SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A


(Mark One)

   [X]      Quarterly  report  under  Section  13 or  15(d)  of  the  Securities
            Exchange Act of 1934 for the quarterly period ended June 30, 2004

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


                        Commission File Number: 000-31451
                                                ---------

                            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)


                            NOVA COMMUNICATIONS LTD.
--------------------------------------------------------------------------------
   (Former name, former address, and former fiscal year, if changed since last
                                     report)

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     X                  No
                              --------                  --------

As of June 30, 2004 , the number of outstanding  shares of the issuer's  common
stock, $0.001 par value, was 304,931,468 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
         June 30, 2004 (restated)............................................  3

         Consolidated Unaudited Statements of Operations for the
         Quarters ended June 30, 2004 (restated) and March 31, 2003..........  4

         Consolidated Unaudited Statements of Cash Flows for the
         Quarters ended June 30, 2004 (restated) and June 30, 2003...........  5

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


ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS .............................................. 11


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


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K..................................... 13


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





























                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION


                            NOVA COMMUNICATIONS LTD.

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                              June 30,           December 31,
                                                                                2004                 2003
                                                                         -----------------    -----------------
                                                                             (restated)           (restated)
<S>                                                                      <C>                  <C>
                                               Assets
                                               ------
Current assets:
   Cash                                                                   $         2,255      $        51,451
   Note receivable due within one year                                                  -                9,557
   Current assets of discontinued operations                                       51,435               51,435
                                                                         -----------------    -----------------
     Total current assets                                                          53,690              112,443

Equipment, net                                                                      1,278                1,278
Equipment of discontinued operations, net                                         140,221              140,221
Other assets:
   Note receivable                                                                      -               15,317
   Advances receivables                                                           723,506              513,506
   Other assets of discontinue operations, net                                     62,811               62,811
                                                                         -----------------    -----------------
     Total other assets                                                           786,317              591,634
                                                                         -----------------    -----------------

                                                                          $       981,506      $       845,576
                                                                         =================    =================

                               Liabilities and Net Capital Deficiency
                               --------------------------------------
Current liabilities:
   Accounts payable                                                       $       164,205      $       159,637
   Payable to related parties                                                           -               11,593
   Accrued payroll and payroll related liabilities                                215,772              392,445
   Income taxes payable                                                             2,400                2,400
   Other accrued liabilities                                                       55,000               39,229
   Notes payable and accrued interest subject to conversion
    into an indeterminable number of shares of common stock                       324,372              308,102
   Derivative liabilities                                                         100,475              176,866
   Current liabilities of discontinued operations                                 393,984              393,984
                                                                         -----------------    -----------------
     Total current liabilities                                                  1,256,208            1,484,256
Payable to related party                                                          441,232              264,232
Net capital deficiency:
   Preferred stock; no par value; authorized 10,000,000 shares                          -                    -
   Common stock; $.001 par value; authorized 500,000,000
    shares; issued and outstanding 343,981,468 shares in
    2004 (255,081,368 shares in 2003)                                             343,981              255,081
   Common stock to be issued                                                       10,000               15,000
   Additional paid in capital                                                  21,005,771           18,913,171
   Retained deficit                                                           (22,075,686)         (20,086,164)
                                                                         -----------------    -----------------
     Net capital deficiency                                                      (715,934)            (902,912)
                                                                         -----------------    -----------------

                                                                          $       981,506      $       845,576
                                                                         =================    =================
</TABLE>
                             See accompanying notes.
                                        3
<PAGE>
                            NOVA COMMUNICATIONS LTD.

