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The following is an excerpt from a 10KSB SEC Filing, filed by CLEAN ENERGY COMBUSTION ... on 4/15/2004.

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BUSINESS

Introduction

Clean Energy Combustion Systems, Inc. ("we", "our company" or "Clean Energy") is a development stage enterprise. We market three types of products, "burner units" based upon our patented high-frequency valveless "pulse combustion technology"; gasification systems using our proprietary ecoPhaser gasification technology which uses heat to convert various biomass feedstocks into "clean thermal energy"; and our proprietary mobile modular technology for liquefaction and transportation of natural gas, methane, helium, nitrogen and other gases from remote locations. Each of these technologies is fully developed and in a position to be commercially marketed.

We recently acquired our gasification technology from ecoTech Waste Management Systems (1991) Inc., a privately-held federal Canadian corporation located in British Columbia, Canada, and our cryogenic technology from Mr. C. Victor Hall, ecoTech's President and principal shareholder, on March 11, 2004 pursuant to a memorandum of understanding dated March 5, 2004. Under this agreement, we agreed to pay 7,076,300 common shares and 500,000 common shares to ecoTech and Mr. Hall, respectively, for title to their technology. The common shares were valued at $0.14 per share, or an aggregate of $990,682 for the gasification technology and $70,000 for the cryogenic technology, such amount per share representing the closing trading price for the common shares as of the date that we reached agreement-in-principal with respect to the relative values of the technologies to be acquired and our business and the structure of the transaction. The sales price was determined on an arms'-length negotiated basis. No independent valuation was sought from a business/technology appraiser or other third party due to financial constraints.

Our principal executive offices and research and development facilities are located at 7087 MacPherson Avenue, Burnaby, British Columbia, Canada, V5J 4N4, and our telephone number is (604) 435-9339.

We were formed and organized under the name Clean Energy Technologies, Inc. on March 1, 1999, and changed our corporate name to Clean Energy Combustion Systems, Inc. on May 20, 1999. We are authorized under our Certificate of Incorporation to issue common stock and preferred stock, with respect to the latter of which we have to date authorized the issuance of series 'A' convertible preferred stock, series 'B' convertible preferred stock and series 'C' convertible preferred stock (sometimes referred to in this annual report as "common shares", "preferred shares", "series 'A' preferred shares", "series 'B' preferred shares" and "series 'C' preferred shares", respectively).

Pulse Combustion Technology And Products

Overview

A burner unit is a furnace, burner or other combustion chamber which uses the combustion process to convert the chemical energy contained in various fuel sources into heat energy measured in "British Thermal Units" or "BTUs". The use of a burner unit to create heat energy is typically the first of a number of steps in which the heat energy is generated for use in a multiplicity of residential, commercial, municipal or industrial settings, ranging from simple one-step residential and light commercial applications where the heat energy is used merely to heat air or water, such as the case of space or water heaters, to complicated industrial multi-step applications where the heat energy is subsequently converted into one or more other forms of energy. An illustration of a multi-step industrial application would be electricity generation, where a public utility company first burns oil, natural gas or coal to create heat energy, then uses this form of energy to heat water in a boiler system to create steam energy, then uses this form of energy to run a turbine to create mechanical energy, and ultimately uses this form of energy to create a magnetic field to generate electrical energy. Since the heat generated by the combustion of fuel in burner units is generally "transferred" for other purposes as the end result of the first step in a process, the industry in which we compete, namely, manufacturers and sellers of products incorporating burner units, is commonly referred to as the "heat transfer" industry.

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Our "pulse combustion technology" is a high-frequency valveless pulse burner technology which can operate on a variety of carbon-based fuels, including natural gas, propane, powdered coal, as well as hydrogen, a non-carbon-based fuel. This design facilitates the manufacture of highly-compact burner units that are more energy-efficient, and emit significantly lower levels of pollutants, than conventional steady-state combustion designs. We believe that the reason for these results can be explained as follows:

º In conventional steady-state combustion, a number of chemical reactions proceed together, principally those that convert chemical energy into heat energy and result in the release of heat, and those chemical reactions that produce unwanted byproducts. It is not generally possible to have one without the other. For example, in the case of the combustion of carbon-based fuels, unwanted byproducts include carbon monoxide or "CO", oxides of nitrogen or "NOx", sulphur dioxide or "SO2", and particulates. These differing chemical reactions do not, however, start up and proceed at the same rate. Chemical reactions that release heat in the combustion process, for example, generally occur earlier and finish more quickly than those that create unwanted by-products.

º In pulse combustion, the combustion process occurs in a steady series of pressurized pulses that create an extremely hot, turbulent and explosive combustion environment within each short pulse. These kinetic conditions accelerate the rate at which chemical energy is converted into heat energy, and convert a higher proportion of the chemical energy into heat energy. The extreme turbulence also maximizes heat transfer capabilities. The resulting energy efficiencies translate into cost savings. At the same time, if the pulses occur at a fast enough rate, the chemical byproducts created through the combustion process are reduced due to the accelerated completion of the heat conversion process as well as the more complete conversion of chemical energy into heat energy, thereby leading to reduced exhaust emissions. The NOx emission levels for our current water heater prototype, for example, tests at less than 10 parts per million, which is less than one-tenth of conventional steady-state combustors. We believe based upon early testing that our pulse combustion technology will lead to similar reductions with respect to other unwanted byproducts of the combustion process, including CO and, in the case of coal and other "dirty" carbon-based fuels, SO2.

Currently, there are a limited number of pulse combustion products on the market, all of which principally target premium-priced high-efficiency water heater and boiler applications. These designs utilize a "tubular" configuration, and operate in the range of 36 to 70 cycles per second depending upon the configuration and application. Our pulse combustion designs, on the other hand, utilize either an elongated or "linear" configuration or a "cylindrical" configuration, both of which operate at up to 350 to 1,600 cycles per second depending upon the configuration and application, or 6 to 22 times the rate of conventional tubular pulse combustion, leading to increased energy efficiencies and reduced emission levels. Due to the compactness, simplicity of design and lack of moving parts inherent in our pulse combustion technology, our designs also allow burner units to be more inexpensively, easily and quickly manufactured, installed and serviced than conventional steady-state and tubular pulse combustion designs.

We have developed or are currently working on production proto-types for the following applications of our pulse combustion technology:

º a large natural gas-fueled industrial dryer for tissue paper, which will act as a lead-in product for the broader industrial pulp and paper market;

º a residential natural gas-fueled water heater, which will act as a lead-in product for the broader industrial, commercial, and residential water heater and boiler market;

º natural gas-fueled burners for natural gas and oil transportation purposes, which will act as a lead-in product for a variety of specialty petroleum industry applications;

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º a hydrogen-fueled burner to combine unwanted hydrogen with air and to then convert it into nitrogen and heat energy for natural gas and oil production and downstream processing purposes;

º natural gas-fueled burners units for a pollution control and fuel cell system;

º a diesel-based burner to be used for heavy-duty special-purpose vehicles heaters; and

º a small powdered coal-fired proto-type to be used to develop larger burners for commercial and municipal electricity generation purposes, which will act as a lead-in for larger industrial coal burning applications.

Most of the testing of our pulse combustion technology to date are fueled by natural gas, powdered coal and hydrogen, although our pulse combustion technology has the capability to use any carbon-based fuel as its energy source. We have, for example, successfully burned gasoline, diesel, propane, and a powdered coal and natural gas mix.

Natural gas is a logical fuel choice, particularly in North America, due to its relatively abundant supply and clean-burning characteristics when compared to other carbon-based fuels. The primary barrier to the greater use of natural gas has been transportation, as pipelines are generally required to convey natural gas from source to location of intended use.

Coal is also a logical fuel choice world-wide (including North America) due to its abundant supply, although there are still outstanding environmental issues relating to the burning of coal and the cost of scrubbing and other emission-control technologies required to reduce resultant pollutants, particularly SO2 or "acid rain".

There is also much interest in developing a "hydrogen economy" using hydrogen-fueled fuel cells due to their high chemical energy conversion efficiencies, the theoretical ability to procure abundant supplies of hydrogen over the next several hundred years from the chemical conversion of sea water into hydrogen and oxygen, and the elimination of pollutants associated with hydrocarbon-based fuel emissions such as CO, SO2 and particulates. The primary issue in developing a hydrogen-based economy is economically creating hydrogen through the conversion of sea water, since hydrogen does not naturally exist is large quantities. Hydrogen can also be produced through reforming methane and other forms of natural gas, however, there are also a number of environmental issues relating to this process gas, including the creation of CO. Should this economy develop, our hydrogen-fueled pulse combustion burner would offer a proven alternative to fuel cells to generate electricity which could be significantly less expensive to operate and which could also approach the efficiencies afforded by fuel cells.

We believe the demand for cleaning burning fuels will continue as clean air legislation and public environmental pressures increase, particularly in the industrial countries. The ability to efficiently burn fuel in order to conserve energy resources, while eliminating or minimizing the various pollutants resulting from the combustion process, has become worldwide economic and political issue as a result of increasing awareness and concerns over the past 25 years relative to energy conservation and the impact of pollution on our environment and health. One of the consequences of these concerns has been the imposition of ever increasing levels of regulatory restraints on emission levels and, to a lesser degree, fuel usage, particularly in the developing countries of the world. In the United States, for example, not only does the United States Environmental Protection Agency impose nationwide emission standards, but various states and their political subdivisions impose even more stringent emission standards. The most visible example of this is California, which imposes the most stringent automobile emission standards in the world, and the South Coast Air Quality Management District, a California regional governmental agency which imposes the strictest pollution control requirements in the world on a broad range of industrial, commercial or municipal emissions in the four counties comprising the Los Angeles metropolitan area.

One of the tools being developed by governments world-wide to combat climate change is the concept of emission credits or allowances, based on pollution reductions. The development of a commodity trading system, based on lowering emission levels creates an economic value associated with pollution control.

