SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 2

(Mark One)

   [X]      Quarterly  report  under  Section  13 or  15(d)  of  the  Securities
            Exchange Act of 1934 for the quarterly period ended  March 31, 2005


   [ ]      Transition report under Section 13 or 15(d) of the Exchange Act
            for the transition period from __________ to __________.



                        Commission File Number: 333-82608
                                                ---------

                            ENCOMPASS HOLDINGS, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)




             NEVADA                                              95-4756822
             ------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                1005 Terminal Way, Suite 110, Reno, Nevada 89502
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (775) 324-8531
                                ----------------
                           (Issuer's telephone number)




Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                          Yes    XX                  No
                              --------                  --------

As of May 12, 2005, the number of outstanding shares of the issuer's common
stock, $0.001 par value, was 5,096,332 shares.


          TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes [ ] No [X]



                                        1
<PAGE>
                                TABLE OF CONTENTS



ITEM 1.  FINANCIAL STATEMENTS ...............................................  3

         Consolidated Unaudited Balance Sheet as of March 31, 2004...........  3

         Consolidated Unaudited Statements of Operations for the
                  Quarters ended March 31, 2004 and March 31, 2003...........  4

         Consolidated Unaudited Statements of Cash Flows for the
                  Quarters ended March 31, 2004 and March 31, 2003...........  5

         Notes to Consolidated Financial Statements..........................  6


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS .............................................. 10


ITEM 3.  CONTROLS AND PROCEDURES............................................. 12


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS............................................................ 13


SIGNATURES................................................................... 13





























                                        2
<PAGE>

                            NOVA COMMUNICATIONS LTD.

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                              March 31,          December 31,
                                                                                2005                 2004
                                                                         -----------------    -----------------
<S>                                                                      <C>                  <C>
                                               Assets
Current assets:
   Cash                                                                   $        58,981      $         4,057
   Receivable from related party                                                  115,622               57,480
   Prepaid expenses                                                                 5,000                5,000
                                                                         -----------------    -----------------
     Total current assets                                                         179,603               66,537

Equipment, net                                                                    214,343              101,896

Advances receivable                                                                18,000               18,000
                                                                         -----------------    -----------------

                                                                          $       411,946      $       186,433
                                                                         =================    =================

                               Liabilities and Net Capital Deficiency

Current liabilities:
   Accounts payable                                                       $       339,507      $       205,447
   Payable to related party                                                        69,276               17,693
   Accrued payroll and payroll related liabilities                                227,689              224,791
   Income taxes payable                                                             4,000                3,200
   Other accrued liabilities                                                      385,941              211,191
   Convertible notes payable, net of unamortized discount
    due to beneficial conversion feature                                          361,250              342,500
                                                                         -----------------    -----------------
     Total current liabilities                                                  1,387,663            1,004,822

Payable to related parties                                                        493,510              436,510

Net capital deficiency:
   Preferred stock; no par value; authorized 200,000 shares
    (100,000 shares in 2004); outstanding 100,000 shares                              100                  100
   Common stock; $.001 par value; authorized 500,000,000
    shares; issued and outstanding 4,996,332 shares
    (4,981,332 shares in 2004)                                                      4,996                4,981
   Common stock to be issued                                                          169                  169
   Additional paid in capital                                                  23,223,606           23,208,171
   Retained deficit                                                           (24,698,098)         (24,468,320)
                                                                         -----------------    -----------------
     Net capital deficiency                                                    (1,469,227)          (1,254,899)
                                                                         -----------------    -----------------

                                                                          $       411,946      $       186,433
                                                                         =================    =================
</TABLE>


                             See accompanying notes.
                                        3
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                                Three months ended March 31
                                                                          -------------------------------------
                                                                                 2005                2004
                                                                          ----------------     ----------------
<S>                                                                        <C>                  <C>
Revenues                                                                   $      145,000       $            -

Operating expenses:
   Selling expenses                                                                10,385                    -
   General and administrative expenses                                            331,179            1,420,254
   Research and development expenses                                                3,254                    -
                                                                          ----------------     ----------------
     Total operating expenses                                                     344,818            1,420,254
                                                                          ----------------     ----------------

Net loss from operations                                                         (199,818)          (1,420,254)

Interest expense, net                                                             (29,160)              (9,800)
                                                                          ----------------     ----------------

Net loss from operations before provision for income taxes                       (228,978)          (1,430,054)

Provision for income taxes - State of California                                      800                    -
                                                                          ----------------     ----------------

