
Eneco's proprietary technology.
The market for energy conversion technologies is highly competitive. There
are many  companies,  both  large and small,  around  the world who are  selling
conventional  energy conversion  devices.  Many of these competitors have longer
operating histories, more experience, substantially greater financial resources,
greater  size,   more   substantial   research  and  development  and  marketing
organizations,  and are better  situated to develop and market new  technologies
than Eneco.  These entities may use their substantial  wealth and size to outbid
Eneco for important  technologies and contracts,  or alternatively,  may develop
marketable  technologies  simultaneously  with Eneco, while better positioned to
move such  technologies  to market ahead of Eneco,  and thus  possibly  pre-empt
Eneco's  ability to enter the commercial  market or find  financial  backing for
such an entry  into the  market.  No  assurance  can be given that Eneco will be
successful in developing and commercializing its energy conversion technology.

      Eneco's  success is dependent on its ability to retain  management and key
scientists. The success of Eneco depends upon the skills, experience and efforts
of its directors,  management,  scientists,  consultants and other key personnel
("working team"). Should the services of one or more members of the working team
become  unavailable  to Eneco for any  reason,  the  business  of Eneco could be
adversely  affected.  Employment  agreements  providing for six months notice of
termination  have been  entered  into with Dr. Lew Brown and Dr.  Yan  Kucherov.
Eneco's other  employment and consulting  arrangements  may be terminated on not
more than six months  notice.  There is no assurance  that Eneco will be able to
retain  existing  employees or attract new  employees  of the caliber  needed to
achieve Eneco's objectives.

      Eneco has substantial limitations on director liability.  Eneco's Articles
of Incorporation provide that a director of Eneco is not be personally liable to
Eneco or its shareholders for monetary damages to the maximum extent  authorized
by Utah law. These  provisions may  discourage  shareholders  from bringing suit
against  a  director  for  breach  of duty  and may  reduce  the  likelihood  of
derivative  litigation  brought  by  shareholders  on behalf of Eneco  against a
director.  In  addition,  Eneco  has  agreed  to  mandatory  indemnification  of
directors and officers to the fullest  extent  permitted by Utah law. Eneco also
maintains insurance policies for director and officer liability in the amount of
$3 million.

      If a public market develops,  of which there can be no assurance,  Eneco's
stock price may be  volatile.  Many factors will  influence  the market  prices.
Eneco  shares  could be  subject  to  significant  fluctuation  in  response  to
variations  in  operating  results,  investor  perceptions,  supply and  demand,
interest rates,  general economic conditions and those specific to the industry,
and to developments  with regard to our activities,  future financial  condition
and management.

      Substantially  all of Eneco's common stock has been  outstanding  for more
than two years and may be resold into a public market, should one develop. As of
the date of this  filing,  Eneco  had  12,196,018  shares  of  common  stock and
2,466,373  shares of preferred  stock  outstanding.  Substantially  all of these
shares have been  outstanding for more than two years.  Thus, upon completion of
the Merger,  assuming that all of the preferred  stock is converted  into common
stock on a one-for-one basis, substantially all of these shares will effectively
be free trading under Rule 144(k).  The sale of some of these  securities  could
adversely affect the market price of the common stock,  should a market develop,
which may materially hinder any future efforts of Eneco to raise capital.
There can be no  assurance  that a market for  Eneco's  common  stock will
develop.  Market making  involves the buying or selling of securities for others
or for one's own  account  to  facilitate  and  attempt  to profit  from  market
activity  in a  particular  security.  Market  making  does not in and of itself
support or restrict the price of the  security.  No person or  broker-dealer  is
under any  obligation  to make a market in Eneco's  common stock  following  the
closing of the Merger and any person or broker-dealer making a market in Eneco's
common  stock may  discontinue  market  making  activities  at any time  without
notice. There can be no assurance that a trading market for Eneco's common stock
will exist at any time in the future.

Eneco as "Successor Issuer" under Exchange Act

      The purpose of the Merger is to allow Eneco to be a "successor  issuer" to
the Company  within the meaning of Rule  12(g)-3  under the  Exchange  Act. As a
"successor issuer" Eneco will become a Section 12(g) reporting company under the
Exchange Act and will assume the  reporting  obligations  of the  Company.  As a
result,  the  shares of  common  stock of Eneco  shall be  deemed  automatically
registered  securities  under  Section  12(g) of the  Exchange  Act  without the
necessity of filing any additional registration statements covering those shares
of common stock. Pursuant to the requirements of Rule 12(g)-3 under the Exchange
Act, immediately  following the Effective Time of the merger, Eneco will prepare
and file a current  report on Form 8-K  disclosing  the completion of the Merger
and the creation of Eneco as the "successor issuer."

