UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~October 133, 2011

ENCOMPASS GROUP AFFILIATES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	000-30486	65-0738251
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification
Incorporation)	Number)

775 Tipton Industrial Dr., Lawrenceville, GA		30046
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~800~~954) ~~432~~474-~~8542~~0325

~~420~~775 ~~Lexington~~Tipton ~~Ave.~~Industrial Drive, ~~New York~~Lawrenceville, NYGA ~~10170~~30046

(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):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.01. ~~Entry~~ ~~Into~~Completion aof ~~Material~~Acquisition ~~Definitive~~or ~~Agreement~~Disposition of Assets.

On ~~May~~October 133, 2011, Encompass Group Affiliates, Inc. (the “Company”) ~~and~~completed ~~its~~the ~~operating~~previously ~~subsidiaries~~announced ~~entered~~sale ~~into~~of ansubstantially ~~Asset~~all ~~Purchase~~of ~~Agreement~~its ~~providing~~assets ~~for~~and the ~~sale~~assets of ~~substantially~~its ~~all~~subsidiaries of(other ~~their~~than ~~assets~~certain inactive subsidiaries) to Encompass Supply Chain Solutions, Inc. (~~the~~“ESCS”), a wholly-owned subsidiary of Sancompass, Inc. (“~~Buyer~~Sancompass”). ~~The~~Sancompass ~~Buyer~~and isESCS aare both newly formed ~~entity~~entities ~~affiliated~~owned ~~with~~by funds advised by Sankaty Advisors, LLC (the “Sankaty Funds”),. The Sankaty Funds were the ~~advisor~~holders toof the ~~Company’s~~senior ~~principal~~and ~~lenders~~subordinated (debt of Encompass Parts Distribution, Inc., a wholly-owned subsidiary of the ~~“Lenders”)~~Company.

~~Under~~The ~~the~~sale was made pursuant to that certain Asset Purchase Agreement, (the ~~Buyer~~“Asset ~~will~~Purchase ~~acquire~~Agreement”), ~~substantially~~dated ~~all~~as of May 13, 2011 by and among the Company’s and its subsidiaries’, ~~assets~~Encompass Parts Distribution, Inc. (~~other~~“EPD”), ~~than~~Cyber-Test, ~~any~~Inc. d/b/a Encompass Service Solutions, Vance Baldwin, Inc. (“Vance Baldwin”), Tritronics, Inc. (“Tritronics”) and Encompass Service Solutions, Inc. (collectively, the “Sellers”) and Sancompass and ESCS. In accordance with the terms of the Asset Purchase Agreement, ESCS acquired substantially all of the assets of the Company and its subsidiaries (other than certain inactive subsidiaries)~~. The~~ ~~Buyer~~in ~~will~~exchange ~~assume~~for the following consideration: (i) the assumption by ESCS of substantially all of the Company’s liabilities and the liabilities of its subsidiaries (including all of the obligations in respect of the senior indebtedness owed to the Sankaty Funds), subject to certain exclusions as set forth in the Asset Purchase Agreement, (ii) the transfer to the Sellers of the subordinated debt held by the ~~Lenders~~Sankaty Funds for cancellation, (iii) a cash payment of $1,000,000; (iv) the issuance to the Company of a 15% common equity interest in Sancompass, and (v) the assumption or discharge of certain of the Sellers’ other liabilities and expenses. The ~~Lenders~~Sankaty ~~will~~Funds ~~contribute~~also surrendered their shares of preferred stock in the Company’s. In addition, the Sellers received preferred equity of Sancompass, which was immediately exchanged for all of the subordinated debt owed by the Company to the ~~Buyer,~~former majority shareholders of Vance Baldwin and Tritronics. The sale of substantially all of the ~~Buyer~~Company’s ~~will~~assets ~~contribute~~and those of its subsidiaries described in the ~~subordinated~~Asset ~~debt~~Purchase Agreement is referred to herein as the “Sale Transaction.” The amount of consideration received by the Company was based on the determination that the purchase price paid by ESCS, ~~making~~together ~~Encompass~~with ~~both~~ESCS’ assumption of the ~~debtor~~assumed ~~and~~liabilities, ~~creditor~~was equal to the aggregate value of the assumed liabilities, ~~effectively~~including, ~~extinguishing~~without limitation, the ~~subordinated~~aggregate principal amount of any and all debt~~. In~~ ~~addition,~~securities and other financial instruments included therein and any accrued interest thereon.