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We believe that our pulse combustion technology, in particular, has the potential to bring dramatic improvements in both efficiency and pollution control, particularly in view of the existing limitations of conventional steady-state combustion and pollution control technologies which we believe are approaching, if not at, their theoretical limits of effectiveness. We anticipate that the various advantages of our technologies will afford us the opportunity to ultimately develop and introduce a large variety of different burner units cutting across a broad number of diverse industrial, commercial, municipal and residential heat transfer markets through a variety of commercial arrangements with established heat transfer industry partners, including licensing, royalty, joint venture and manufacturing agreements.

We have no revenues to date, nor have we entered into any revenue producing contracts to date, although we are currently working on a number of proto-types under several proposal requests which could lead to development grants by manufacturers or others over the next two to six months, and contract revenues after twelve months.

How Conventional Pulse Combustion Technology Works

Conventional pulse combustion burner technology is a burner unit design comprised of two geometrically-configured adjoining channels and chambers-a combustion chamber and an exhaust channel or "tailpipe". As shown in the illustration below, most conventional pulse combustion burner units use a "tubular" configuration, similar to a bottle with an elongated neck. In operation, fuel and air are first injected from an intake channel into the combustion chamber (at the base of the bottle) where they are ignited with an ignition rod and commence burning (in the bottom portion of the bottle). The heat created by the combustion process then generates a pressure wave which travels from the combustion chamber through the tailpipe (the elongated neck of the bottle), carrying with it various gases or "effluents" resulting from the combustion process. As the effluent gases exit the tailpipe, a partial vacuum is created within the combustion chamber which, in turn, pulls a new supply of air and fuel into the combustion chamber from the intake channel. This new fuel-air mixture is then compressed by effluent returning or "pulsing back" from the tailpipe, and ignites on its own without the need of the ignition rod as a result of this pressure increase and the remaining heat within the combustion chamber, causing the entire process to repeat. Most conventional pulse combustion technology, for example, operates at anywhere from 36 to 70 cycles per second depending upon the configuration and application. It is this oscillating or "pulsating" condition-hence, "pulse" combustion-which differentiates pulse combustion from conventional "steady-state" combustion, where combustion is provided through the steady or continuous burning of a flame, such as in the case of a kettle of water being heated on a gas stove.

How Our Pulse Combustion Technology Works

The principal drawbacks of conventional pulse combustion technology has been noise and vibration and an inability to efficiently generate large quantities of BTUs through the combustion process. As discussed in greater detail below, the noise and vibration result from the operation of the conventional pulse combustion burner at relatively low frequencies of 36 to 70 cycles per second. The conventional pulse combustion burner's inability to efficiently generate large quantities of BTUs can be attributed to its geometries. Specifically, as the dimensions of the "bottle" are expanded or elongated in order to increase BTU production capacity, the heat output and heat transfer efficiency of the unit decreases, while emissions and noise and vibration levels increase.

As illustrated below, our company's initial solution to these problems was to maintain the most efficient shape of the "bottle" in terms of its "cross-section", while extending the "depth" of the bottle in a linear or straight-line direction and adding multiple fuel injectors:

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[ILLUSTRATION COMPARING "CONVENTIONAL" PULSE COMBUSTION CONFIGURATION

TO CLEAN ENERGY'S "LINEAR" PULSE COMBUSTION CONFIGURATION]

ur design eliminates the noise and vibration levels associated with conventional pulse combustion since the design of our unit allows it to operate at anywhere from 350 to 1,600 cycles per second depending upon the configuration and application. Moreover, the depth implicit in our design allows us to significantly increase the unit's overall heat output, without loss of efficiencies and increase of emissions. Set forth below is a diagram of a water or space heating system containing three combustion chambers based upon our linear configuration:

[ILLUSTRATION OF CLEAN WATER HEATER OR SPACE HEATING SYSTEM

BASED ON CLEAN ENERGY'S "LINEAR" PULSE COMBUSTION CONFIGURATION]

Note the elongated or "linear" shape of each burner chamber as indicated in the above diagram, both height- and width-wise as they progress from the wider combustion chamber into the narrower tailpipe, as well as depth-wise. The basic dimensions of each burner chamber, in terms of relative height, width and depth, resembles the shape of a "blade". For this reason our company sometimes refers to our pulse combustion technology as "pulse 'blade' combustion" or "PBC" technology, principally to differentiate our original linear blade configuration from the "tubular" pulse combustion configuration conventionally used today.

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It is important to note that so long as we maintain the basic geometries of our designs, whether in the linear or cylindrical configurations, we can obtain additional heat output where required, by making one or both of the following simple alterations to the basic design depending upon space and use considerations, which we refer to as "scaling-up" the configuration:

º extending either (1) the depth of the system (i.e., the length of the existing pulse combustion burner chambers and intervening water or air chambers), while maintaining the width and height of the burner chambers, or (2) the width or height of the burner chambers, while maintaining basic blade design geometries; or

º adding or "stacking" one or more additional pulse combustion burner chambers and intervening water or air chambers on a side-by-side basis, as illustrated above.

We can then regulate or adjust heat output by turning one or more of these adjoining modules on or off. This on-off capacity, which we refer to as "modular turn-down capability", allows our unit to operate at a number of differing pre-selected higher or lower output levels while maintaining optimum heat output and heat transfer efficiencies. Conventional systems have very low efficiencies and high emissions while operating in a lengthy startup modes or partial capacity during low demand periods of operation.

We now use several different pulse combustion designs depending upon the application required, including our initial "linear" configuration, various newer "cylindrical" variants, and a further variant for hydrogen applications. There are several beneficial aspects of our cylindrical variant, including lower manufacturing costs, innate structural integrity, and elimination of gases collecting in corners.

Competing Pulse Combustion Products

Pulse combustion technology is not a new development. It has been in the public domain since early in the twentieth century, and was used in World War II to power the infamous V-1 "buzz bombs". Until recently, however, its use for commercial heat transfer applications has been relatively limited.

Pulse combustion technology was first applied to the manufacture of boilers in the late 1950's by Lucas Rotax in its "Pulsamatic" boiler. The introduction of the technology was short-lived, though, due to lack of strong marketing and the absence of incentive to buy high-efficiency boilers when gas prices were low.

The technology was reactivated in 1979 when Hydrotherm Corporation introduced its high-efficiency residential "Hydropulse" series of residential water boilers. Lennox International, Inc., also incorporated pulse combustion technology into several of its products in 1976 through a collaborative working agreement with the American Gas Association and the Gas Research Institute, and introduced several models of an ultra-high efficiency pulse-forced-air furnace into the marketplace in 1992.

Even though the higher efficiencies afforded by pulse combustion over conventional steady-state combustion is a well known fact in the residential and commercial heating industry, pulse combustion products still have not been widely introduced, and have had limited penetration in the markets they have been introduced into. We believe the principal reasons for this limited market penetration are higher manufacturing and installation costs, which translate into higher sales prices, as well as noise considerations. Indeed, to our knowledge the only significant manufacturers and marketers of pulse combustion burner units within the United States today are:

º Hydrotherm Corporation, which markets a line of natural gas-fueled pulse water boiler systems rated at from 100,000 BTUs/hr to 300,000 BTUs/hr used principally for residential and commercial hydronic (radiant) space heating purposes. In hydronic space heating, hot water is circulated in an enclosed system through a series of interconnected pipes located within a concrete slab in a building. As the hot water circulates, the heat it emanates warms the air spaces above and below the slab.

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º Lennox International, Inc., which has marketed two natural gas-fueled forced-air pulse combustion furnaces for space heating, ranging from 50,000 BTUs/hr to 100,000 BTUs/hr output.

º Fulton Boiler Works, Inc., which markets:

º two lines of natural gas or propane fueled boilers for commercial and small business purposes, namely, a line of low pressure models rated at between 500,000 to 750,000 BTUs/hr input, and a line of high pressure models rated at between 500,000 to 700,000 BTUs/hr input; and

º a line of pulse boilers used for hydronic heating purposes and heat pump applications, rated at between 300,000 to 2,000,000 BTUs/hr input.

Each of these competitors positioned their pulse combustion products as premium-priced, "higher efficiency" alternatives to conventional steady-state combustion product lines.

All of Lennox's, Fulton's and Hydrotherm's pulse combustion products utilize conventional valved "tubular" designs. For example, in the case of the Lennox unit, the tube is approximately eight feet long and is looped or coiled vertically for space efficiency. The principal operational feature of the conventional tubular design is the low number of repetitive combustion pulses or cycles at which it operates, typically 36 to 70 cycles per second.

There are also numerous manufacturers and marketers of conventional steady-state combustion products within the United States that compete with pulse combustion products, including Cleaver Brooks, Raypack, Inc., AERCO International Inc. and Weben-Jarco, as well as Lennox, Fulton and Hydrotherm.

Competitive Advantages Of Our Pulse Combustion Technology

Summary Of Competitive Advantages Over Conventional Steady-State Combustion And Conventional Tubular Pulse Combustion Technologies

As discussed below in greater specificity, our pulse combustion technology affords the following principal competitive advantages over conventional steady-state combustion and conventional tubular pulse combustion technologies when burning carbon-based fuels:

º Our pulse combustion technology is highly efficiently, both in terms of ordinary operations as well as "on-off" efficiency. For example, our pulse combustion technology operates at over 95% heat transfer efficiency levels, as compared to the 75% to 85% levels attributable to traditional steady state combustion with comparable surface heating area. Our overall efficiency level is further enhanced by our rapid warm-up or ramp-up time, as compared to large conventional boiler systems that take some time to get up to temperature from cold start or turn down point. As a consequence, our pulse combustion typically displays three to five times the heat transfer rates of conventional steady-state combustion technologies, and up to three times the heat transfer rate of conventional tubular pulse combustion designs.

º Our pulse combustion technology enables very fast warm-up or ramp-up time to optimum efficiencies as compared to large conventional boiler systems that take some time to get up to temperature from cold start or turn down point.

º Our pulse combustion technology enables burner units to emit:

º significantly lower emissions than conventional steady-state combustion technology, and

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º significantly lower NOx emission levels than conventional tubular pulse combustion technologies, and comparable or slightly lower emission levels than those technologies with respect to emissions other than NOx, such as CO and, in the case of "dirty" fuels such as coal or "heavy" oil, sulphur dioxide and particulates.

º Our pulse combustion technology allows unlimited size or output variations with our pulse blade design, while conventional "tubular" pulse burners which have limited scalability and thus are very restricted with respect to size and output.