Net loss                                                                   $     (229,778)      $   (1,430,054)
                                                                          ================     ================



Net loss per common share                                                  $        (.046)      $        (.495)
                                                                          ================     ================
</TABLE>


















                             See accompanying notes.
                                        4
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                              Three months ended March 31
                                                                          -----------------------------------
                                                                                 2005              2004
                                                                          ----------------   ----------------
<S>                                                                        <C>                <C>
Cash flows from operating activities:
   Net loss                                                                $     (229,778)    $   (1,430,054)
   Adjustment to reconcile net loss to net cash provided by
    (used in) operating activities:
     Shares issued in exchange for services                                             -          1,315,500
     Amortization of beneficial conversion feature                                 18,750                  -
     Changes in assets and liabilities:
       Receivable from related parties, net                                        (6,559)                 -
       Accounts payable                                                           134,060             (1,001)
       Accrued liabilities                                                        193,898             99,090
                                                                          ----------------   ----------------
                                                                                  110,371            (16,465)
Cash flows from investing activities -
   Advances paid                                                                        -           (210,000)
   Capital expenditures                                                          (112,447)                 -
                                                                          ----------------   ----------------
                                                                                 (112,447)          (210,000)
Cash flows from financing activities -
   Advances received from related party                                            57,000            176,000
                                                                          ----------------   ----------------

Net change in cash                                                                 54,924            (50,465)

Cash at beginning of period                                                         4,057             51,451
                                                                          ----------------   ----------------

Cash at end of period                                                      $       58,981     $          986
                                                                          ================   ================

Supplemental schedule of noncash financing activities:
   Common stock issued in exchange for accrued legal fees                  $       15,450     $            -
                                                                          ================   ================
   Common stock issued in exchange for accrued payroll                     $            -     $      180,000
                                                                          ================   ================
</TABLE>












                             See accompanying notes.
                                        5
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                   Consolidated Notes to Financial Statements
                                 March 31, 2005

1.       Summary of significant accounting policies
         ------------------------------------------

         Business:  Nova  Communications  Ltd.  (the  "Company"  or  "Nova")  is
         incorporated under the laws of the State of Nevada.

         Business  combinations and basis of consolidation:  On August 30, 2004,
         the Company acquired 51% of Aqua Xtremes,  Inc.  ("Aqua") in a business
         combination  accounted for as a purchase.  Aqua designs,  manufactures,
         and markets  water  sports  equipment.  In December  2004,  Aqua formed
         Xtreme  Engines,  Inc.  ("Engines")  and owns 100% of its common stock.
         Engines manufactures jet-powered engines for use in Aqua's water sports
         equipment.

         The consolidated  financial statements include the accounts of Nova and
         its 51% owned subsidiary Aqua and Aqua's 100% owned subsidiary  Engines
         from  the  date  of  Aqua's   purchase  and  Engines   formation.   All
         intercompany accounts and transactions have been eliminated.

         Losses  exceed the  minority  interest  in the equity  capital of Aqua.
         Accordingly,  losses  applicable  to the minority  interest are charged
         against Nova as there is no obligation of the minority  stockholder  to
         guarantee such losses. If future earnings of Aqua do materialize,  Nova
         will be credited to the extent of such losses previously absorbed.

         Effective  May 9, 2005,  Nova  acquired the remaining 49% of the issued
         and outstanding common stock of Aqua.

         Interim  reporting:  Nova's year-end for accounting and tax purposes is
         December 31. Aqua and Engines' year-end for tax purposes is June 30. In
         the opinion of  Management,  the  accompanying  consolidated  financial
         statements  as of March 31, 2005 and 2004 and for the three months then
         ended, consisting of only normal recurring adjustments, except as noted
         elsewhere  in the  notes  to  the  consolidated  financial  statements,
         necessary  to present  fairly its  financial  position,  results of its
         operations  and cash  flows.  The results of  operations  for the three
         months ended March 31, 2005 and 2004 are not necessarily  indicative of
         the results to be expected for the full year.

         Cash  equivalents:  For purposes of the  statement  of cash flows,  the
         Company and its  subsidiaries  consider cash  equivalents  to be highly
         liquid  instruments if, when  purchased,  their original due dates were
         within three months.

         Equipment: Equipment is carried at cost. Depreciation is computed using
         the  straight-line  method  over  the  estimated  useful  lives  of the
         depreciable assets, which range from five to fifteen years.






                                        6
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                   Consolidated Notes to Financial Statements
                                 March 31, 2005

1.       Summary of significant accounting policies (continued)
         ------------------------------------------------------

         Revenue  recognition:  Revenues  consist of the sale of dealerships and
         are recognized when dealership agreements are signed.