·Because ~~The~~the ~~Buyer~~liquidation ~~will~~preference ~~assume~~and ~~all~~accrued dividends of the Company’s ~~other~~preferred ~~liabilities~~stock ~~except~~exceeds ~~for~~$11,000,000, ~~specified~~the ~~excluded~~Company ~~liabilities~~will distribute Sancompass’ common stock to the holder (asACT-DE, ~~described~~LLC) ~~below~~of the Company’s senior ranking preferred stock (Series C Preferred) as soon as possible after the transaction, consistent with Florida corporation law.

·The Company now has no operations or operating assets. The ~~Buyer~~Company’s assets/liabilities going forward will ~~pay~~consist $1solely of cash remaining after payment of expenses of the transaction and liabilities not assumed or reimbursed by ESCS. The Company also holds shares of Sancompass common stock; however,~~000~~ as stated above,~~000~~ the Company will distribute the Sancompass common stock to the holders of the Company’s preferred stock as soon as possible, consistent with the Florida corporation law. Therefore, the Company’s common shareholders have no economic interest in the Sancompass common stock. The Company does not anticipate a material amount of cash ~~purchase~~will ~~price~~remain after payment of expenses and non-assumed liabilities. The Sale Transaction will not result in any distribution to common shareholders of the Company.

·A ~~The~~description ~~Company~~of ~~will~~the ~~receive~~Asset ~~common~~Purchase ~~equity~~Agreement can be found in the ~~Buyer’s~~definitive ~~parent~~proxy ~~company~~statement (filed by the ~~“Parent”)~~Company on September 15, ~~also~~2011, which is incorporated by reference herein. Such description is a ~~newly~~summary ~~formed~~only ~~entity~~and ~~affiliated~~is ~~with~~qualified in its entirety by the ~~Lenders~~full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 ~~The~~to ~~equity~~the Company’s Current Report on Form 8-K filed on May 19, 2011 and is ~~discussed~~incorporated ~~further~~by ~~below~~reference herein.

·Item ~~The~~302 ~~Buyer~~Unregistered ~~will~~Sales ~~reimburse up to $150,000~~ of ~~the~~Equity ~~Company’s transaction expenses, and will contribute a scheduled amount to the settlement of certain liabilities.~~Securities

·On ~~The~~May ~~Lenders~~23, ~~will~~2011, ~~surrender~~the ~~their~~former ~~equity~~shareholders ~~interests~~of inVance ~~Encompass.~~Baldwin ~~Currently~~and Tritronics (collectively, the ~~Lenders~~“Note ~~own~~Holders”) ~~shares~~entered ofinto Seller Note Exchange Agreements with the Company’s ~~Series~~pursuant Cto ~~Preferred~~which, ~~Stock~~following ~~and~~the ~~Series~~closing Eof ~~Preferred~~the ~~Stock~~Asset Purchase Agreement, asthe ~~well~~Company aswould ~~warrants~~transfer to ~~acquire~~the ~~shares~~Note Holders all of the nonparticipating preferred equity of Sancompass that the Company received under the Asset Purchase Agreement, and the Note Holders would transfer to the Company the subordinated promissory notes that the Company issued to the Note Holders in connection with the Company’s ~~common~~acquisition ~~stock~~of atthose asubsidiaries. The ~~nominal~~amount, ~~price~~including accrued and unpaid interest, owed on each of the promissory notes was $1,021,479.50 as of May 23, 2011.