º Our pulse combustion technology results in significantly smaller and lighter burner units and systems than allowed by both steady-state combustion and conventional tubular pulse combustion technologies due to our compact and simple designs, and the elimination of the need for an external primary heat exchanger. This advantage is compounded in multi-burner scale-up configurations. Moreover, our burner units are so much more compact in size that rather than performing complete boiler system replacements that it can actually be installed into the existing boiler unit thereby saving considerable capital cost. As a consequence, our technology can facilitate a burner unit retrofit at a fraction of the cost of a complete commercial or industrial boiler replacement.

º Our pulse combustion technology allows burner units to be designed for operation at optimum energy conversion efficiencies and low emission levels at differing pre-selected output levels due to our integrated modular design and resultant modular turn-down capability. While conventional steady-state combustion and tubular pulse combustion units can also operate on a similar modular basis, they can only do so when aligned in a bank of separate burner systems, while our design allows us to incorporate numerous combustion chambers within a single combustion system. This advantage allows us to compound the size and weight advantage which the compact size of our pulse burner technology already affords us on a unit-versus-unit comparison basis.

º Our pulse combustion technology allows burner units to be manufactured and installed at significantly lower costs than steady-state combustion and conventional tubular pulse combustion technologies due to our simplicity of design, compact size and lack of moving parts.

Better Combustion System Efficiencies

º Background: Among the principal considerations is evaluating a burner unit are its "energy conversion efficiencies", which simply refers to its overall ability to convert the maximum amount of chemical energy contained in the fuel into heat energy through the combustion process, and to then apply or transfer this heat for the intended purpose. The ultimate economic measure of energy conversion efficiencies is fuel savings. Essentially, a burner unit which has greater energy conversion efficiencies will use a lesser amount of fuel to generate and transfer a required level of heat than a less efficient combustion unit. The energy conversion efficiencies of a burner unit can be generally broken down into the following constituent elements:

º Heat Output Efficiency: As discussed earlier, a burner unit uses the combustion process to convert the chemical energy contained in various fuel sources into heat energy measured in BTUs. The term "heat output efficiency" simply refers to the ability of the combustion process to effectively convert the maximum amount of chemical energy contained in the selected fuel into heat energy. For example, ten cubic feet of natural gas could potentially produce about 10,000 BTUs of heat energy assuming its entire chemical energy was converted into heat energy through the combustion process (although, as a practical matter, perfect heat output efficiency never occurs due to a number of variables). To the extent chemical energy is not converted into heat energy, it is discharged as part of the exhaust stream in the form of various post-burn chemical gases including CO, NOx and SO2-resulting in unextracted or "wasted" heat energy potential.

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º Heat Transfer Efficiency: As previously discussed, one commercial application of a burner unit is to act as a "heat transfer" device to heat water or air. The term "heat transfer efficiency" simply refers to the ability of the heat transfer surfaces of the combustion unit to effectively "transfer" the maximum amount of heat energy generated by the combustion process to heat water or air, instead of allowing any of this heat energy to be discharged as part of the exhaust stream-resulting in unapplied or "wasted" heat energy.

º Start-Up Efficiencies: All combustion units, including both conventional steady-state and pulse combustion units, require a period of time to "warm-up" before they attain optimum combustion temperatures. The warm-up time can vary between 30 seconds or two hours depending upon the mass of water, steel and cast iron used to construct the unit. Generally speaking, the bigger the combustion unit in terms of BTU output capacity, the longer the warm-up period.

º Energy Conversion Efficiency Advantages of Pulse Combustion Over Conventional Steady-State Combustion: Energy conversion efficiencies associated with pulse combustion are significantly higher than those of conventional steady-state combustion for the following reasons:

º Heat Output Efficiencies: Pulse combustion results in significantly higher heat output efficiencies than conventional steady-state combustion, since the more turbulent combustion environment and internal combustion pressures resulting from the repetitive pulse combustion cycles promote more thorough combustion. Consequently, a greater proportion of chemical energy per unit of fuel is converted into heat energy instead of being wasted or discharged as part of the exhaust stream.

º Heat Transfer Efficiencies: In conventional steady-state combustion, a zone of air called a "boundary layer" is created adjacent to the interior surfaces of the combustion unit, including those being used for heat transfer purposes. This layer acts as a barrier which essentially channels the heat energy generated by the combustion process away from the exterior surface areas and down the middle of the exhaust pathway, allowing a significant portion of the heat energy created to be wasted without application for heating purposes. This boundary layer affect is greatly reduced in pulse combustion, however, since the more turbulent combustion environment and internal combustion pressures resulting from the repetitive pulse combustion cycles forces a greater proportion of the heat energy to circulate against the heat transfer surfaces, resulting in less wasted heat energy than conventional steady-state combustion. As a consequence, burner units using pulse combustion will have a higher heat transfer efficiencies than conventional steady-state units when comparing burner units with equal heat surface areas. The only way to increase the relative heat transfer efficiency of the conventional steady-state burner would be to significantly increase its heat transfer surfaces at additional manufacturing costs For example, most conventional steady-state combustion units have a heat transfer efficiency rating in the 70% to 85% range, meaning that a corresponding percentage of the heat created is actually transferred to the targeted medium. By way of comparison, most conventional "tubular" pulse combustion units on the market today have a heat transfer efficiency rating in the range of 90% to 96%.

º Start-Up Efficiencies: As the result of its repetitive on-off cycling, pulse combustion can attain optimal combustion temperatures much more quickly than conventional steady-state combustion, which translates into both fuel savings and less operational downtime while the burner unit warms-up.

º Energy Conversion Efficiency Advantages of Our Pulse Combustion Technology Over Conventional "Tubular" Pulse Combustion: The various energy conversion efficiencies afforded by pulse combustion result from the more turbulent combustion environment and internal combustion pressures resulting from the repetitive pulse combustion cycles. Our pulse combustion design, as a consequence, can deliver greater energy conversion efficiencies than conventional tubular pulse combustion designs as a result of the greater number of burning cycles at which our design operates. Conventional tubular pulse combustion units, for instance, generally operate at only 36 to 70 cycles per second. Our pulse combustion technology, on the other hand, operates at anywhere from 350 to 1,600 cycles per second depending upon the configuration and application, or 6 to 22 times the rate of conventional tubular pulse combustion, leading to better heat output, heat transfer and start-up efficiencies.

Test evaluations by an independent engineering firm, for example, showed overall energy efficiency rates for our pulse combustion water heater in the order of 94%. An alternative method to calculate heat output efficiency is to evaluate emission levels, since lower emissions means more fuel is being converted into energy. As discussed in greater detail below, more recent emissions tests on our burners conducted through independent testing agencies show exhaust readings of less than 10 parts per million for both NOx and CO, meaning that almost all of the heat energy of the fuel was liberated in the combustion process.

Lower Emissions

º Background: There has been increased worldwide awareness and concern over the past 25 years over the effect of atmospheric pollutants from the combustion of carbon-based fuels on the environment and people's health, leading to ever-increasing levels of regulatory emissions constraints, particularly in the developed countries of the world. In order to address these concerns and satisfy current and anticipated regulatory requirements, prospective purchasers are now demanding burner units which emit significantly lower levels of post-burn chemical gases, including NOx, CO SO2 (in the case of coal and other dirty fuels) and other residual gases such as unburned hydrocarbons, while maintaining the energy conversion efficiencies necessary to minimize fuel costs.

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In designing and operating burner units with an eye toward reducing emissions, manufacturers and operators must consider two inter-related variables, the "completeness" of the burning process as evidenced by its heat output efficiency, and the amount of so-called "excess air" required to maintain stable combustion based upon the fuel to be burned. Specifically:

º There is an inverse relationship between heat output efficiency and emission levels. As previously discussed, heat output efficiencies are a function of the completeness of the burning process. The more complete the process, the greater amount of the chemical components of the fuel will be converted into heat energy, and the less amount of unconverted fuel, in the form of various post-burn chemical gases, will be emitted as part of the exhaust stream.

º The amount of pollutants is also a function of the level of "excess air" used in the combustion process, as measured as a percentage of oxygen contained in the exhaust stream. Simply put, the combustion process requires, at a minimum, two quantities of oxygen-the first quantity of oxygen representing that amount necessary to bond and chemically react with the fuel as part of the combustion process in order to convert its chemical energy into heat energy, and the second quantity of oxygen representing an additional amount necessary to maintain a "stable" combustion environment. If there are insufficient quantities of this latter amount of additional oxygen in the combustion environment, referred to as "excess air", then the combustion process will sputter or be "unstable", resulting in reduced combustion system efficiencies. By way of example, natural gas-fueled water heaters typically operate with excess air rates of 30% to 40%, which constitutes approximately 30% to 40% of additional oxygen over that required to burn the natural gas and convert it into heat energy and 30% to 40% more heated nitrogen out of the vent stack.

From an emission control standpoint, the greater amount of excess air the better. Specifically, the excess air promotes the re-burning of the various post-burn chemical gases from the primary combustion process, and consequentially lowers emissions. Excess air is not beneficial, however, from a heat transfer efficiency standpoint, since the excess air captures or "steals" the heat generated by the primary combustion process, which makes it unavailable for the intended heat transfer purposes. The more excess air-the greater the loss in heat transfer efficiency. As a consequence of this dynamic, operators of burner units are faced with the following "no-win" choice: if their primary requirement is pollution control-they must operate their burner unit at "richer" oxygen levels and bear the attendant greater fuel costs due to the resulting loss of heat transfer efficiency; and if their primary requirement is lower fuel costs-they must operate their burner unit at increased emission levels.

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º Emission Control Advantages of Pulse Combustion Over Conventional Steady-State Combustion: As previously discussed, if the pulses occur at a fast enough rate, the chemical byproducts created through the kinetic combustion process are reduced due to the accelerated completion of the heat conversion process as well as the more complete conversion of chemical energy into heat energy, thereby leading to reduced exhaust emissions. The NOx emission levels for our current water heater prototype, for example, test at less than 10 parts per million, which is less than one-tenth of conventional steady-state combustors. We believe based upon early testing that our pulse combustion technology will lead to similar reductions with respect to other unwanted byproducts of the combustion process, such as CO and other hydrocarbons, and we are conducting characterization tests to confirm these early observations. Of equal importance, pulse combustion can maintain stable combustion at significantly lower excess air rates than conventional steady-state combustion as a result of its combustion dynamics. As a result, higher heat transfer efficiencies can be maintained with pulse combustion as compared to conventional steady-state combustion, resulting in improved fuel savings, while at the same time lowering emission levels.