         Stock options and warrants:  The Company uses a fair value based method
         of accounting for stock based compensation to employees.

         The Company  also  accounts for stock  options and  warrants  issued to
         non-employees for services under the fair value method of accounting.

         Net loss per common  share:  Net loss per common  share is  computed by
         dividing  net loss by the  weighted  average  number of  common  shares
         outstanding  during the period.  The weighted  average number of common
         stock shares outstanding was 4,985,999 for the three months ended March
         31, 2005 (2,891,111 for the three months ended March 31, 2004).  Common
         stock to be issued is not considered to be a common stock equivalent as
         the effect on net loss per common share would be anti-dilutive.

         Use of  estimates:  The process of preparing  financial  statements  in
         conformity with generally accepted  accounting  principles requires the
         use of estimates  and  assumptions  regarding  certain types of assets,
         liabilities,  revenues and expenses. Management of the Company has made
         certain estimates and assumptions regarding the collectability of notes
         receivable.   Such  estimates  and  assumptions   primarily  relate  to
         unsettled  transactions  and  events  as of the  date of the  financial
         statements.  Accordingly,  upon  settlement,  actual results may differ
         from estimated amounts.

2.       Operations
         ----------

         Aqua has begun  manufacturing and marketing  revolutionary water sports
         equipment.  One of its  most  notable  products  is the  Xboard(TM),  a
         jet-powered personal watercraft.

         To date, the Company has been dependent upon advances from shareholders
         and debt and equity  financing  for  development  and  operations.  The
         Company will  continue to be  dependent  upon these  sources  until the
         Company ultimately achieve  profitability,  if ever. However, there can
         be no  assurances  that the Company will be able to continue to receive
         advances  from   shareholders  or  raise   additional  debt  or  equity
         financing.

         The  consolidated  financial  statements  as of March  31,  2005 do not
         reflect  adjustments  relating to the recorded  asset  amounts,  or the
         amounts of liabilities  that would be necessary  should the Company not
         be able to continue in existence.

3.       Advances receivable
         -------------------

         The Company has advanced funds to a company for cash flow purposes. The
         advances are unsecured, non-interest bearing, and due on demand.

                                        7
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                   Consolidated Notes to Financial Statements
                                 March 31, 2005

4.       Equipment
         ---------

         Equipment consisted of the following at:

<TABLE>
<CAPTION>
                                                                                  March 31,     December 31,
                                                                                    2005            2004
                                                                                -------------  --------------
<S>                                                                             <C>            <C>
           Furniture and fixtures                                               $     56,060   $     56,060
            Equipment not yet placed in service                                      179,993         67,546
                                                                                -------------  --------------
                                                                                     236,053         123,606
            Less accumulated depreciation                                            (21,710)        (21,710)
                                                                                -------------  --------------

                                                                                $    214,343   $     101,896
                                                                                =============  ==============
</TABLE>

5.       Other accrued liabilities
         -------------------------

         Other accrued liabilities consisted of the following at:

<TABLE>
<CAPTION>
                                                                                  March 31,     December 31,
                                                                                    2005            2004
                                                                                -------------  --------------
<S>                                                                             <C>            <C>
           Professional fees                                                    $    358,172   $     119,022
            Interest                                                                  27,769          20,169
                                                                                -------------  --------------

                                                                                $    385,941   $     211,191
                                                                                =============  ==============
</TABLE>

6.       Convertible notes payable
         -------------------------

         The notes  payable  are due one year from the date of  borrowings  plus
         interest at a rate of 8% per annum and are unsecured. The notes and any
         unpaid  interest may be convertible  into shares of common stock of the
         Company  at a rate of 75% of the  closing  bid  price of the  Company's
         common stock on the date of  conversion.  The notes may be converted at
         the option of the Company, but not before six months, and at the option
         of the holder,  but not before one year, from the date of the notes and
         only if certain events have occurred.

         Subsequent  to March 31,  2005,  the Company  issued  additional  notes
         payable aggregating  $25,000,  which bear interest at a rate of 20% per
         annum,  and  convertible at into share of common stock at a rate of 85%
         of the closing bid price of the  Company's  common stock on the date of
         conversion  if  converted  within one year from the date of the note or
         90% if converted after one year at the option of the Company.

