content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                          POST EFFECTIVE AMENDMENT NO. 1 TO
                        REGISTRATION STATEMENT NO. 333-111582
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             ENCORE CLEAN ENERGY, INC.
    ____________________________________________________________________________
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                               65-0609891
  ________________________________________________________________________________
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
                            Suite 305 - 1250 Homer Street
                            Vancouver, BC Canada V6B 1C6
       _____________________________________________________________________
       (604) 215-2500 (Address and telephone of principal executive offices)
  
                              2003 STOCK INCENTIVE PLAN
                             ___________________________
                              (Full title of the plan)
  
              Encore Clean Energy, Inc., Attention: DANIEL HUNTER, CEO
                            Suite 305 - 1250 Homer Street
                            Vancouver, BC Canada V6B 1C6
                                   (604) 215-2500
   _______________________________________________________________________________
   (Name, address and telephone number, including area code, of agent for service)
  
  <TABLE>
  <CAPTION>
                                            Proposed Maximum     Proposed Maximum     Amount of
   Title of Securities to     Amount to be   Offering Price     Aggregate Offering  Registration
      be Registered (1)      Registered(2)      Per Share              Price            Fee
  <S>                            <C>               <C>                  <C>             <C>
        Common Stock                              $0.34
      $0.001 par value        2,000,000         per share            $680,000          79.56
  </TABLE>
  
  (1)  This  registration  statement covers an additional  2,000,000 shares of the
       Registrant's  common stock  issuable  upon the  exercise of options  issued
       under our 2003 Stock  Incentive  Plan (the "Plan") to directors,  officers,
       employees and eligible  consultants or advisors of the Registrant.  A total
       of 4,000,000  shares are issuable  under the Plan,  2,000,000 of which were
       registered under the original Registration Statement (No. 333-111582)
  
                                         1
  <PAGE>
  
  (2)  This registration  statement shall also cover an  indeterminable  number of
       additional  shares of common stock which may become issuable under the 2003
       Stock  Incentive  Plan  by  reason  of any  stock  dividend,  stock  split,
       recapitalization  or any other  similar  transaction  effected  without the
       receipt of consideration  which results in an increase in the number of the
       Registrant's outstanding shares of common stock.
  
  (3)  This offering price per share is calculated under Rule 457(h)(1) (reference
       Rule 457(c)) as the offering price is not known; average of the bid and ask
       prices as of March 3, 2006 (the last trading day immediately  preceding the
       filing of this  registration  statement).  See 2003 Stock  Incentive  Plan,
       attached hereto as Exhibit 10.2.
  
  ================================================================================
  
                                  EXPLANATORY NOTE
  
  
  This Post-Effective  Amendment to the Company's  Registration  Statement on Form
  S-8 (No.  333-111582) (the  "Registration  Statement") filed with respect to the
  Company's 2003 Stock  Compensation Plan (Plan), is filed by the Company pursuant
  to  General  Instruction  E to SEC  Form  S-8 to  reflect  the  registration  of
  additional securities of the same class of securities for which the Registration
  Statement  was  originally  filed to reflect  the  amendment  of the Plan by the
  Company's Board of Directors and the subsequent  approval of the Plan as amended
  at the Company's Annual Meeting of Stockholders held on October 5, 2005.
  
  INCORPORATION BY REFERENCE
  
  The  contents  of  the  Registration   Statement  (No.  333-111582)  are  hereby
  incorporated by reference supplemented as follows.
  
  Item 5. Interests of Named Experts and Counsel.
  
  No expert or counsel named in this  prospectus  as having  prepared or certified
  any part of it or as having given an opinion upon the validity of the securities
  being registered or upon other legal matters in connection with the registration
  or offering of the common stock was employed on a contingency  basis, or had, or
  is to receive, in connection with the offering, a substantial  interest,  direct
  or indirect,  in the Company or any of its parents or subsidiaries.  Nor was any
  such person  connected with the Company or nay of its parents or subsidiaries as
  a promoter, managing or principal underwrite, voting trustee, director, officer,
  or employee.
  
  Item 6. Indemnification of Directors and Officers
  
  At the Annual Meeting of Stockholders  held on October 5, 2005, the stockholders
  approved  the  reincorporation  of the  Company  in the state of Nevada  and new
  Articles of Incorporation and Bylaws.  The following  summarizes the limitations
  of liability and indemnification of Directors and Officers for the Company after
  its  reincorporation  in Nevada.  This supersedes the disclosure in the original
  Registration Statement.
  