                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                          Three months ended June 30              Six months ended June 30
                                      -----------------------------------   -----------------------------------
                                            2004               2003               2004               2003
                                      ----------------   ----------------   ----------------   ----------------
                                         (restated)                            (restated)

<S>                                   <C>                <C>                <C>                <C>
Revenues                               $        5,550     $            8     $        5,550     $        7,732
Operating expenses                            635,922          1,881,588          2,065,976          2,299,119
                                      ----------------   ----------------   ----------------   ----------------
Net loss from operations                     (630,372)        (1,881,580)        (2,060,426)        (2,291,387)

Other income (expenses):
   Change in fair value of
    derivative liabilities                     66,984                  -             80,677                  -
   Interest expense, net                       (9,773)               (16)            (9,773)           (18,141)
                                      ----------------   ----------------   ----------------   ----------------
     Other income (expense)                    57,211                (16)            70,904            (18,141)
                                      ----------------   ----------------   ----------------   ----------------

Net income from continuing
   operations before provision
   for income taxes                          (573,161)        (1,881,596)        (1,989,522)        (2,309,528)

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


Net loss from continuing
   operations                                (573,161)        (1,881,596)        (1,989,522)        (2,309,528)

Net income (loss) from
   discontinued operations                          -             (8,663)                 -             19,142
                                      ----------------   ----------------   ----------------   ----------------

Net loss                               $     (573,161)    $   (1,890,259)    $   (1,989,522)    $   (2,290,386)
                                      ================   ================   ================   ================



Net income (loss) per common share:
   Continuing operations               $        (.002)    $        (.007)    $        (.007)    $        (.015)
                                      ================   ================   ================   ================
   Discontinued operations             $            -     $            -     $            -     $            -
                                      ================   ================   ================   ================
</TABLE>

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

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                          Three months ended June 30              Six months ended June 30
                                      -----------------------------------   -----------------------------------
                                             2004             2003                 2004              2003
                                      ----------------  -----------------   -----------------  ----------------
                                          (restated)                            (restated)
<S>                                   <C>               <C>                 <C>                <C>
Cash flows from operating activities:

   Net loss from continuing
    operations                         $     (573,161)   $    (1,881,596)    $    (1,989,522)   $   (2,309,528)
   Adjustment to reconcile net
    loss to net cash used in
    operating activities:
     Provision for uncollectible
      note receivable                          16,274                  -              16,274                 -
     Shares issued in
      exchange for
      compensation and
      services                                591,000          1,835,464           1,996,500         2,215,464
     Changes in fair value of
      derivative liabilities                  (66,984)                 -             (80,677)                -
     Changes in assets and
      liabilities:
       Receivables                                  -              1,834                   -               702
       Accounts payable                        (6,024)               (81)             (7,025)          (25,031)
       Accrued liabilities                     30,564             39,175              39,654            94,956
                                      ----------------  -----------------   -----------------  ----------------
                                               (8,331)            (5,204)            (24,796)          (23,437)
Cash flows from discontinued
 operations                                         -              7,944                   -            30,759
Cash flows from investing
 activities:
  Principal repayments on
   notes receivable                             8,600              3,000               8,600             4,403
   Advances paid                                    -                  -            (210,000)                -
                                      ----------------  -----------------   -----------------  ----------------
                                                8,600              3,000            (201,400)            4,403
Cash flows from financing
 activities:
  Advances received from
   related party                                1,000                  -             177,000                 -
  Net financing activities of
   discontinued operations                          -             (5,881)                  -           (11,762)
                                      ----------------  -----------------   -----------------  ----------------
                                                1,000             (5,881)            177,000           (11,762)
                                      ----------------  -----------------   -----------------  ----------------
Net change in cash                              1,269               (141)            (49,196)              (37)
Cash at beginning of period                       986                182              51,451                78
                                      ----------------  -----------------   -----------------  ----------------

Cash at end of period                  $        2,255    $            41     $         2,255    $           41
                                      ================  =================   =================  ================
</TABLE>

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

                   Consolidated Notes to Financial Statements
                                  June 30, 2004


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

         BUSINESS:  Nova  Communications  Ltd.  (the  "Company"  or  "Nova")  is
         incorporated under the laws of the State of Nevada. The Company invests
         in and provides managerial assistance to developing companies.

