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
October 24, 2005
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Date of Report (Date of earliest event reported)
ENCORE CLEAN ENERGY, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-26047 65-0609891
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Suite 610, 375 Water Street
Vancouver, BC Canada V6B 5C6
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(Address of principal executive offices) (Zip Code)
(604) 215-2500 Registrant's
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telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 8 - OTHER EVENTS
ITEM 8.01 COMPLETION OF REINCORPORATION IN NEVADA
On October 21, 2005, the Certificate Of Merger Of Encore Clean Energy Inc.(a
Delaware Corporation) into Encore Clean Energy Inc.(a Nevada Corporation) was
filed with the state of Delaware, thus completing the relocation of the
Company's state of incorporation from Delaware to Nevada. We received notice
confirming this filing on October 24, 2005.
The reincorporation of the Company in Nevada was approved by the Company's
shareholders at the Company's Annual Meeting on October 5, 2005, all as
described in the Proxy Statement (as amended) for that meeting as filed with the
SEC on September 13, 2005.
Articles of Merger between the Delaware and Nevada corporations were filed in
Nevada on October 17, 2005.
The Company's state of incorporation is now Nevada and its Articles of
Incorporation and ByLaws are those presented to and approved by the Shareholders
at the annual shareholders meeting.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
NONE
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENCORE CLEAN ENERGY, INC.
Date: October 24, 2005
By: /s/ Daniel Hunter
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Daniel Hunter
Chief Executive Officer and Chief
Financial Officer