  Limitation of Liability. Our articles of incorporation provide that any director
  or officer shall not be personally liable to the Company or our stockholders for
  damages as a result of any act or failure to act in his  capacity  as a director
  or officer, unless:
  
                                         2
  <PAGE>
  
  Item 6. Indemnification of Directors and Officers - continued
  
  - It is  proven  that his act or  failure  to act  constituted  a breach  of his
  fiduciary  duties  and  involved  intentional  misconduct,  fraud,  or a knowing
  violation of law; or
  
  - Such person is a director  liable under Section  78.300 of the Nevada  Revised
  Statutes for the payment of an improper distribution by us to our stockholders.
  
  Indemnification.  Our articles of  incorporation  provide that the Company shall
  indemnify  anyone who was or is a party or is  threatened  to be made a party to
  any threatened,  pending or completed action, suit or proceeding, whether civil,
  criminal,  administrative  or  investigative,  except  an action by us or in our
  right, by reason of the fact that he is or was a director, officer, employee, or
  agent  of the  Company,  or is or was  serving  at the  Company's  request  as a
  director, officer, employee or agent of another corporation,  partnership, joint
  venture, trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with the action, suit or proceeding if:
  
  - The liability did not result from any act or failure to act which  constituted
  a breach of that  person's  fiduciary  duties in his  capacity  as a director or
  officer, and involved intentional  misconduct,  fraud, or a knowing violation of
  law; or
  
  - The person acted in good faith and in a manner which he reasonably believed to
  be in, or not opposed to, our best  interests,  and with respect to any criminal
  action or  proceeding,  he had no  reasonable  cause to believe  his conduct was
  unlawful.
  
  Further,  our  articles of  incorporation  permit the Company to  indemnify  any
  person  who  was or is a  party  or is  threatened  to be  made a  party  to any
  threatened,  pending  or  completed  action  or suit by us or in our  right,  to
  procure  a  judgment  in our  favor by  reason  of the fact  that he is or was a
  director,  officer,  employee,  or agent of the Company, or is or was serving at
  the  Company's  request as a director,  officer,  employee,  or agent of another
  corporation,  partnership,  joint venture,  trust, or other enterprise,  against
  expenses,  including amounts paid in settlement and attorneys' fees actually and
  reasonably  incurred by him in  connection  with  defense or  settlement  of the
  action or suit, if:
  
  - The liability did not result from any act or failure to act which  constituted
  a breach of that  person's  fiduciary  duties in his  capacity  as a director or
  officer,  and involved intentional  misconduct,  fraud or a knowing violation of
  law; or
  
  - The person acted in good faith and in a manner which he reasonably believed to
  be in, or not opposed to, our best interests.
  
  However,  we will be prohibited from indemnifying any person with respect to any
  action, suit, or proceeding by a court of competent jurisdiction, if he has been
  finally adjudged to be liable to us, unless, and only to
  
  the extent that, the court of competent jurisdiction determines upon application
  that the person is fairly and reasonably  entitled to indemnification in view of
  all the circumstances of the case.
  
  Our  bylaws  contain  similar   indemnification   and  limitation  of  liability
  provisions.
  
                                         3
  <PAGE>
  
  Item 8. Exhibits.
  
  Exhibit
  Number    Description of Document
  --------- ----------------------------------------------------------------------
  
  5.1       Opinion of Klehr, Harrison,  independent legal counsel,  regarding the
            due  authorization  and valid  issuance of the shares of common stock,
            with  consent  to use.  Incorporated  by  reference,  filed  with  S-8
            Registration Statement No 333-111582, filed December 29, 2003.
  
  10.2      2003 Stock  Incentive  Plan,  as approved by the  Stockholders  at the
            Company's  Annual Meeting of  Stockholders  on October 5, 2005.  Filed
            herewith.
  
  23.1      Consent of KPMG LLP, Independent Auditors.  Incorporated by reference,
            filed with 10K-SB Annual Report filed May 17, 2005.
  
  24.1      Power of Attorney (included on the signature page of this registration
            statement).
  
  
  
  
                                     SIGNATURES
  
  
  Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements for filing this  Post-Effective  Amendment to Form S-8 and has duly
  caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
  undersigned,  thereunto duly authorized,  in the City of Vancouver,  Province of
  British Columbia, Canada, on this 3rd day of March, 2006.
  