º Emission Control Advantages of Our Pulse Combustion Technology Over The Conventional "Tubular" Pulse Combustion: The ability of the pulse combustion unit to completely burn fuel results from the more turbulent combustion environment and internal combustion pressures resulting from the repetitive pulse combustion cycles. Our pulse combustion design, as a consequence, has demonstrated significantly reduced NOx emissions than conventional tubular pulse combustion designs, and also shows reduced amounts of CO as a result of the turbulent environment's effective mixing of the hydrocarbons in the fuel and oxygen in the air. As previously noted, pulse burner units using the conventional tubular pulse combustion configuration typically operate at 36 to 70 cycles per second. Our pulse combustion technology, on the other hand, operates at anywhere from 350 to 1,600 cycles per second depending upon the configuration and application, which translates into significantly lower emissions.

The ability of our pulse combustion technology to reduce NOx emissions has been is illustrated by the following independent test results, including tests performed by the Alberta Research Council, Inc. in November 2002, and prior to that with the Canada Centre for Mineral and Energy Technology, or "CANMET", the American Gas Association Laboratories, and the Center for Emissions Research, and Certification, Inc., an independent testing agency under the auspices of the Southern California Air Quality Management District. These tests have all demonstrated NOx levels for natural gas-fueled, natural gas and powdered coal-fueled, and, most recently, hydrogen-fueled burners, of consistently less than 10 ppm or 10 Ng/Joule, and as low as 2 ppm or 2 Ng/Joule for some fuel and air mixtures.

We believe that our pulse combustion technology is so effective in reducing the emissions of post-burn chemical gases that it can be utilized as a relatively inexpensive pollution control device, not only for NOx, but also for CO and other hydrocarbons and, in the case of coal, SO2. In these cases our burner units would be installed as secondary combustors to re-burn the emissions-laden exhaust from a commercial or industrial process, while at the same time generating heat energy which can be used for various heat transfer applications, such as electricity co-generation, consequentially reducing operating costs. The cost to manufacture, install and operate our burner units for these applications should be significantly cheaper than current scrubber applications, which reduce NOx emissions but do not make use of the waste fuel energy and which, themselves, become a waste product.

Compact Size

Our pulse combustion burner units are significantly smaller than conventional steady-state and tubular pulse combustion units of equivalent output due to the following considerations:

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º Our burner units require a smaller combustion chamber to generate equivalent heat output and heat transfer capabilities than conventional steady-state and tubular pulse combustion units due to the geometric configuration of our design as well as the higher number of pulse cycles at which our unit operates.

º Conventional steady-state and tubular pulse combustion units require separate, large external heat exchangers to transfer heat energy, regardless of application, while the walls of our burner design act as primary heat exchange surfaces. This dramatically decreases the size requirement for secondary heat exchange, which is one of the largest cost elements of conventional designs.

This size advantage is extremely important where limited floor or room space considerations apply. For instance, the core of a 150,000 BTU/hr low pressure boiler system utilizing our pulse combustion configuration is approximately the size of a briefcase, and weighs approximately 50 pounds, exclusive of the jacketing, muffler and a secondary heat exchanger connected to the tailpipe. By way of comparison, a low pressure boiler system utilizing a conventional pulse combustion tubular design contains a combustion chamber, tailpipes and decoupler combination which is approximately one foot in diameter and three feet in height, and weighs in excess of 200 pounds. The size of conventional steady-state combustion units, in turn, which consist of a burner and an external heat exchanger, equal or exceed that of conventional tubular combustion units of comparable output.

Integrated Modular Design

As previously discussed, one of the principal advantages of our pulse design is that it lends itself readily to the joining together on a side by side basis of separate but integrated operating "modules", each module containing one or more combustion units that work in concert. This modular design affords the following advantages over both conventional steady-state combustion and tubular pulse combustion designs:

º Modular Turn-down Capability: All conventional and pulse burners operate at optimum energy conversion efficiencies and emission levels based upon their design, measured in terms of BTU output. A 100,000 BTU/hour conventional steady-state furnace, for example, is designed to operate most efficiently at a level of fuel-mixture, which would generate 100,000 BTUs of heat energy per hour after taking into consideration the inefficiencies inherent in that particular design. If the unit is operated at levels above or below the rated optimum output in order to regulate or adjust heat output by either increasing or decreasing the amount of incoming air and fuel, then the heat output and heat transfer efficiencies will vary and emission levels could increase.

As discussed earlier, one of the principal advantages of our pulse combustion designs over both conventional steady-state combustion and tubular pulse combustion designs is that our burner units can be designed to incorporate numerous combustion chambers aligned on a side-by-side basis within a single combustion unit. These combustion chambers can then be engineered to operate together in separate "modules" consisting of one or more combustion chambers. This modular configuration is important since it allows us to regulate or adjust heat output while maintaining maximum heat transfer efficiencies and lower emissions levels, which we refer to as "modular turn-down capability", by simply turning one or more modules contained in a combustion unit on or off. Moreover, the combustion units' overall output ability may be increased simply by attaching a new module to the system.

While conventional steady-state combustion and tubular pulse combustion units can also operate on a similar modular basis, they can only do so when aligned in a bank of separate burner systems, while our designs allow us to incorporate numerous combustion chambers within a single combustion system. This advantage allows us to compound the size advantage which the compact size of our pulse burner technology already affords us on a unit versus unit comparison basis.

º Reduced Downtime For Maintenance and Repair: The modular design of our pulse combustion technology also allows for easy assembly and disassembly, enabling the operator to repair or replace sections of the burner unit in most configurations. This feature is particularly important in commercial and industrial applications such as hospitals and schools, where the significant costs incurred in repairs and routine maintenance of the heating system and, in some cases, the cost of backup units, are virtually eliminated.

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No Moving Parts

Conventional tubular pulse designs employ mechanical flapper valves on the air and natural gas intakes. A mechanical valve, i.e., one that mechanically opens and closes, is limited in speed of operation by the flexibility and durability of the valve material. Moreover, the maximum speed of operation of a valve operated mechanically is limited to approximately 150 cycles per second. Our pulse combustion design, on the other hand, is aerodynamically valved and has no moving parts. As such, our design affords increased operating reliability and reduced manufacturing, maintenance and repair costs, principally because there are no valves to wear out and the design hardware is simpler and less costly to produce.

Ability to Operate on a Wide Range of Fuels

Our pulse combustion burner unit has the capability to use any carbon-based fuel as its energy source. Although most of our testing to date has been done with natural gas and powdered coal, we have also successfully burned gasoline, diesel, propane, and a powdered coal and natural gas mix.

High Stability Of Operation At Extremely Low Excess Air Levels

Excess air is defined as the amount of air that is in excess of that needed for the total combustion of a given amount of fuel. Stable operation at "zero" and "sub zero" excess air is important because it affords our pulse combustion technology access to application conditions that cause instability in conventional combustion devices. These applications, such as horizontal down-hole petroleum drilling, methane reforming for the production of hydrogen and industrial catalytic regeneration, require an inert, oxygen free (stoichiometric) or fuel rich (sub-stoichiometric) exhaust stream for their process requirements. Our technology is extremely stable at these conditions.

Reduced Operating Noise

One of the principal drawbacks of conventional tubular pulse combustion is the cost and effort required to dampen its operating noise to levels commensurate with conventional steady-state combustion units in situations where noise reduction is important, such as commercial and residential applications. As previously discussed, conventional tubular pulse combustion units operate at approximately 36 to 70 cycles per second due to their configuration. The oscillating pressure waves from these cycles create a corresponding low frequency standing sound wave, resulting in a very loud, continuous and deep level of operating noise. Due to the relatively long length of this sound wavelength, technically complicated and expensive dampening technology is required in order to mute the operating noise to levels commensurate with conventional steady-state combustion.

The noise generated by our pulse combustion technology, on the other hand, operates at between 350 and 1,600 cycles per second depending upon the configuration, and can be "tuned" to create a standing sound wave in that frequency range. Although this continuous sound wave is equally loud, albeit at a higher pitch, than that associated with conventional tubular pulse combustion, it nevertheless lends itself to relatively simple and inexpensive dampening technologies due to the short longitudinal length of its wavelength, which affords it significant competitive advantages over conventional tubular pulse combustion technology.

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Lower Manufacturing and Installation Costs

Due to the simplicity and compact size of our design, including the lack of moving parts and a reduction in or elimination of the amount of materials needed for heat exchange, including refractory bricks, finned copper tubing and cast iron headers, we believe that we can design, manufacture and install a pulse combustion boiler system with comparable output at a significantly lower cost, and a significantly shorter design-through-installation period.

Competitive Disadvantages Of Our Pulse Combustion Technology

The principal competitive disadvantage of our pulse combustion technology is that our design is new and unique, and no products based upon our pulse combustion technologies and configurations have been commercially produced or sold to date, either by our company or by any of our competitors. Moreover, while the higher efficiencies afforded by pulse combustion are well known in the residential and commercial heating industry, we believe that conventional pulse combustion products have not been widely accepted in this market segment due to their higher product cost, noise and vibration, limitation in BTU generation capacity, and technical performance issues relating to their tubular design. In order to establish market acceptance, we will need to both satisfactorily educate prospective purchasers of our products, including burner manufacturers and retailers, relating to the benefits of our technology over both conventional pulse and steady state combustion technologies. We will also have to develop internal and external manufacturing, sales, marketing and distribution capabilities. For a more comprehensive description of these issues, see that section of this annual report captioned "Uncertainties And Risk Factors-Uncertainties And Risks Generally relating To Our Company And Our Business".

