UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: March 31, 2006
Date of earliest event reported: March 28, 2006
ENCOMPASS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-82608 95-4756822
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1005 Terminal Way, Suite 110, Reno, NV 89502-2179
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (775) 324-8531
NOVA COMMUNICATIONS, INC.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On March 28, 2006, the registrant completed the acquisition, through its second-
tier subsidiary, Rotary Engine Technologies, Inc., ("RETI"), of certain assets
of Rotary Engines, Inc., a privately-held company headquartered in Florida
("REI"). The acquisition of these assets will allow the registrant, through RETI
to develop and manufacture rotary engines for industrial and marine
applications.
The purchase price of the assets acquired consists of the registrant's
convertible promissory note ("Note") in the principal amount of $2,960,000. The
Note is convertible at the option of REI into common stock of the registrant
with a market value not to exceed $2,960,000, plus accrued interest, based on
the closing bid price of the registrant's common stock as quoted on the OTC
Bulletin Board on March 28, 2006.
In addition to the Asset Acquisition Agreement with REI, RETI entered into a
Consulting Agreement with Scott Webber and an Employment Agreement with Larry
Cooper. Mr. Webber and Mr. Cooper were the controlling shareholders of REI.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On March 28, 2006, the registrant completed the acquisition, through its
second-tier subsidiary, Rotary Engine Technologies, Inc., ("RETI") of certain
assets of Rotary Engines, Inc., a privately-held company headquartered in
Florida ("REI"). The acquisition of these assets will allow the registrant,
through RETI to develop and manufacture rotary engines for industrial and marine
applications.
The purchase price of the assets acquired consists of the registrant's
convertible promissory note ("Note") in the principal amount of $2,960,000. The
Note is convertible at the option of REI into common stock of the registrant
with a market value not to exceed $2,960,000, plus accrued interest, based on
the closing bid price of the registrant's common stock as quoted on the OTC
Bulletin Board on March 28, 2006.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 27, 2005, the registrant reported that it had completed the
acquisition, through its wholly-owned subsidiary, Nacio Systems, Inc., of all of
the assets of Nacio Systems, Inc., a California corporation (
Nacio-California"), based in Novato, California. Pursuant to the terms of the
Asset Purchase Agreement, registrant has now issued 6,896,552 shares of its
common stock to Nacio California.
The shares were issued in reliance on the exemption from the registration
requirements of the Securities Act of 1933 pursuant to section 4(2) thereof. The
issuance of the shares was pursuant to a negotiated transaction not involving a
public offering.
After the issuance of the shares to Nacio-California, the registrant will have
18,842,459 shares of common stock issued and outstanding.
ITEM 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial statements are not included with this initial report. Any required
financial statements of the business acquired, or pro forma financial statements
required by Article 11 of Regulation S-X, will be filed in a subsequent report
within 71 days of the date of this initial report.
EXHIBIT NO. DESCRIPTION
10.1 Asset Acquisition Agreement
10.2 Consulting Agreement with Scott Webber
10.3 Employment Agreement with Larry Cooper
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Encompass Holdings, Inc.
By: /s/ ARTHUR N. ROBINS
Chief Executive Officer
Dated: March 31, 2006