  ENCORE CLEAN ENERGY, INC.
  
  
  By:    /s/ Daniel B. Hunter
         -------------------------------------------------------
         DANIEL B. HUNTER,
         Chief Executive Officer, Chief Financial Officer
         (Principal Executive Officer and Principal Accounting Officer)
         Director
  
         Date:  March 3, 2006
  
                                  POWER OF ATTORNEY
  
  
  Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
  Statement  has been  signed  below by the  following  persons in the  capacities
  listed below and on the date indicated and each of the undersigned  persons,  in
  any  capacity,  hereby  appoints  Daniel B. Hunter as  attorneys-in-fact  of the
  undersigned,  with full power of substitution and  resubstitution,  to sign this
  Registration  Statement  and any and all  amendments  (including  post-effective
  amendments  and any  registration  statements  pursuant to Rule 462(b) under the
  Securities  Act of 1933) and  supplements  and exhibits  thereto and to file the
  same,  and other  documents in connection  therewith,  with the  Securities  and
  Exchange  Commission,  and  authorizes  each of them to do and perform  each and
  every act necessary to be done in connection therewith.
  
                                         4
  <PAGE>
  
  By:    /s/ Daniel B. Hunter
         -------------------------------------------------------
         DANIEL B. HUNTER,
         Chief Executive Officer, Chief Financial Officer
         (Principal Executive Officer and Principal Accounting Officer)
         Director
  
         Date: March 3, 2006
  
  By:    /s/ Donald James Mackenzie
         -------------------------------------------------------
         DONALD JAMES MACKENZIE,
         President, Secretary
         Director
  
         Date: March 3, 2006
  
  By:    /s Lawrence M. Shultz
         -------------------------------------------------------
         LAWRENCE M. SHULTZ
         Director
  
         Date: March 3, 2006
  
  
  
  
                                         5
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "encore-clean_s8.txt", "description": "ENCORE CLEAN S-8", "secsgml_size_bytes": 12818}]
metadata_filer: {"company-data": {"conformed-name": "ENCORE CLEAN ENERGY, INC", "cik": "0001036588", "assigned-sic": "7389", "irs-number": "650609891", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132598", "film-number": "06700099"}, "business-address": {"street1": "SUITE 610 - 375 WATER STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6B 5C6", "phone": "604-801-5566"}, "mail-address": {"street1": "SUITE 610 - 375 WATER STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6B 5C6"}, "former-company": [{"former-conformed-name": "ENCORE CLEAN ENERGY INC", "date-changed": "20031216"}, {"former-conformed-name": "FORGE INC", "date-changed": "20021210"}, {"former-conformed-name": "EMAILTHATPAYS COM INC", "date-changed": "20000103"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                          POST EFFECTIVE AMENDMENT NO. 1 TO
                        REGISTRATION STATEMENT NO. 333-111582
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             ENCORE CLEAN ENERGY, INC.
    ____________________________________________________________________________
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                               65-0609891
  ________________________________________________________________________________
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                               Identification No.)
  
                            Suite 305 - 1250 Homer Street
                            Vancouver, BC Canada V6B 1C6
       _____________________________________________________________________
       (604) 215-2500 (Address and telephone of principal executive offices)
  
                              2003 STOCK INCENTIVE PLAN
                             ___________________________
                              (Full title of the plan)
  
              Encore Clean Energy, Inc., Attention: DANIEL HUNTER, CEO
                            Suite 305 - 1250 Homer Street
                            Vancouver, BC Canada V6B 1C6
                                   (604) 215-2500
   _______________________________________________________________________________
   (Name, address and telephone number, including area code, of agent for service)
  Proposed Maximum     Proposed Maximum     Amount of
   Title of Securities to     Amount to be   Offering Price     Aggregate Offering  Registration
      be Registered (1)      Registered(2)      Per Share              Price            Fee
  Common Stock                              $0.34
      $0.001 par value        2,000,000         per share            $680,000          79.56
  (1)  This  registration  statement covers an additional  2,000,000 shares of the
       Registrant's  common stock  issuable  upon the  exercise of options  issued
       under our 2003 Stock  Incentive  Plan (the "Plan") to directors,  officers,
       employees and eligible  consultants or advisors of the Registrant.  A total
       of 4,000,000  shares are issuable  under the Plan,  2,000,000 of which were
       registered under the original Registration Statement (No. 333-111582)
  
                                         1
  (2)  This registration  statement shall also cover an  indeterminable  number of
       additional  shares of common stock which may become issuable under the 2003
       Stock  Incentive  Plan  by  reason  of any  stock  dividend,  stock  split,
       recapitalization  or any other  similar  transaction  effected  without the
       receipt of consideration  which results in an increase in the number of the
       Registrant's outstanding shares of common stock.
  