         BASIS OF CONSOLIDATION:  The consolidated  financial statements include
         the  accounts  of Nova and its 100%  owned  subsidiary  Kadfield,  Inc.
         ("Kadfield").  All  intercompany  accounts and  transactions  have been
         eliminated.

         On July 21, 2003 the Company  decided to dispose of Kadfield.  Kadfield
         has been accounted for as a  discontinued  operation and the results of
         operations  have  been  excluded  from  continuing  operations  in  the
         consolidated statements of operations for all periods presented.

         INTERIM  REPORTING:  The  Company's  year-end  for  accounting  and tax
         purposes is December 31. In the opinion of Management, the accompanying
         consolidated  financial statements as of June 30, 2004 and 2003 and for
         the  three  and six  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 and six months ended June 30, 2004
         and 2003 are not  necessarily  indicative of the results to be expected
         for the full year.

         RESTATEMENT OF CONSOLIDATED  FINANCIAL STATEMENTS TO REFLECT DERIVATIVE
         ACCOUNTING:  The Company has restated  its  previously  issued  interim
         financial statements to reflect additional  non-operating gains related
         to  the   classification   of  and  accounting  for  certain  financial
         instruments with embedded derivative features.

         The  Company  determined  that it had not  accounted  for the  embedded
         conversion  feature of its  convertible  notes  payable as a derivative
         instrument  pursuant  to  SFAS  No.  133,  "Accounting  for  Derivative
         Instruments  and  Hedging   Activities,"  as  amended,   and  Financial
         Accounting  Standards Board's Emerging Issues Task Force ("EITF") Issue
         No. 00-19, "Accounting for Derivative Financial Instruments Indexed to,
         and Potentially Settled in A Company's Own Stock".

         The Company  estimated the fair value of the conversion  feature of its
         notes payable to be $100,475 as of June 30, 2004 and is reported in the
         accompanying  balance sheet as derivative  liabilities.  Under EITF No.
         00-19,  this amount is reported  separate  from the  convertible  notes
         payable as  derivative  liabilities.  Further,  under SFAS No. 133, any
         change in fair  value of  derivative  liabilities  during the period is
         reported as other income or expense in the statement of operations. The
         Company  recognized  other  income  for the  change  in fair  value  of
         derivative  liabilities in the consolidated  statement of operations of
         $66,984  for the three  months  ended June 30, 2004 and $80,677 for the
         six months ended June 30, 2004.

                                        6
<PAGE>
1.       Summary of significant accounting policies (continued)
         ------------------------------------------------------

         CASH FLOWS:  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.

         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.

         DERIVATIVE INSTRUMENTS:  In connection with the issuance of convertible
         notes payable, the terms of certain notes payable provide for principal
         and interest to be converted into an indeterminable number of shares of
         the  Company's  common  stock.  This  variable  conversion  feature  is
         determined to be an embedded derivative  instrument and the Company has
         accounted for these derivatives  pursuant to SFAS No. 133,  "Accounting
         for  Derivative  Instruments  and Hedging  Activities,"  as amended and
         Financial  Accounting  Standards  Board's  Emerging  Issues  Task Force
         ("EITF")  Issue  No.  00-19,   "Accounting  for  Derivative   Financial
         Instruments  Indexed to, and  Potentially  Settled in A  Company's  Own
         Stock".  Under EITF No. 00-19, the estimated fair value of the embedded
         derivative  instrument  is reported  separate from the notes payable on
         the date of issuance as derivative liabilities.

         Derivative  liabilities  are  reported  at fair value as of the balance
         sheet date and any change in fair value  during the period is  reported
         as other income or expense in the statement of operations.

         The Company recognized other income of approximately $67,000 during the
         three  months  ended June 30,  2004 and  $80,700  during the six months
         ended  June  30,  2004  relating  to the  change  in fair  value of its
         derivative liabilities.