Over-the-Counter Bulletin Board Quotation

      The  shares  of  Eneco  Common  Stock  will  not be  quoted  on the OTC BB
immediately  following  the  Merger.  Following  the  Merger,  Eneco  intends to
cooperate  with  the  filing  of a Form  211  by an  NASD  member  and  use  its
commercially  reasonable  efforts  to have its  shares of common  stock  ("Eneco
Common Stock"), including the shares of Eneco Common Stock to be received by the
Company's stockholders in connection with the Merger,  commence quotation of the
NASD  Over-the-Counter  Bulletin  Board  ("OTC  BB").  However,  there can be no
assurance  that the shares of Eneco Common  Stock will become  quoted on the OTC
BB. Furthermore,  even if the shares of Eneco Common Stock are quoted on the OTC
BB, there can be no  assurance  that an active  trading  market will develop for
such shares.

Adoption of the Merger

      The board of directors  of the Company and Eneco have  approved the Merger
Agreement  and the  Merger and  recommend  that  their  respective  stockholders
approve  it. The  affirmative  vote of the  holders of a majority  of the shares
outstanding  of common  stock of the  Company is  required  for  approval of the
Merger.
On October 28, 2005,  four  stockholders  who, in the  aggregate,  are the
record owners of 3,558,000  shares of the Company's  common stock,  representing
approximately  94.9%  of the  outstanding  voting  securities  of  the  Company,
executed  and  delivered  to the  Company  a  written  consent  authorizing  and
approving  the  Merger.  Accordingly,  the Merger has been  approved  by holders
representing  approximately  94.9% of the outstanding  voting  securities of the
Company.  The  Company  intends to file a  Schedule  14C  information  statement
("Information  Statement")  with the SEC and mail a copy  thereof to each record
stockholder of the Company.

      The  affirmative  vote  of  the  holders  of  a  majority  of  the  shares
outstanding  of common  stock of Eneco is required  for  approval of the Merger.
Eneco  will be  holding a special  meeting of  shareholders  for the  purpose of
approving the Merger.  There can be no assurance that the  shareholders of Eneco
will approve the Merger.

Appraisal Rights

      Appraisal rights are available under the Delaware General  Corporation Law
for the stockholders of the Company in connection with the Merger. The procedure
to exercise appraisal rights will be provided in the Information Statement to be
filed  by  the  Company  with  the  SEC  and  to  be  mailed  to  the  Company's
stockholders.

Closing; Effective Time

      The closing of the Merger will take place as soon as  practicable  (but in
no event later than two business  days) after all conditions to the Merger under
the terms of the  Merger  Agreement  have been  satisfied  or  waived.  Upon the
satisfaction or waiver of such conditions, a Certificate of Merger will be filed
with the Secretary of State of Delaware under the DGCL and with the Secretary of
State of Utah  under  the UBCA  ("Effective  Time").  Upon the  filing  of these
documents,  the  Company  will  cease its  corporate  existence  in the State of
Delaware.

Exchange of Certificates

      The  issued  and  outstanding  stock  certificates  of  the  Company  will
represent the rights that the  Company's  stockholders  will have in Eneco.  The
Company's stockholders should not destroy their certificates,  but should submit
their stock certificates to Eneco's exchange agent ("Exchange Agent"),  Colonial
Stock  Transfer,  66 Exchange Place,  Salt Lake City, UT 84111,  telephone (801)
355-5740,  for new certificates of Eneco,  subject to normal  requirements as to
proper endorsement,  signature guarantee, if required, and payment of applicable
taxes. The detailed  instructions  for the exchange of certificates  will be set
forth in the Information Statement.

      If a  Company  stockholder  fails  to  submit  his  certificates  for  the
Company's  common stock for  cancellation to the Exchange  Agent,  together with
such letter of transmittal and investment  representation letter, duly completed
and validly executed in accordance with the  instructions  thereto and within 30
days  following  the Closing of the Merger,  such holder will not be entitled to
registration rights for his shares of Eneco Common Stock.
Directors and Executive Officers

      The  directors  of  Eneco  shall  continue  to be the  directors  of Eneco
immediately prior the Effective Time, until their respective successors are duly
elected or  appointed  and  qualified as provided in the Merger  Agreement.  The
officers of Eneco shall continue to be the officers of Eneco  immediately  prior
to the Effective  Time. The current  officers and directors of the Company will,
as of the Effective  Time, have no further role in the management and affairs of
the Company and/or Eneco.

Conditions to Closing

      Under the  Merger  Agreement,  the  Company  and Eneco  have  agreed to do
certain  things,  some of which are  conditions  to the Merger.  Each company is
obligated to (a) obtain all necessary approvals,  which includes approval by the
stockholders  of both the Company  and Eneco for the Merger,  (b) give the other
access to the records  and  personnel  to complete  due  diligence  review,  (c)
proceed  expeditiously  to undertake  all actions so as to be able to consummate
the Merger,  (d) Eneco must deliver  audited  financial  statements  including a
balance  sheet as of December 31, 2003 and 2004 and  statements  of  operations,
cash flows and stockholders'  equity for such periods  indicated,  and unaudited
financial  statements for the nine months ended September 30, 2004 and 2005, pro
forma  financial  statements  prior to the closing,  and Form 10  information on
Eneco,  all of which then will be included in the required  Form 8-K relating to
the consummation of the  transactions  under the Merger Agreement to be filed at
closing,  and (e) neither party will solicit or initiate proposals from, provide
information to or hold  discussions with any party concerning any sale of assets
or any  material  portion of any  capital  stock or any  merger,  consolidation,
business  combination,  liquidation  or  similar  transaction,  subject  to  the
fiduciary obligations of directors generally.