  (3)  This offering price per share is calculated under Rule 457(h)(1) (reference
       Rule 457(c)) as the offering price is not known; average of the bid and ask
       prices as of March 3, 2006 (the last trading day immediately  preceding the
       filing of this  registration  statement).  See 2003 Stock  Incentive  Plan,
       attached hereto as Exhibit 10.2.
  
  ================================================================================
  
                                  EXPLANATORY NOTE
  
  This Post-Effective  Amendment to the Company's  Registration  Statement on Form
  S-8 (No.  333-111582) (the  "Registration  Statement") filed with respect to the
  Company's 2003 Stock  Compensation Plan (Plan), is filed by the Company pursuant
  to  General  Instruction  E to SEC  Form  S-8 to  reflect  the  registration  of
  additional securities of the same class of securities for which the Registration
  Statement  was  originally  filed to reflect  the  amendment  of the Plan by the
  Company's Board of Directors and the subsequent  approval of the Plan as amended
  at the Company's Annual Meeting of Stockholders held on October 5, 2005.
  
  INCORPORATION BY REFERENCE
  
  The  contents  of  the  Registration   Statement  (No.  333-111582)  are  hereby
  incorporated by reference supplemented as follows.
  
  Item 5. Interests of Named Experts and Counsel.
  
  No expert or counsel named in this  prospectus  as having  prepared or certified
  any part of it or as having given an opinion upon the validity of the securities
  being registered or upon other legal matters in connection with the registration
  or offering of the common stock was employed on a contingency  basis, or had, or
  is to receive, in connection with the offering, a substantial  interest,  direct
  or indirect,  in the Company or any of its parents or subsidiaries.  Nor was any
  such person  connected with the Company or nay of its parents or subsidiaries as
  a promoter, managing or principal underwrite, voting trustee, director, officer,
  or employee.
  
  Item 6. Indemnification of Directors and Officers
  
  At the Annual Meeting of Stockholders  held on October 5, 2005, the stockholders
  approved  the  reincorporation  of the  Company  in the state of Nevada  and new
  Articles of Incorporation and Bylaws.  The following  summarizes the limitations
  of liability and indemnification of Directors and Officers for the Company after
  its  reincorporation  in Nevada.  This supersedes the disclosure in the original
  Registration Statement.
  
  Limitation of Liability. Our articles of incorporation provide that any director
  or officer shall not be personally liable to the Company or our stockholders for
  damages as a result of any act or failure to act in his  capacity  as a director
  or officer, unless:
  
                                         2
  Item 6. Indemnification of Directors and Officers - continued
  
  - It is  proven  that his act or  failure  to act  constituted  a breach  of his
  fiduciary  duties  and  involved  intentional  misconduct,  fraud,  or a knowing
  violation of law; or
  
  - Such person is a director  liable under Section  78.300 of the Nevada  Revised
  Statutes for the payment of an improper distribution by us to our stockholders.
  
  Indemnification.  Our articles of  incorporation  provide that the Company shall
  indemnify  anyone who was or is a party or is  threatened  to be made a party to
  any threatened,  pending or completed action, suit or proceeding, whether civil,
  criminal,  administrative  or  investigative,  except  an action by us or in our
  right, by reason of the fact that he is or was a director, officer, employee, or
  agent  of the  Company,  or is or was  serving  at the  Company's  request  as a
  director, officer, employee or agent of another corporation,  partnership, joint
  venture, trust or other enterprise, against expenses, including attorneys' fees,
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with the action, suit or proceeding if:
  
  - The liability did not result from any act or failure to act which  constituted
  a breach of that  person's  fiduciary  duties in his  capacity  as a director or
  officer, and involved intentional  misconduct,  fraud, or a knowing violation of
  law; or
  
  - The person acted in good faith and in a manner which he reasonably believed to
  be in, or not opposed to, our best  interests,  and with respect to any criminal
  action or  proceeding,  he had no  reasonable  cause to believe  his conduct was
  unlawful.
  