Markets For Burner Units

Burner units are used worldwide for numerous commercial, municipal, industrial, residential and specialty heat transfer applications. The following list of heat transfer markets applications is instructive:

º Water Heater and Boiler Market: In these applications heat generated by a burner unit is used to either heat water in an unpressurized water heating system, or to heat water to create steam or pressurized hot water in a pressurized boiler system. Hot water is required in a variety of residential, commercial, municipal and industrial uses, including homes, apartment buildings, schools, hospitals, hotels, office buildings, restaurants, stores, laundries, car washes, warehouses, industrial plants, boats/ships and recreational vehicles. Steam or pressurized hot water is used for many commercial, municipal or industrial applications, including both direct applications such as steam cleaning and indirect applications where steam is used to run a turbine in order to generate electricity. As discussed in greater detail below in that section of this annual report relating to our pending projects, we are currently working on this type of project to retrofit boiler systems for public buildings, and are also working on water heater applications.

º Space Heating Market: In this application heat generated by a burner unit called a furnace is used to heat airspace in a variety of residential, commercial, municipal and industrial settings, including those mentioned above in the discussion relating to water heaters. As discussed in greater detail below in that section of this annual report relating to our pending projects, we are currently working on this type of project for heavy-duty special-purpose vehicles.

º Industrial Drying Market: In this application heat generated by a burner unit is used in industrial processes to dry materials or break them into small pieces, known as "atomization". Industries which employ industrial burners include the food processing, plastic, polymer, rubber, chemical, mineral, pulp and paper, and pharmaceutical industries. As discussed in greater detail below in that section of this annual report relating to our pending projects, we are currently working on a tissue dryer for a pulp and paper manufacturer.

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º "One-Of-A-Kind" Industrial Project Market: In this application a burner unit is used for industrial applications best described as "one-of-a-kind" which often require custom engineering or fabrication, such as retrofitting of power generation plants, new power plants, and large co-generation installations.

º Stoichiometric And Sub-Stoichiometric Markets : There are a number of industrial processes or operations such as horizontal down-hole petroleum drilling, methane reforming for the production of hydrogen and industrial catalytic regeneration, that require an inert, oxygen free (stoichiometric) or fuel rich (sub-stoichiometric) exhaust stream for their process requirements. Our technology is extremely stable at these conditions. As discussed in greater detail below in that section of this annual report relating to our pending projects, we have developed production proto-types for several types of these applications.

º Specialty Application Markets: There are literally hundreds if not thousands of specialty applications which utilize burner technologies. By way of example, burners are used for a variety of purposes in the petroleum industry, such as heating glycol and heavy oil for natural gas and oil transportation purposes. As discussed in greater detail below in that section of this annual report relating to our pending projects, we are currently working on several of these specialty applications.

º Pollution Control Equipment Market: In this application a burner unit is used as a secondary pollution control device to "reburn" industrial flue gases generated by a primary industrial or commercial processes in order to remove the pollutants contained in these gases. Typical industrial and commercial settings which require the use of pollution control equipment are manufacturing facilities, power plants, chemical plants, refineries and paper mills.

Development Milestones

Over the past year we have achieved the following milestones which will contribute toward commercializing our combustion technology:

º In early 2003 we conducted a series of characterization studies to measure the performance of our burners through a range of outputs and configurations, and to determine optimum burner dimensions to facilitate stability, performance, and ultra-low (single digit) NOx emission levels. As a consequence of these studies, we are now able to quickly determine what burner configuration is appropriate for an intended application, and quickly respond to proposal requests. Prior to this, we characterized and developed a burner on an ad hoc basis in response to each proposal request.

º The characterization studies also generated valuable data enabling us to verify and defend our basic patents, and to better understand the operating principles of our technology to facilitate further product advancements.

º We have increased the output of a single combustion chamber in our burner design from an initial high of 200,000 BTU/hr with a 2.5 to 1 turndown ratio to a high of 830,000 BTU/hr with an 11 to 1 turndown ratio, meaning that a single unit can now operate at anywhere from approximately 75,000 BTU/hr to 830,000 BTU/hr. This opens the door to additional applications requiring greater heat release from a single burner, such as driving a small steam turbine, and lessens the number of multiple burners required to attain a specified BTU output level. Similarly, since a lesser number of burners will be required for any particular application, associated manufacturing, operating and maintenance costs will be reduced.

º We have incorporated an innovative design into our burner which enables it to produce ultra-low NOx levels at higher BTU levels (830,000 BTU/hr to date) in a single combustion chamber as compared to 50,000 BTU/hr in previous versions; and are in the process of applying for patent protection. This advance is significant because burners tend to generate higher NOx levels with higher BTU input levels due to greater heat release.

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º We have modified our burner to operate with only the gas supply pressure, rather than with a mixture of gas and compressed air. This is an important advancement for potential end users for reasons of both cost and simplicity. Typical uses would be water heaters which traditionally operate without added air, and remote onsite commercial heaters where added combustion air is either unavailable or too costly to produce.

º We are in the process of further modifying the burner to operate with low or no backpressure and a moderate to high gas supply pressure. Typical uses would be industrial flare burners or those used in industrial furnaces.

º We are taking addition steps to further reduce the size and to further simplify our technology. The 830,000 BTU/hr natural-gas pressured unit mentioned above has now been reduced to a cylindrical configuration which is approximately 6 inches in diameter, and 6.5 inches in length. We know of no other burner technology of comparable output which approaches this small size. This is significant because it allows very high output by the banking of several small burners in a single, compact array.

º Finally, we have made major steps in designing commercial prototypes of our units for commercial applications. For example, we have successfully designed, fabricated and tested a cylindrical burner which can be fabricated easily at a low cost, and which uses proper high-temperature materials. This model has been duplicated several times with the same good combustion and stability results. It is now being tested for a dryer application, where there is some backpressure and where the high intensity acoustics will be beneficial to the drying process.

Gasification Technology And Products

Overview

Our ecoTech Phaser gasification technology is a system which uses heat to convert various biomass feedstocks into "clean thermal energy". This energy can be used in various heat utilization applications, including the onsite generation of electricity. The system can be alternatively fired by hydrocarbon fuels, including solid fuel sources such as lignite and sub-bituminous and bituminous coals, peat and leonardite, as well as a wide variety of waste materials, such as pulp and wood wastes, processed agricultural residues and waste such as sugar cane bagasse, and animal wastes such as hog and chicken dung, meat & bone meal wastes, tallow, and certain bio-wastes such as yellow grease and black sewage grease. The ability to burn both carbon-based fuels and waste matter cleanly and efficiently allows the system to be used in a variety of different environmental and economic settings. For instance, the system can be used to gasify coal where power generation is the principal purpose. Alternatively, in cases where the environmentally friendly disposal of industrial, agricultural or animal waste matter is the principal function, the systems burns the waste with minimal emissions and co-generates thermal energy for secondary applications.

The ecoTech Phaser system is a solid-to-gas phase thermal conversion reactor, coupled to an advanced, induced swirl venturi, gas burner. It is extremely simple, reliable and highly efficient. In the primary combustion chamber, the biomass is fired in an oxygen-deprived environment at a temperature of approximately 1250 degrees fahrenheit [680 degrees centigrade], where it releases combustion gases such as carbon monoxide, hydrogen, methane and other complex hydrocarbons. These gases are then mixed with oxygen rich air in the secondary venture cyclone to produce an inflammable gas mixture, and carried to the output nozzle of the secondary combustion chamber, where they are

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ignited. A blue flame results, similar to that generated by natural gas. The temperature at the tip of this flame is approximately 2500-3000 degrees fahrenheit [1350-1650 degrees centigrade], which, when the device is coupled to a ceramic lined and cored large volume firebox (tertiary combustion chamber, usually at the base of a boiler or other heat transfer system), ensures complete burnout of particulate matter, splits steam into hydrogen and oxygen and cracks all the hydrocarbons and other gases. The gasification system ranges in output capacity from 6,000,000 BTUs per hour (for farm or small commercial installations) to 52,000,000 BTUs per hour, used singly or in array to provide heat for major boiler or waste destruction purposes. Given this high capacity, and the modular concept of Phaser installation, the system can operate as part of a regional power production facility of small to medium scale.

The principal engineering issue with the gasification technology to date has been an extraordinarily long 10 to 20 foot combustion flame produced at the secondary combustion chamber nozzle. Due to the long length of this flame, it was very problematic to mate the system downstream with heat converters, such as boilers or turbines, which use the heat generated to create steam or electricity. Clean Energy's pulse combustion burner is able to eliminate the long flame while producing the same amount of heat, yet with better controlability, thereby facilitating the marriage of the system to the heat converters. Clean Energy was informed by ecoTech Waste Management, from whom it recently acquired the rights to the gasification systems, that our pulse combustion technology was the only combustion technology they could identify that provided a solution. In addition, our pulse combustion burner substantially reduces NOx emissions to levels of less than 10 ppm, providing the gasification system with an additional valuable competitive advantage.

Markets For Gasification Products

There are two broad-based world-wide markets for our ecoPhaser gasification systems. The first market consists of commercial, municipal, and industrial users that desire to use the system primarily to cleanly incinerate waste materials while incidentially generating thermal electricity as part of the process. Wastes which our system can efficiently incinerate include municipal wastes; pulp and wood wastes; processed agricultural residues and waste such as sugar cane bagasse and animal wastes such as hog and chicken dung, meat & bone meal wastes, tallow, and certain bio-wastes such as yellow grease and black sewage grease. The second market consists of commercial, municipal and industrial users that desire to cleanly burn solid fuel sources such as lignite and sub-bituminous and bituminous coals, peat and leonardite, for the principal purpose of generating thermal electricity.

Competing Gasification Products

There are a variety of gasification systems on the market. Most systems are custom designed and fabricated by specialized engineering firms.

Cryogenic Gas Liquification Technology And Products

Overview

Our cryogenic technology is a proprietary mobile modular technology for the liquefaction and transportation of natural gas, methane, helium, nitrogen and other gases from remote locations. The technology is comprised of a mobile unit which liquefies the gas, and unique triple-shell composite tanks with the ability to maintain liquid gas temperatures for long periods which are used to transport the gas for up to 2,000 miles while storing the gas in liquefied form. Clean Energy intends to develop and commercialize this technology as a separate business unit owned by the company.