·On ~~The~~October ~~Company~~3, is2011, ~~expected~~immediately tofollowing ~~receive~~the ~~preferred~~closing ~~equity~~ of the ~~Buyer’s~~Sale ~~parent~~Transaction, ~~which~~the isSellers ~~then~~received ~~expected~~preferred toequity beof Sancompass, which was immediately exchanged for all of the subordinated debt owed by the Company to the ~~former~~Note ~~majority~~Holders. Specifically, ~~shareholders of~~ the Company’s ~~subsidiaries,~~transferred ~~Vance Baldwin~~1, ~~Inc~~839.,736 ~~and~~shares ~~Tritronics,~~of ~~Inc.~~Series ~~(the~~B ~~“Baldwin/Tritronics~~Preferred ~~Parent~~Stock ~~Equity”)~~and 262.820 ~~This~~shares ~~subordinated~~of ~~debt~~Series ~~(approximately~~C $2Preferred Stock,~~045,000~~ in the aggregate), ~~was~~to ~~issued~~the asNote ~~part~~Holders ofin exchange for the ~~purchase~~subordinated ~~price~~promissory ~~for~~notes, ~~those~~which ~~subsidiaries~~were satisfied in full, including all accrued and unpaid interest thereon.

~~Excluded~~The ~~liabilities~~exchange was exempt from registration under the Securities Act of 1933, in reliance upon Sections 4(1) and 4(2) thereof. The Company believes that each of the former majority shareholders of Vance Baldwin and Tritronics is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act. The certificates issued for the shares include: a legend to indicate that they are restricted. The transaction did not involve the use of underwriters, and no commissions were paid in connection therewith.

·The foregoing description of the ~~debt~~Seller ~~held~~Note byExchange ~~the~~Agreements ~~former~~is ~~Tritronics~~a summary only and ~~Vance~~is ~~Baldwin~~qualified ~~shareholders~~in ~~(which~~its isentirety ~~expected~~by tothe befull ~~cancelled~~text inof ~~exchange~~the ~~for~~Seller Note Exchange Agreements, the ~~Baldwin/Tritronics~~forms ~~Parent~~of ~~Equity~~which are attached as ~~described~~Exhibit ~~above);~~E to the Asset Purchase Agreement and are incorporated by reference herein.

·Item ~~any~~5.02 ~~obligations~~Departure toof ~~the~~Directors ~~Company’s~~or ~~former~~Certain ~~CEO,~~Officers; ~~Wayne~~Election ~~Danson,~~of ~~arising~~Directors; ~~from~~Appointment ~~pending~~of ~~litigation~~Certain ~~between~~Officers; ~~Mr.~~Compensatory ~~Danson~~Arrangements ~~and the Company regarding the termination~~ of ~~his~~Certain ~~employment;~~Officers.

·On ~~any~~October ~~obligations~~3, to2011, ~~Mr.~~in ~~Danson~~connection with the closing of the Asset Purchase Agreement and the consummation of the Sale Transaction, ~~arising~~the ~~from~~following adirectors ~~letter~~of ~~agreement~~the ~~between~~Company resigned their positions with the Company and Mrits subsidiaries: John R. ~~Danson~~Black, ~~executed~~Gerald inE. Wedren, Thomas R. Ketteler and Wilbank J. Roche. In addition, the ~~2007~~following officers resigned their positions with the Sellers: Robert B. Gowens (Interim Chief Executive Officer of the Company), ~~relating~~Robert toCoolidge ~~$310~~(President of EPD),~~000~~ inKim ~~accrued~~Wagner ~~consulting~~(Executive ~~fees;~~Vice President of EPD) and Thomas Sutlive (President of Cyber-Test, Inc. d/b/a Encompass Service Solutions).

·John aG. ~~note~~Ball inand ~~the~~William ~~principal~~J. ~~amount~~Nolan, ~~of $206~~IV,~~000~~ ~~held~~will byremain as directors of the Company’s ~~counsel;~~and its subsidiaries.

·In ~~transaction~~connection ~~expenses~~with and effective upon the completion of the Sale Transaction on October 3, 2011, John G. Ball was appointed President of the Company and each of its subsidiaries. Mr. Ball has served as a director of the Company since August 2007. He is a cofounder and principal of XRoads Solutions Group, a professional services firm formed in ~~excess~~1997, where he leads the services and manufacturing practices. While at XRoads, he was involved in leading and advising a number of temporary staffing firms. Prior to XRoads, Mr. Ball was a partner of High Performance Partners, a firm of financial, strategic planning, marketing and turnaround consultants, from 1989 to 1997. Mr. Ball served as a director of Westaff, Inc., a publicly-traded light industrial staffing business based in California, from May 2007 to April 2009. Mr. Ball will receive annual compensation of $~~150~~15,000; for his services as director and annual compensation of $10,000 for his services as President.