  Further,  our  articles of  incorporation  permit the Company to  indemnify  any
  person  who  was or is a  party  or is  threatened  to be  made a  party  to any
  threatened,  pending  or  completed  action  or suit by us or in our  right,  to
  procure  a  judgment  in our  favor by  reason  of the fact  that he is or was a
  director,  officer,  employee,  or agent of the Company, or is or was serving at
  the  Company's  request as a director,  officer,  employee,  or agent of another
  corporation,  partnership,  joint venture,  trust, or other enterprise,  against
  expenses,  including amounts paid in settlement and attorneys' fees actually and
  reasonably  incurred by him in  connection  with  defense or  settlement  of the
  action or suit, if:
  
  - The liability did not result from any act or failure to act which  constituted
  a breach of that  person's  fiduciary  duties in his  capacity  as a director or
  officer,  and involved intentional  misconduct,  fraud or a knowing violation of
  law; or
  
  - The person acted in good faith and in a manner which he reasonably believed to
  be in, or not opposed to, our best interests.
  
  However,  we will be prohibited from indemnifying any person with respect to any
  action, suit, or proceeding by a court of competent jurisdiction, if he has been
  finally adjudged to be liable to us, unless, and only to
  
  the extent that, the court of competent jurisdiction determines upon application
  that the person is fairly and reasonably  entitled to indemnification in view of
  all the circumstances of the case.
  
  Our  bylaws  contain  similar   indemnification   and  limitation  of  liability
  provisions.
  
                                         3
  Item 8. Exhibits.
  
  Exhibit
  Number    Description of Document
  --------- ----------------------------------------------------------------------
  
  5.1       Opinion of Klehr, Harrison,  independent legal counsel,  regarding the
            due  authorization  and valid  issuance of the shares of common stock,
            with  consent  to use.  Incorporated  by  reference,  filed  with  S-8
            Registration Statement No 333-111582, filed December 29, 2003.
  
  10.2      2003 Stock  Incentive  Plan,  as approved by the  Stockholders  at the
            Company's  Annual Meeting of  Stockholders  on October 5, 2005.  Filed
            herewith.
  
  23.1      Consent of KPMG LLP, Independent Auditors.  Incorporated by reference,
            filed with 10K-SB Annual Report filed May 17, 2005.
  
  24.1      Power of Attorney (included on the signature page of this registration
            statement).
  
                                     SIGNATURES
  
  Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
  certifies  that it has  reasonable  grounds to believe  that it meets all of the
  requirements for filing this  Post-Effective  Amendment to Form S-8 and has duly
  caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
  undersigned,  thereunto duly authorized,  in the City of Vancouver,  Province of
  British Columbia, Canada, on this 3rd day of March, 2006.
  
  ENCORE CLEAN ENERGY, INC.
  
  By:    /s/ Daniel B. Hunter
         -------------------------------------------------------
         DANIEL B. HUNTER,
         Chief Executive Officer, Chief Financial Officer
         (Principal Executive Officer and Principal Accounting Officer)
         Director
  
         Date:  March 3, 2006
  
                                  POWER OF ATTORNEY
  
  Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
  Statement  has been  signed  below by the  following  persons in the  capacities
  listed below and on the date indicated and each of the undersigned  persons,  in
  any  capacity,  hereby  appoints  Daniel B. Hunter as  attorneys-in-fact  of the
  undersigned,  with full power of substitution and  resubstitution,  to sign this
  Registration  Statement  and any and all  amendments  (including  post-effective
  amendments  and any  registration  statements  pursuant to Rule 462(b) under the
  Securities  Act of 1933) and  supplements  and exhibits  thereto and to file the
  same,  and other  documents in connection  therewith,  with the  Securities  and
  Exchange  Commission,  and  authorizes  each of them to do and perform  each and
  every act necessary to be done in connection therewith.
  
                                         4
  By:    /s/ Daniel B. Hunter
         -------------------------------------------------------
         DANIEL B. HUNTER,
         Chief Executive Officer, Chief Financial Officer
         (Principal Executive Officer and Principal Accounting Officer)
         Director
  
         Date: March 3, 2006
  
  By:    /s/ Donald James Mackenzie
         -------------------------------------------------------
         DONALD JAMES MACKENZIE,
         President, Secretary
         Director
  
         Date: March 3, 2006
  
  By:    /s Lawrence M. Shultz
         -------------------------------------------------------
         LAWRENCE M. SHULTZ
         Director
  
         Date: March 3, 2006
  
                                         5