7.       Receivable from and payable to related party
         --------------------------------------------

         Palaut Management, Inc. ("Palaut") provides the Company with management
         consulting services.  For cash flow purposes,  the Company occasionally
         pays expenses on behalf of Palaut and Palaut pays expenses on behalf of
         the Company.  Close  family  members of a  stockholder  of Nova control
         Palaut. Receivables from a related party reported as a

                                        8
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                   Consolidated Notes to Financial Statements
                                 March 31, 2005

7.       Receivable from and payable to related party (continued)
         --------------------------------------------------------

         current  asset and  payables to a related  party  reported as a current
         liability are amounts owed from and to Palaut.

8.       Preferred stock
         ---------------

         The  Company's  preferred  stock may be voting or have other rights and
         preferences as determined from time to time by the Board of Directors.

         In  December  2004,  the  Company  designated  all  of  its  authorized
         preferred  stock,  consisting  of 100,000  shares,  as Series  "A".  On
         January  17,  2005,  the Board of  Directors  amended the rights of its
         100,000 Series "A" preferred stock to be convertible,  at the option of
         the Company, into 1,000,000 shares of its common stock. The Company has
         reserved 1,000,000 shares of its common stock to be issued in the event
         of conversion of its Series "A" preferred stock.

         Also on  January  17,  2005,  the  Board of  Directors  of the  Company
         increased the authorized preferred shares to 200,000.

         On May 9, 2005, the Company designated the additional 100,000 shares of
         its  authorized  preferred  stock as Series "B". The Board of Directors
         also  determined the Series "B" preferred  stock to have a par value of
         $0.001 per share,  receive  dividends  in the same manner as holders of
         common  stock,  be entitled to 250 votes per share on all matters which
         shareholder have the right to vote, and in the event of liquidation, be
         entitled to be paid out of the assets of the corporation  available for
         distribution in the same manner as holders common stock.

9.       Common stock
         ------------

         On March 3, 2005,  the Board of  Directors  authorized  the issuance of
         15,000 shares of common stock of the Company in exchange for $15,450 of
         accrued legal fees.  Management of the Company valued the shares issued
         at $1.03 per share, the closing bid price of the Company's common stock
         on the date of issuance.  Management of the Company estimated the value
         of the Company's shares granted after  considering the historical trend
         of the trading  prices for its common  stock and the limited  volume of
         shares being traded.

         On January 21, 2004, the Board of Directors  authorized the issuance of
         60,000  shares of common  stock of the Company in exchange for $180,000
         of accrued payroll.  Management of the Company valued the shares issued
         at $3.00 per share, the closing bid price of the Company's common stock
         on the date of issuance.  Management of the Company estimated the value
         of the Company's shares granted after  considering the historical trend
         of the trading  prices for its common  stock and the limited  volume of
         shares being traded.

                                        9
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                   Consolidated Notes to Financial Statements
                                 March 31, 2005

9.       Common stock (continued)
         ------------------------

         During the three  months ended March 31,  2004,  the Company  issued an
         aggregate  of  273,500  shares  of its  common  stock in  exchange  for
         consulting and management services aggregating $820,500.  Management of
         the Company  valued the shares  issued at $3.00 per share,  the closing
         bid  price of the  Company's  common  stock  on the  date of  issuance.
         Management of the Company  estimated the value of the Company's  shares
         granted after  considering  the historical  trend of the trading prices
         for its common stock and the limited volume of shares being traded.

10.      Stock based compensation
         ------------------------

         During the three  months  ended  March 31,  2004,  the  Company  issued
         160,000  shares of its common  stock to its  president  and 5,000 to an
         employee as compensation for services aggregating $495,000.  Management
         of the Company valued the shares issued at $3.00 per share, the closing
         bid  price of the  Company's  common  stock  on the  date of  issuance.
         Management of the Company  estimated the value of the Company's  shares
         granted after  considering  the historical  trend of the trading prices
         for its common stock and the limited volume of shares being traded.

11.      Other subsequent events
         -----------------------

         Effective May 9, 2005, Nova exchanged  100,000 shares of its Series "B"
         Preferred   Stock  and  a   Subordinated   Convertible   Non-Negotiable
         Promissory  Note in the principal  amount of $100,000 for the remaining
         49% of the issued and outstanding  common stock of Aqua. The promissory
         note will be repaid solely from its conversion into  40,000,000  shares
         of common  stock of the Company.  The Company has  reserved  40,000,000
         shares of its common stock to be issued upon conversion of the note.


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Management's discussion and analysis should be read in conjunction with the
financial statements and the notes thereto.