      In addition to the foregoing  conditions,  the Merger is conditioned  upon
(i) preparation,  filing and mailing of a definitive 14C Information  Statement,
(ii) the  approval  of the  Company's  and  Eneco's  stockholders  of the Merger
Agreement and the transactions  contemplated  under the Merger Agreement,  (iii)
dissenters not exercising  their  appraisal  rights in excess of 200,000 shares,
(iv) Eneco being deemed a  "successor  issuer"  under the Exchange  Act, (v) the
conversion of all of the outstanding shares of Eneco Preferred Stock into shares
of Eneco Common Stock, and (vi) Eneco's existing employment agreements with Drs.
Lew Brown and Yan Kucherov continuing on their existing terms.

      Assuming all of the conditions have been satisfied, the Company intends to
file a  Certificate  of  Merger  with the  Secretary  of  State of the  State of
Delaware and Articles of Merger with the Utah  Department of Commerce,  Division
of Corporations  promptly after the twentieth day after the date the Information
Statement has first been sent to stockholders.
Financial Advisory Agreement

      As a further condition to Closing,  the Company shall have engaged Keating
Securities,  LLC ("Keating  Securities"),  an affiliate of Keating  Investments,
LLC, the managing member of the Company's controlling  stockholder,  to act as a
financial  advisor in  connection  with the  business  combination  between  the
Company  and  Eneco  for which it will earn an  advisory  fee of  $200,000  upon
completion of the Merger. The advisory fee will be paid as follows: $75,000 will
be paid upon the closing of the Merger  (which  includes  $25,000  which will be
paid from the proceeds of Eneco's  non-refundable deposit previously paid to the
Company),  and the balance of $125,000  will be paid out of the  proceeds of any
private  placement or public  offering of securities by Eneco or its  affiliates
completed after the Merger is consummated.

Post-Closing Covenants

      After the closing of the Merger,  Eneco has agreed that, unless it has the
consent of Keating Reverse Merger Fund, LLC ("KRM Fund"),  it will not issue any
securities  for  one  year  to its  officers  and  directors  or 10% or  greater
stockholders,  consultants,  service  providers  or other  parties,  except  for
issuances  with  respect  to  outstanding  options,   warrants  and  convertible
securities and pursuant to existing obligations, grants pursuant to stock option
and  similar  plans  approved  by the board and  stockholders,  capital  raising
requirements  approved by the board, or third party,  arms-length  transactions.
Eneco will be obligated to comply with  independent  accountant and  independent
director requirements, audit and compensation committee requirements and code of
ethic requirements imposed by law. Further,  Eneco will be required to engage an
investor  relations  firm and an independent  research  firm,  acceptable to KRM
Fund, within 30 days following the closing.

Termination

      The Merger Agreement may be terminated as follows:  (i) by mutual consent,
(ii) by either  party if the  reverse  merger is not  consummated  by January 1,
2006, (iii) by either party if the Merger is prohibited by issuance of an order,
decree or ruling,  or (iv) by either party if the other is in material breach of
any  representation,   warranty,   covenant  or  agreement.   In  the  event  of
termination, both parties are responsible for their expenses.

Tax Consequences

      The  Merger has been  structured  to  qualify  as a  reorganization  under
Section 368(a) of the Code for federal income tax purposes. The parties have not
and do not  intend to  request  an opinion  of  counsel.  However,  the  Company
believes  the  Merger  will so qualify  and that,  for U.S.  federal  income tax
purposes,  no gain or loss will be recognized by the Company's  stockholders who
receive Eneco Common Stock for their Company Common Stock in connection with the
Merger.  The  adjusted  tax  basis of each  whole  share of Eneco  Common  Stock
received by a Company  stockholder as a result of the Merger will be the same as
the  stockholder's  aggregate  adjusted  tax basis in the shares of his  Company
Common Stock.  A stockholder  who holds Company Common Stock will include in his
holding  period for Eneco Common  Stock that he receives his holding  period for
the Company Common Stock.
Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired. None

(b) Pro forma financial information. None

(c) Exhibits.

Exhibit Number        Description
--------------        -----------

2.1                   Agreement and Plan of Merger  between  Wentworth I, Inc.
                      and ENECO, Inc. dated October 28, 2005 (without exhibits
                      and schedules)

                                   SIGNATURES

      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.

                                  Wentworth I, Inc.
                                  (Registrant)

Date: November 1, 2004            By:  /s/ Kevin R. Keating
                                       -----------------------------------------
                                       Kevin R. Keating, President and Secretary
EXHIBIT INDEX

Exhibit Number        Description
--------------        -----------

2.1                   Agreement and Plan of Merger  between  Wentworth I, Inc.
                      and ENECO, Inc. dated October 28, 2005 (without exhibits
                      and schedules)