         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  322,785,864  for the three months ended
         June 30, 2004  (264,407,336  for the three  months ended June 30, 2003)
         and 305,948,501 for the six months ended June 30, 2004 (157,449,063 for
         the six months  ended  June 31,  2003).  Common  stock to be issued and
         convertible  notes  payable  are not  considered  to be a common  stock
         equivalent  as the  effect  on net  loss  per  common  share  would  be
         anti-dilutive.



                                        7
<PAGE>
1.       Summary of significant accounting policies (continued)
         ------------------------------------------------------

         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
         ----------

         During 2003, the Company  announced  their  intentions to divest of its
         investment in Kadfield, Inc. Also, the Company is currently negotiating
         with several companies in which to invest or acquire.

         The Company  believes the above actions and along with other plans will
         allow them to continue operations and ultimately achieve profitability.
         Until  then,  the  Company  is  dependent  upon its  ability  to obtain
         additional  capital  and debt  financing.  The  consolidated  financial
         statements as of June 30, 2004 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.       Cash flow information
         ---------------------

         Supplemental schedule of noncash financing activities are as follows:

<TABLE>
<CAPTION>
                                          Three months ended June 30              Six months ended June 30
                                      -----------------------------------   -----------------------------------
                                             2004             2003                 2004              2003
                                      ----------------  -----------------   -----------------  ----------------
<S>                                   <C>               <C>                 <C>                <C>
           Common stock
            issued in exchange
            for accrued payroll        $       90,000    $             -     $       180,000    $            -
                                      ================  =================   =================  ================

            Common stock
             issued for long-
             term obligations to
             related parties           $            -    $       625,000     $             -    $      625,000
                                      ================  =================   =================  ================
</TABLE>

4.       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.


                                        8
<PAGE>
5.       Notes payable  subject to conversion into an  indeterminable  number of
         -----------------------------------------------------------------------
         shares of common stock
         ----------------------

         Notes  payable are due one year from the issuance date of the note with
         interest  at a rate  of 8%  per  annum.  The  notes,  including  unpaid
         interest,  are convertible,  in whole or in part, at any time after six
         months from the date of the note at the option of the holder. The notes
         are  convertible  at the option of the  Company  upon ten days  written
         notice after six months from the date of the note or at the time of any
         public  offering by the Company in an aggregate  amount of no less than
         $10,000,000,  or upon any merger or acquisition to which the Company is
         a party.  The notes may be  converted at a price per share equal to 70%
         of the closing bid price of the  Company's  common stock on the date of
         the notice of conversion.  There is no limit on the number of shares of
         common stock that would be required to by issued upon conversion of the
         notes  payable  and the number of shares  required  to be issued  could
         exceed the number of shares of the  Company's  common  stock  currently
         authorized.  The Company would have been  required to issue  49,259,922
         shares of its common stock if the principal and accrued interest of the
         notes were converted as of March 31, 2004.

6.       Payable to related party
         ------------------------

         The  payable to  related  party is due to a company  controlled  by the
         president of the Company.  The  advances  are  unsecured,  non-interest
         bearing,  and due on demand  however,  this  company  has agreed not to
         demand repayment before June 2005.

7.       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.

8.       Common stock
         ------------

         On January 21, 2004, the Board of Directors  authorized the issuance of
         6,000,000  shares  of  common  stock of the  Company  in  exchange  for
         $180,000  of accrued  payroll.  Management  of the  Company  valued the
         shares issued at $.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.

         During the three  months ended March 31,  2004,  the Company  issued an
         aggregate  of  27,350,000  shares of its common  stock in exchange  for
         consulting and management services aggregating $820,500.  Management of
         the Company valued the shares issued at $.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.


                                        9
<PAGE>
8.       Common stock
         ------------

         On May 14,  2004,  the Board of  Directors  authorized  the issuance of
         4,500,000 shares of common stock of the Company in exchange for $90,000
         of accrued payroll.  Management of the Company valued the shares issued
         at $.02 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.