Markets

There are several principal markets for our cryogenic gas liquification technologies. The principal market will be to service natural gas wells located in remote locations that are not currently connected to a main-line gas gathering system due to the high cost of installation. The cost of energy required to obtain and liquefy the gas using our technology is approximately 35% of market value. Since the wells we will service are shut-in (non-producing) due to their lack of connection to a gas gathering system, the use of our technology will allow for income where none was available previously. Other markets include the coal-bed methane, helium and helium-oxygen mixtures used for offshore diving, and liquid nitrogen.

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Competing Liquification Products

While there are a number of large stationary land or ship-based cryogenic gas liquification technologies on the markets, there are to our knowledge no mobile versions.

Marketing Strategy

Our technologies have completed their research and development stage, and the next step in exploiting them will be to introduce them to the various markets in order to build market penetration and share and product knowledge and acceptance. Given the broad range of potential applications and markets for our technologies, we anticipate that we will introduce our technologies to these potential markets through a number of different strategies and approaches, including the following types of arrangements royalty arrangement, licensing agreements, engineered projects, joint-ventures, and product manufacturing arrangements.

In the case of all of our technologies, we will seek royalty arrangements with equipment manufacturers which will permit them to incorporate the use of specific designs in their products, in return for the payment of royalties based upon units sold, an initial up-front fee, or a combination of these. These agreements will be targeted toward volume producers that will use our technologies as an integral component of their functional product, such as water heaters in the case of our burner technologies. This is a domain requiring large capital expenditures which will not be recovered for several years, since the end products may be several years away from mass production.

In the case of all of our technologies, we will seek licensing agreements with equipment manufacturers that allow a broader scope in application of our technologies than in royalty agreements. The end products of these arrangements will likely be commercial systems, such as, in the case of our burner technologies, large boilers and air conditioning equipment for apartment complexes, shopping centers, and schools and hospitals. License agreements may be consummated by payment of an initial fee, and an annual maintenance payment.

In the case of our burner and gasification technologies, we will seek contracts for site specific, one-of-a-kind projects of a large scale, such as thermal power-plants, co-generation and various food and biomass processing applications. We believe these will be particularly lucrative projects insofar as they will utilize our technology at high-end outputs where the advantages of modular scale up are most fully realized.

In the case of our burner and gasification technologies, we will seek joint venture arrangements for various industrial projects that lend themselves to those technologies in which we will act as prime contractor, subcontractor or joint venture partner. Joint venture opportunities of greatest interest to us are in the area of spin-off company formation for development and sale of products with specific end use applications.

We would consider a product manufacturing arrangement in situations where it may be advantageous for us to manufacture, or have subcontractors manufacture, specific products or components for end users.

Pending Projects

Burner Technologies

Our natural gas- and hydrogen-fueled burner designs have completed their primary development stage and are now in a position to be introduced to the market. We are currently working on a variety of projects using these and other fuel sources. Described below are some of the projects which we are currently or have recently worked on which could lead to the initial introduction of burner units using our technologies:

º We are currently in discussion with the research and development department of a major water heater manufacturer, with markets both in North America and Europe, who has expressed an interest in incorporating our technology into a number of their products in order to reduce their NOx levels and position their company to take advantage of the evolving post-Kyoto treaty emission credit market and available government grants. We believe that the simplicity and small size of our burner coupled with its operational efficiencies and ultra-low NOx emission levels make it an ideal burner to advance the company's product lines. Following a lengthy confidentiality agreement process and review of our materials, we are currently conducting an in-depth review of their product specifications to assist us in identifying the best applications of our technology for their product lines.

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º We are designing a drying system for an Oregon company that is engaged in the business of de-watering industrial and municipal waste. They are drying the waste material by means of a combustion-less chemical adsorption process and are in need of an efficient heat-source dryer for regeneration of the adsorption material. We are confident that our current burner design, developed through the characterization study recently completed, will provide the appropriate system requirements and will greatly enhance the de-watering of the adsorption material through application of our high frequency acoustic profile. A prototype is now being designed.

º We are now revisiting applications in the Alberta Oil Patch, previously begun, but set aside pending availability of characterization study data. There are a number of burners employed in that industry for a wide variety of uses, most of which employ older, polluting technologies. As environmental restrictions become tighter, we envisage industry players turning to more advanced technologies in order to achieve compliance. We already have contacts in that industry and will be pursuing projects with them as design work progresses.

º We have received a recent communication from the manufacturer of paper drying equipment with whom we have been working over the past three years. You may remember that this project, to apply a high frequency pulse combustor to their tissue drying process, had completed two successful phases of a planned three-phase project with financial support from the National Research Council. Indeed, we found that our pulse combustion technology enhanced the drying process as a result of the pressure waves generated by our combustor. Phase 3 requires financial and technical input from the industry partner leading to the development of a commercial unit. They have informed us that, while they definitely have a continuing interest in the project, they have experienced a serious market downturn in their own business and have had to curtail R&D activities for the time being. They have asked that we maintain contact in the meantime.

º In anticipation of market trends, we have begun an assessment of the status of hydrogen combustion. There is a quickly growing interest in the use of hydrogen as a combustible fuel during the interim period before the widespread availability of fuel cells and a pervasive hydrogen delivery infrastructure. Because of the low NOx characteristics of our technology, the potential for a good match with the clean fuel aspects of combusted hydrogen is very high. We have begun preliminary prototype design and expect to be carrying out testing in the near future.

Please note that no orders have been placed or enforceable contracts entered into with respect to any of the foregoing projects to date. We cannot give you any assurance that we will enter into any licensing, royalty, joint venture or other agreement with any of the foregoing parties or any other parties after we complete the noted prototypes.

Gasification Technologies

We are pursuing a number of commercial leads for our ecoPhaser gasification system through Mr. C. Victor Hall, the developer of the system. Most of these systems will be individually engineered and fabricated through our company on a turn-key basis. Applications we are addressing include the following;

º We are targeting medium to large sized biomass processing industries, such as agricultural (sugar cane bagasse, rice mills, etc.) and forestry, sawmill and pulp mill operations, which require electricity, can benefit from cogeneration steam or heat, and which may be able to plug into a local or regional electricity grid. This size range of operations fits into the size range of one or more ecoPhaser units. We are, for instance, currently working on a proposal for ecoPhaser units to process bagasse for sugar industry producers in Belize and India, and are also working on a proposal for a wood residue fired systems for forestry producers in Canada.

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º We are also targeting municipal waste and landfill operations for larger cities, including the cities of Dong Guan, Tuayun, Anshan, Shanghai and Chang Su located in the Peoples Republic of China through our strategic partner in that country, Can-Link Technology, Inc. We are currently in bid stage on a proposal for a 30 MW ecoPhaser for the city of Dong Guan.

º We are also targeting cultivated biomass to power crop plantations, especially near industries which require process heat. We are in current discussions with a number of greenhouse producers relating to their use of our ecoPhaser for this application.

º We are also targeting large coal-fired projects, ranging from 17 MW to 80 MW. We are currently working on project proposals for industry users in both British Columbia and Venezuela.

º We are currently evaluating small scale applications for rural areas that require small systems in the. 100KW to 1 MW range.

º We are working with two Irish companies to design a system to gasify blood, bone and owfal from pigs to generate processed heat (steam) for other processes due to BSE concerns. We are currently working on a similar system to address Avian Flue chicken carcasses in British Columbia.

Cryogenic Gas Liquification Technologies

We are currently in discussions relative to a project to transport coal-bed methane from Guizhou to Zhejiang, Peoples Republic of China, through our strategic partner in that country, Can-Link Technology, Inc.

Research and Development

Our research and development activities are currently centered on the full commercialization of our technologies as opposed to pure research and development activities.

The bulk of our research and development activities are currently conducted through Clean Energy Research Inc. ("Clean Energy Research"), a corporation owned and controlled by Mr. Barry A. Sheahan, our Chief Financial Officer and a director, pursuant to a cost plus research and development agreement entered into effective January 1, 2003. Under that agreement, Clean Energy Research agreed to provide pre-approved budgeted pulse combustion research and development services to Clean Energy USA, and to invoice the latter company for its budgeted costs, related overhead and a 10% mark-up. The purpose of entering into a research and development arrangement with Clean Energy Research on the noted arms-length basis was to continue to preserve our ability to indirectly benefit from certain grants and tax-incentive programs offered in both the United States and Canada, which we could not otherwise directly utilize by reason of our becoming a public company whose stock was publicly traded.

Our gross research and development expenses, including amounts paid to Clean Energy Technologies under our pulse combustion research and development contract with that company, amounted to $288,896 and 455,018 for our 2003 and 2002 fiscal periods, respectively. Our research and development budget for fiscal 2004 is budgeted at $480,000.

One of our objectives in meeting our research and development and commercialization costs is to fund a significant portion of those expenditures through either direct grants or indirect grants through our research and development affiliates. We have, for example, directly or indirectly through Clean Energy Technologies, funded a total of CDN $82,000 in grants for developmental purposes of our pulse combustion technology from the date of our inception, and our predecessors to this technology funded a total of CDN $1,785,000 in developmental grants prior to our acquisition of that technology.

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In late 2001, the Industrial Research Assistance Program of the Canadian federal government's National Resource Counsel approved a CDN $82,,000 grant to fund our phase I industrial tissue dryer characterization study. This program later approved the transfer of the remaining funding balance for this program, CDN $25,400, toward the completion of our glycol and heavy oil heating applications.

Manufacturing Capacity and Suppliers

We currently fabricate our burner units at our facilities located in Burnaby, British Columbia, although some components are purchased to our specifications from suppliers or subcontractors. Most of these components are standard parts or fabrication projects available from multiple sources at competitive prices. We believe that we would be able to secure alternate supply sources or suppliers or subcontractors if any of these become unavailable. Given the limitations of our internal manufacturing capability, we anticipate that we will rely upon strategic partners or third party contract manufacturers or suppliers to satisfy future production requirements as demand for our products increase.

Subsidiaries

We have one subsidiary, Clean Energy USA, a Nevada corporation, a wholly-owned subsidiary which we formed in December, 2001 for the dual purpose of managing pulse combustion technology research & development activities and commercializing our pulse combustion technology through licensing and royalty agreements in North America.