RESULTS OF OPERATIONS
Three months ended March 31, 2005 compared to the three months ended March 31,
2004:

         During the three months ended March 31, 2004, the Company was actively
seeking companies in which to merge or invest as well as provide advances toward
the development of water sports equipment. Since August 2004, the Company,
through its subsidiaries, has devoted all of its efforts to design, manufacture,
and market water sports equipment.

                                       10
<PAGE>

         Total revenues were $145,000 for the three months ended March 31, 2005
compared to no revenues for the three months ended March 31, 2004. Revenues for
2005 consisted of the sales of marketing rights for Aqua Xtremes' water sports
equipment.

         Selling expenses for the three months ended March 31, 2005 aggregated
$10,385 compared to no selling expenses for the three months ended March 31,
2004. Selling expenses for 2005 consisted of salaries. There were no selling
expenses for the three months ended March 31, 2004 because there were no
marketing activities being conducted by the Company. General & administrative
expense for the three months ended March 31, 2005 aggregated $331,179 compared
to $1,420,254 for the three months ended March 31, 2004. The difference of
$1,089,075 consisted of the following: (1) during the three months ended March
31, 2004, the Company incurred $820,500 of consulting and management expenses
compared to no such expenses for the three months ended March 31, 2004, (2)
during the three months ended March 31, 2004 the Company incurred $495,000 of
salaries compared to only $120,000 for the three months ended March 31, 2005;
and (3) operating expenses of $107,895 were incurred in the three months ended
March 31, 2005 relating to Aqua Xtremes, Inc. and Xtreme Engines, Inc. that were
not incurred during the three months ended March 31, 2004. The consulting and
management expenses in 2004 were incurred in connection with the Company seeking
other companies in which to merge or invest. Salaries expense decreased $375,000
in 2005 compared to 2004 as a result of the resignation of the then-existing
President of the Company effective December 31, 2004.

FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2005 compared to December 31, 2004:

         The Company's total assets as of March 31, 2005 were $411,946 compared
to $186,433 as of December 31, 2004. The increase of $225,513 during the quarter
consisted of the following: (1) cash received from the sale of Aqua Xtreme's
marketing rights aggregated $145,000 and (2) capital expenditures for equipment
for Aqua Xtreme and Xtreme Engines aggregated $112,447.

         The Company's current liabilities as of March 31, 2005 were $1,406,413
compared to $1,042,322 as of December 31, 2004. The increase of $364,091 during
the quarter consisted of the following: (1) accounts payable increased $134,060
due to a lack of cash flow, (2) accrued professional fees increased by $239,150
during the quarter resulting from routine corporate regulatory and compliance
activities. During the three months ended March 31, 2005, the Company received
additional advances of $57,000 from a related party for Aqua Xtreme and Xtreme
Engines cash flow purposes.














                                       11
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

As of March 31, 2005 the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and President, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that
eva1uation, these principal executive officers and principal financial officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company, including
its consolidated subsidiaries, required to be included in the Company's periodic
SEC filings. There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation.

























                                       12
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

(a)              Exhibits.
                 --------

Exhibit
Number           Description of Document

2                Articles and  Agreement of Merger  Between Nova  Communications
                 Ltd.  and  First  Colonial  Ventures,  Ltd.  -  July  21,  1999
                 (Incorporated by reference)

3(3)(i)(1)       First Colonial Ventures, Ltd. Articles of Incorporation - March
                 25, 1985 (Incorporated by reference)

3(3)(i)(2)       First  Colonial   Ventures,   Ltd.  Amendment  to  Articles  of
                 Incorporation - August 12, 1985 (Incorporated by reference)

3(3)(i)(3)       First  Colonial   Ventures,   Ltd.  Amendment  to  Articles  of
                 Incorporation -September 3, 1985 (Incorporated by reference)

3(3)(i)(4)       First  Colonial   Ventures,   Ltd.  Amendment  to  Articles  of
                 Incorporation -February 3, 1992 (Incorporated by reference)

3(3)(i)(5)       Nova  Communications  Ltd Articles of  Incorporation - July 13.
                 1999 (Incorporated by reference)

3(3)(ii)(1)      Bylaws (Incorporated by reference)

31.1             Rule 13a-14(a)/15d-14(a) Certification

31.2             Rule 13a-14(a)/15d-14(a) Certification

32.1             Section 1350 Certification

32.2             Section 1350 Certification

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


Date: March 3, 2006              ENCOMPASS HOLDINGS, INC.


                                 By: /s/ ARTHUR N. ROBINS
                                 --------------------------
                                 Arthur N. Robins, Chief
                                 Executive Officer







                                       13