         During the three  months  ended June 30,  2004,  the Company  issued an
         aggregate  of  22,550,000  shares of its common  stock in exchange  for
         consulting and management services aggregating $451,000.  Management of
         the Company valued the shares issued at $.02 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.       Stock based compensation
         ------------------------

         During the three  months  ended  March 31,  2004,  the  Company  issued
         16,000,000  shares of its common stock to its  president and 500,000 to
         an  employee  as  compensation  for  services   aggregating   $495,000.
         Management  of the Company  valued the shares issued at $.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.

         During  the three  months  ended  June 30,  2004,  the  Company  issued
         5,500,000  shares of its common stock to its president and 1,500,000 to
         an  employee  as  compensation  for  services   aggregating   $140,000.
         Management  of the Company  valued the shares issued at $.02 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
<PAGE>
ITEM 2  -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Management's discussion and analysis contains various forward-looking statements
within the meaning of the Securities and Exchange Act of 1934. These statements
consist of any statement other than a recitation of historical fact and can be
identified by the use of forward looking terminology such as "may", "expect",
"anticipate", "estimates", or "continue" or use of negative or other variations
of comparable terminology. We caution that these statements are further
qualified by important factors that could cause actual results to differ
materially from those contained in our forward looking statements, that these
forward looking statements are necessarily speculative, and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in our forward looking statements.

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

RESULTS OF OPERATIONS
---------------------

Six months ended June 30, 2004 compared to the six months ended June 30, 2003
-----------------------------------------------------------------------------
and three months ended June 30, 2004 compared to the three months ended June 30,
--------------------------------------------------------------------------------
2003:

On July 21, 2003 the Company decided to dispose of Kadfield. Kadfield has been
accounted for as a discontinued operation and the results of operations have
been excluded from continuing operations in the consolidated statements of
operations for all periods presented. During the three and six months ended June
30, 2004, management has been devoting its efforts toward identifying business
investment and acquisition opportunities. The Company is currently providing
working capital advances to a business opportunity.

Revenues were $5,550 for the six months ended June 30, 2004 compared to $7,732
for the six months ended June 30, 2003. The decrease of $2,182 is a result of
providing more overall management services in 2003.

Revenues were $5,550 for the three months ended June 30, 2004 compared to $8 for
the three months ended June 30, 2003. The increase is a result of providing more
management services during the three months ended June 30, 2004 then during the
three months ended June 30, 2003.

Operating expenses were $2,065,976 for the six months ended June 30, 2004
compared to $2,299,119 for the six months ended June 30, 2003. The decrease of
$233,143 is a result of incurring less outside consulting services during the
six months ended June 30, 2004 by $218,964.

Operating expenses were $635,922 for the three months ended June 30, 2004
compared to $1,881,588 for the three months ended June 30, 2003. The decrease of
$1,245,666 is a result of incurring less outside consulting services during the
three months ended June 30, 2004 by $1,244,464.






                                       11
<PAGE>
FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------

As of June 30, 2004 compared to December 31, 2003:
-------------------------------------------------

The Company's total assets of $981,506 as of June 30, 2004 increased by $135,930
from those as of December 31, 2003 primarily as a result of two factors. The
Company negotiated a final payment on its notes receivable by reducing the
amount to $8,600 that was received during the three months ended June 30, 2004.
The Company has advanced a business opportunity an aggregate of $210,000 during
the six months ended June 30, 2004.

Payable to related party increased $177,000 during the six months ended June 30,
2004 aggregating $441,232 as of that date. This related party has agreed not to
demand repayment of the advances before August 2005 and unless cash is available
from operations or from a merger, capital stock exchange, asset acquisition, or
other business combination. There can be no assurances that this related party
will continue to provide advances to the Company.


ITEM 3. CONTROLS AND PROCEDURES

As of June 30, 2004 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

(b)              Reports on Form 8-K.
                 -------------------
                 No reports on Form 8-K were filed during the period covered by
                 this report.

                                   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.

May 30, 2006                     ENCOMPASS HOLDINGS, INC.


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

                                 By: /s/ LESLIE I. HANDLER
                                 --------------------------
                                 Leslie I. Handler, President



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