License Agreements

We acquired the rights to our pulse combustion technology for consideration of $10 under a Pulse Combustion Technology License dated March 5, 1999 with 818879 Alberta, Ltd., a corporation then owned and controlled by Mr. R. Dirk Stinson, our current President and Chief Executive Officer and a founder, director and principal shareholder of our company. In June 2001, 818879 Alberta, Ltd. transferred both its ownership of the pulse combustion technology and its interest in the license agreement to Ravenscraig Properties Limited ("Ravenscraig Properties"), a corporation also owned and controlled by Mr. Stinson.

Under the terms of the Pulse Combustion Technology License, we hold an exclusive fully-paid royalty-free license to design, engineer, manufacture, market, distribute, lease and sell burner products using the pulse combustion technology within any country in the world other than Finland or Sweden, and to sublicense and otherwise commercially exploit the pulse combustion technology within the permitted countries. The term of the Pulse Combustion Technology License expires upon the earlier of March 5, 2019 or the lapse of the newest underlying patents for the pulse combustion technology, including any patented improvements. The oldest pulse combustion technology patent expires in 2006, and the newest current pulse combustion technology patent expires in 2019. For further information concerning the underlying patents for the pulse combustion technology, see the section of this annual report captioned "Business-Patents and Proprietary Rights".

We are generally prohibited under the Pulse Combustion Technology License from sublicensing our rights to the pulse combustion technology, or otherwise assigning our rights as licensee under the Pulse Combustion Technology License, to any third party without Ravenscraig Properties' prior consent. Ravenscraig Properties, in turn, is also generally prohibited from selling its rights to the pulse combustion technology, or otherwise assigning its rights as licensor under the Pulse Combustion Technology License, to any third party without our prior consent.

We have sublicensed our rights to the pulse combustion technology to our new, wholly-owned subsidiary, Clean Energy USA Inc. effective January 1, 2002, but have limited commercialization rights to the continent of North America. This sublicense has been undertaken with the prior consent of Ravenscraig Properties.

We are obligated under the Pulse Combustion Technology License to pay or to reimburse Ravenscraig Properties for all costs its incurs to file and prosecute new or additional patents for the pulse combustion technology in any country. We are also obligated to pay or to reimburse Ravenscraig Properties for prosecuting and defending patent infringement claims relating to the pulse combustion technology, and to pay any damages arising from these claims.

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We have the right under the Pulse Combustion Technology License to acquire full ownership of the pulse combustion technology from Ravenscraig Properties for the payment of CDN $1 at such time as we procure a listing of our common shares on a "national market", which is defined under the Pulse Combustion Technology License to constitute The New York Stock Exchange, The American Stock Exchange or The Nasdaq Stock Market (including both the SmallCap and National Markets). We refer to this purchase right as the "Pulse Combustion Technology Option". In order to be approved for listing on a national market, Clean Energy would need to satisfy enumerated quantitative and qualitative listing standards, including requirements relating to minimum bid prices, market capitalization, number of unaffiliated shareholders, net income and shareholders' equity. We do not currently qualify for listing on any national market, and we can give no assurance that we will qualify in the future or, if so, make any application.

Should we acquire full title to our pulse combustion technology by reason of exercise of the Pulse Combustion Technology Option, Ravenscraig Properties will nevertheless retain the right under certain circumstances to reacquire our pulse combustion technology should we later become bankrupt or insolvent, or be threatened with bankruptcy or insolvency, or make an assignment in favor of our creditors.

Patents And Proprietary Rights

Our basic pulse combustion technology and a number of design improvements to this technology are protected by the following patents

Patent Description Country Issued Patent # Status

Fluid Heater Using Pulsating Combustion USA 7/11/1989 4,846,149 current Improvments in Pulsating Combustors Europe (UK) 8/23/1995 486,643 current Improvments in Pulsating Combustors U.S.A. (CIP) 4/4/1995 5,403,180 current Improvments in Pulsating Combustors U.S.A 9/7/1993 5,242,294 current Pulse Combustion Unit with Interior Having Constant-Cross Section USA 12/4/2001 6,325,616 current Circular Pulsating Combustors USA 10/15/2002 6,464,490 current

We anticipate that we will file additional international patent applications in selected foreign countries for our pulse combustion technology as circumstances dictate. We intend to diligently defend any infringement of our pulse combustion technology patents. We are not aware of any potential challenges to these patents. We have not established a fund for defense of these patents, but may do so if significant sales of its products are achieved. We intend to have all employees and consultants execute trade secret and confidentiality agreements.

We cannot give any assurance that the existing patents granted to us or our licensors will not be invalidated, that patents currently or prospectively applied for by us or our licensors will be granted, or that any of these patents will provide significant commercial benefits. Moreover, it is possible that competing companies may circumvent patents we or our licensors have received or applied for by developing products which closely emulate but do not infringe our or our licensor's patents, and consequentially market products that compete with our products without obtaining a license from us. An adverse decision from a court of competent jurisdiction affecting the validity or enforceability of our patents or proprietary rights owned by or licensed to us could have, depending generally on the economic importance of the country or countries to which these patents or proprietary rights relate, an adverse

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effect on our company and our business prospects. Legal costs relating to prosecuting or defending patent infringement litigation may be substantial. Costs of litigation related to successful prosecution of patent litigation are capitalized and amortized over the estimated useful life of the relevant patent. We cannot give you any assurance that we will be able to successfully defend our patents and proprietary rights, or fund the cost of that litigation. For further information concerning these risks, see that section of this annual report captioned "Uncertainties And Risk Factors-Uncertainties And Risks Generally relating To Our Company And Our Business-Our Inability To Protect Our Patents And Proprietary Rights Would Force Us To Suspend Our Operations And Possibly Even Liquidate Our Assets And Wind-Up And Dissolve Our Company".

Employees

We currently have two full-time employees and one part-time employee, and also two full-time consultants and two part-time consultants. A portion of our research and development activities are performed under contract by Clean Energy Research, which currently has three full-time employees and one part-employee. None of our or McSheahan Enterprises' employees are represented by a union. We believe that our relations with our employees are good.

Government Regulation

The heat transfer industry, which we anticipate will represent the primary purchasers of burner products using our technologies, is subject to evolving and often increasingly stringent federal, state, local and international laws and regulations concerning the environment and energy conservation. The principal environmental regulations affecting the heat transfer industry in place today that also have a direct bearing on our burner products relate to the control of a variety of atmospheric emissions, principally nitrogen oxides, that result from the combustion process. These regulations accomplish their objectives in one of three ways-by establishing permitted emission levels for designated pollutants, by prohibiting selected business operations, and by specifying acceptable technologies, commonly known as "Best Available Control Technologies".

A representative example of a state regulation governing atmospheric emission standards is the "Zero Ammonia Technology Policy" adopted by the Massachusetts Department of Environmental Protection on January 9, 1999, which requires all applicants for permits for industrial scrubber technologies to evaluate ammonia-free technologies as the Best Available Control Technology.

A representative example of a local regulation governing atmospheric emission standards is Rule 1146.2, titled "Emissions of Oxides of Nitrogen from Large Water Heaters and Small Boilers", adopted by the South Coast Air Quality Management District or "SCAQMD", a California regional agency governing Los Angeles, Orange, Riverside and San Bernardino counties. This regulation, which was adopted in January of 1998:

º Limits nitrogen oxides emission levels for water heaters, boilers or process heaters to be sold in the region after January 1, 2000 to 30ppm for all units with an output between 400,000 to 2 million BTUs/hr, and 55ppm for all units with an output between 75,000 and 400,000 BTUs/hr;

º Prohibits the operation in the region after July 1, 2002 of any water heaters, boilers or process heaters manufactured before 1992 that have nitrogen oxides emissions in excess of 30ppm; and

º Prohibits the operation in the region after January 1, 2006 of any water heaters, boilers or process heaters manufactured before 2000 that have nitrogen oxides emissions in excess of 30ppm.

Each of these regulations is designed to reduce emissions of nitrogen oxides. The Massachusetts case deals with scrubbers which use ammonia to remove nitrogen oxides after it is formed, while the SCAQMD case regulates the amount of nitrogen oxides allowable in the first place. These regulations directly impact our business since the attractiveness of our technology is its ability to inhibit the production of nitrogen oxides at the source. Those applications which are restricted by these regulations will be entirely open to our technology. Since our technology is a new technology engineered to meet these more stringent requirements, there are no additional costs or liabilities imposed on our business to satisfy these standards.

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Although one of the principal benefits of our burner technologies are their ability to satisfy lower pollution standards, we cannot give you any assurance that emission standards will not be increased by any governmental agency to a level that our technologies will either not satisfy, or which will require significant expenditures in research and development costs in order to satisfy.

We are also subject to laws governing our relationship with our employees, including minimum wage requirements, overtime, working conditions and citizenship requirements.

PROPERTIES

Our executive offices and principal research and development facilities, consisting of approximately 4,300 square feet, are located at 7087 MacPherson Avenue, Burnaby, British Columbia, Canada, V5J 4N4. This space is currently leased from, McSheahan Enterprises, a personal service corporation owned and controlled by Mr. Barry A. Sheahan, our Chief Financial Officer and a director, for a two-year term, with a two-year option to renew, at an approximate rental rate of CDN $3,400 per month. Our pro-rata share of this cost, representing approximately one-third of the total, is indirectly charged to us by McSheahan Enterprises in the overhead allowance under our research and development agreement with that company.

Our ability to increase our levels of activity and to pursue a number of business opportunities will require us to acquire expanded premises with increased testing and production space and to increase our staffing levels. Our ability to acquire and move into expanded premises will be governed by our ability to raise additional capital.

LEGAL PROCEEDINGS

As of the date of this annual report, there were no material pending legal or governmental proceedings relating to our company or properties to which we are a party, or to our knowledge any proceeding of this nature which are being contemplated or threatened; and there were, to our knowledge, no material proceedings to which any of our directors, executive officers or affiliates are a party adverse to us or which have a material interest adverse to us.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following discussion of our consolidated financial condition and results of operations should be read in conjunction with our consolidated financial statements and their explanatory notes, which can be found at the end of this annual report.

The following table presents selected historical consolidated financial data derived from our consolidated financial statements which can be found at the end of this annual report. The selected statement of loss data set forth below for our fiscal periods ended December 31, 2003 and December 31, 2002, and the selected balance sheet data set forth below as of December 31, 2003 and December 31, 2002, have been audited by Staley, Okada & Partners, independent auditors, as indicated in their report contained in our consolidated financial statements. The following selected financial data should be read in conjunction with our consolidated financial statements and their explanatory notes, as well as that section of this annual report captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations".

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Twelve Months Ended December 31,
Consolidated Statement of Operations Data: 2003 2002
Revenue $ - $ - Administrative and marketing expenses 313,807 439,455 Research and development expenses 288,896 455,018 Net loss (602,703) (894,473) Net loss per share basic and diluted (0.05) (0.09) Weighted average common shares outstanding 12,989,610 10,139,184

December 31,

Consolidated Balance Sheet Data: 2003 2002
Working capital (deficiency) $ $ (414,895)
(479,898)

Current assets 2,985 2,873
Advances to an affiliated company 313,088 427,543
Patents 30,128 39,327
Property and equipment - -
Total assets 346,201 469,743
Current liabilities 482,883 417,768
Provisions and liabilities related to transfer of ownership of subsidiary 351,410 468,177
Total liabilities and provisions 834,283 885,945
Capital deficiency (488,082) (416,202)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of our consolidated financial condition and results of operations should be read in conjunction with our consolidated financial statements and their explanatory notes, which can be found at the end of this annual report.

Overview

Clean Energy markets three types of products, burner units based upon our patented high-frequency valveless pulse combustion technology; gasification systems using our proprietary ecoPhaser gasification technology which uses heat to convert various biomass feedstocks into "clean thermal energy"; and our proprietary mobile modular technology for the liquefaction and transportation of natural gas, methane, helium, nitrogen and other gases from remote locations. Each of these technologies IS fully developed and in a position to be commercially marketed.

Our objective is to enter into licensing, royalty, joint venture or manufacturing agreements with established national and international heat transfer industry manufacturers which will result in the introduction of a variety of different burner and gasification units based upon our technologies into various selected market segments. We have no revenues to date, nor have we entered into any revenue producing contracts to date. Since we have not generated operating revenues to date, we should be considered a development stage enterprise.

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Results Of Consolidated Operations

Operating Revenues

We had no revenues for our twelve-month fiscal periods ended December 31, 2003 ("fiscal 2003") or December 31, 2002 ("fiscal 2002").

Net Loss

We incurred an operating loss of $602,703 for fiscal 2003, as compared to $894,473 for fiscal 2002. The $291,770 or 32.6% decrease in our operating loss was primarily attributable to the following changes in costs and expenses:

º a $125,648, or 28.6%, decrease in administrative and marketing expenses from $439,455 to $313,807; and

º a $166,182, or 36.5%, decrease in research & development expenses from $455,018 to $288,896;

The $125,648 decrease in administration expense for fiscal 2003 over fiscal 2002 was primarily attributable to decreases in legal and patent maintenance costs.

Relationships And Transactions On Terms That Would Not Be Available From Clearly Independent Third Parties

During fiscal 2003, we did not enter into any transactions with any parties that are not clearly independent on terms that would be more favorable than that which might have been available from other clearly independent third parties.

Liquidity And Capital Resources

Sources of Cash

Our cash flow requirements for since the beginning of fiscal 2002 have been principally funded by the periodic conversion of short-term advances, wages, fees and other payables due to directors, shareholders, employees and other creditors into common shares, including $823,798 of indebtedness converted into 1,267,242 common shares at an average conversion price of $0.65 per share in September 2002, $356,801 of indebtedness converted into 3,164,382 common shares at an average conversion price of $0.11 per share in August 2003, and most recently, $471,053 of indebtedness converted into 2,080,660 common shares at an average conversion price of $0.23 per share in March 2004.

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Off-Balance Sheet Arrangements

There are no guarantees, commitments, lease and debt agreements or other agreements that could trigger adverse change in our credit rating, earnings, cash flows or stock price, including requirements to perform under standby agreements, other than a default in our obligations under our office lease described in that section of this annual report captioned "Properties" and contingent liabilities of Clean Energy Technologies in the amount of $38,313 as of December 31, 2003 which arose from contracts previously entered into by Clean Energy either jointly with, or on behalf of, that company before its transfer in December 2001 by Clean Energy. These contingent liabilities are included as part of our liabilities relating to Clean Energy Technologies in our consolidated balance sheet.

Cash Position and Sources And Uses Of Cash

Our cash and cash equivalents position as of December 31, 2003 was $160, as compared to $0 as of December 31, 2002. Our cash and cash equivalents position for fiscal 2003 increased by $160 as the result of the offset of $416,103 in cash used in operating activities against $416,263 in cash generated by financing activities. There was no change in our cash and cash equivalents position for fiscal 2002, attributable to $399,263 in cash used in operating activities and $3,992 in investing activities, which were offset by $403,255 in cash generated by financing activities.

Our operating activities used cash in the amount of 416,103 for fiscal 2003, as compared to cash requirements of $399,263 for fiscal 2002. The $416,103 in cash used in operating activities for fiscal 2003 reflected our net loss of $602,703 for that period, as decreased for non-cash deductions and a net increase in non-cash working capital balances. The $399,263 in cash used in operating activities for fiscal 2002 reflected our net loss of $894,473 for that period, as decreased for non-cash deductions and a net increase in non-cash working capital balances.

We used cash in the amount of $0 in investing activities in fiscal 2003, as compared to $3,992 of cash used by investing activities in fiscal 2002. The principal use of cash for 2002 was for patent additions.

We realized cash in the amount of $416,263 from financing activities in fiscal 2003, as compared to $403,255 of cash realized by investing activities in fiscal 2002. The principal sources of cash for both 2003 and 2002 were advances from related and affiliated parties.

Plan Of Operation And Prospective Capital Requirements

Our overriding corporate focus is to ramp-up our marketing activities for our various products. Our ability to continue as a going concern will be dependent upon our entering into revenue producing contracts and raising additional working capital to fund our various projects, to ramp-up our sales and marketing activities, to conduct addition research and development activities through our contract with Clean Energy Research, and fully implement our longer-term business plan and marketing strategies. We anticipate that we will incur at least $1,000,000 in costs over the next twelve months to fund our projected minimal levels of operations, including $300,000 in general and administrative, $100,000 in sales and marketing, $480,000 in research and development costs, and $120,000in capital expenditures. Our cost structure will be subject to significant change based upon any contracts we may enter into and/or additional capital we may raise.

As of March 30, 2004, we had approximately $Nil in cash available to fund our costs and expenses. We have no current arrangements for obtaining the additional cash and working capital we may require. We will seek to raise cash to meet our operating requirements through the public or private sales of debt or equity securities, the procurement of advances on contracts or licenses, funding from joint-venture or strategic partners, debt financing or short-term loans, or a combination of the foregoing. We may also seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities. Our ability to raise monies has been negatively impacted in part by poor general economic conditions and enhanced risks associated in investing in development stage ventures. We cannot give you any assurance that we will be able to secure the additional cash or working capital we may require to continue our operations.

We anticipate that the employees and consultants currently engaged by the company will be able to handle most of our any additional administrative, research and development, sales and marketing, and manufacturing requirements incurred during this period, and therefore do not anticipate that we will need to employ any significant number of additional employees or consultants. Our current facilities will also be adequate to conduct all of our operations, including manufacturing, during this period. If we experience significant demand, however, we will expand both our personnel and facilities accordingly.

Our consolidated financial statements for the year ended December 31, 2003 included with this annual report have been prepared assuming that the company will continue as a going concern. As discussed in note 1 to those financial statements, our continuing losses from inception, working capital deficiency and lack of financial resources to complete our business plan raise substantial doubt about our ability to continue as a going concern.

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Other Matters

Research and Development Expenditures

Research and development expenditures are expensed as incurred.

Foreign Exchange

We recorded a $57,245 foreign currency translation gain in fiscal 2003 as an accumulated comprehensive income item on our consolidated balance sheet and consolidated deficiency in assets in consolidating our books for financial reporting purposes as the result of the fluctuation in United States-Canadian currency exchange rates during that period. We cannot give you any assurance that our future operating results will not be similarly adversely affected by currency exchange rate fluctuations. See that section of this annual report captioned "Quantitative and Qualitative Disclosure About Market Risk" for a description of other aspects of our company that may be potentially affected by foreign exchange fluctuations.

Effect Of Inflation

In our view, at no time over the past three fiscal years has inflation or changing prices had an adverse material impact on our operating results.

Critical Accounting Policies

Our consolidated financial condition and results of operations are not currently subject to or impacted by any critical accounting policies involving areas in which subjective or complex judgments are made with respect to methods, assumptions or estimates concerning the effect of matters that are inherently uncertain.

Recent Adopted Accounting Standards

See note 1 to our consolidated financial statements included with this annual report for a description of recently adopted accounting standards impacting our company.

Currency Fluctuations

One market risk that affects our company relates to foreign currency fluctuations between United States and Canadian dollars. To the extent we maintain our accounts in Canadian funds or enter into transactions denominated in Canadian currency, our financial position could be adversely affected by United States-Canadian currency fluctuations. We have not previously engaged in activities to mitigate the effects of foreign currency fluctuations due to the absence of Canadian revenues to date, and we anticipate that the exchange rate between the United States and Canadian dollar will remain fairly stable.

If earnings from our Canadian operations were to increase, our exposure to fluctuations in the United States-Canadian exchange rate would also increase, and we would have to consider utilizing forward exchange rate contracts or engage in other efforts to mitigate these foreign currency risks. We cannot give you any assurance that the use of exchange rate contracts or other mitigation efforts would effectively limit any adverse effects of foreign currency fluctuations on our Company's international operations and our overall results of operations.

Interest Rate Fluctuations

It is our policy to maintain the bulk of our available cash in U.S. dollar-denominated money-market accounts. Our interest income from these short-term investments could be adversely affected by any material changes in interest rates within the Unit