·Item ~~liabilities~~5.07. toSubmission ~~employees,~~of ~~unless~~Matters ~~the liability is caused or increased by the Buyer’s failure~~ to ~~offer~~a ~~employment~~Vote toof ~~any~~Security ~~Encompass employee; and~~Holders.

·The ~~the~~Company held a special meeting of shareholders on October 3, 2011. The Company’s oroutstanding ~~its~~common ~~subsidiaries’~~stock, ~~tax~~Series ~~liabilities~~C Preferred Stock and Series D Preferred Stock voted together (on an as-converted basis) as a single class on all proposals. Each share of common stock entitled the holder thereof to one vote on all matters submitted to the shareholders. As of the record date, each share of Series C Preferred Stock had the same voting rights as 85,795,880 shares of common stock; and each share of Series D Preferred Stock had the same voting rights as 8,633,548 shares of common stock. . At the meeting, the following matters were voted on, and the following votes were cast (on an as-converted basis), by the shareholders:

AThe ~~portion~~sale of ~~the~~substantially ~~purchase~~all ~~price~~of ~~($350,000)~~the ~~will~~Company’s beassets ~~placed~~and inthe ~~escrow~~assets toof ~~cover~~its ~~the~~subsidiaries ~~Company’s~~pursuant ~~indemnification~~to ~~obligations under~~ the Asset Purchase Agreement~~. In~~, ~~addition~~dated May 13, 2011 by and among (i) the Company, ~~will~~(ii) bethe ~~prohibited~~Company’s ~~from~~subsidiaries, ~~making~~Encompass ~~any~~Parts ~~cash~~Distribution, ~~distributions~~Inc., toCyber-Test, ~~shareholders~~Inc., orVance ~~payments~~Baldwin, toInc., ~~affiliates~~Tritronics, ~~for~~Inc. ~~two~~and ~~years~~Encompass ~~after~~Service ~~closing~~Solutions, ~~under~~Inc., ~~the~~(iii) ~~Asset~~Sancompass, ~~Purchase Agreement~~Inc. ~~The~~ ~~Company~~and ~~will~~(iv) beEncompass ~~required~~Supply toChain ~~indemnify~~Solutions, ~~the~~Inc. ~~Buyer~~(referred ~~for~~to ~~any~~herein ~~losses~~as ~~and~~the ~~expenses~~“Sale ~~arising~~Transaction”), ~~from:~~was approved.

· a breach of any representation or warranty by the Company relating to employee benefits or taxes;

For		Against		Abstain		Broker Non-Votes
78,546,028,842.2		134,403,009		19,772,490		0

·The aamendment ~~breach~~of orthe ~~violation~~Company’s Restated Articles of ~~any~~Incorporation, ~~covenant~~as ofpreviously amended, to change the Company’s ~~relating~~name from Encompass Group Affiliates, Inc. to ~~taxes;~~“Re-act Enterprises, Inc.” in the event the transaction proposed in Proposal No. 1 is consummated, was approved. The name change will be effective upon the filing of the amendment with the Florida Secretary of State.

· the excluded liabilities; and

For		Against		Abstain		Broker Non-Votes
78,584,085,047.2		96,446,134		19,673,160		0

· certain claims arising from the bankruptcy proceeding relating to Circuit City Stores, Inc. in the United States Bankruptcy Court for the Eastern District of Virginia in which Tritronics and Vance Baldwin were named as defendants in adversary proceedings in November 2010.

The Company’s indemnification liability is limited to an amount equal to the sum of the following: (1) the escrow amount, (2) cash on hand to the extent it exceeds claims payable to third parties, and (3) distributions to shareholders or payments to affiliates made in contravention of the Asset Purchase Agreement.

The closing of the transactions contemplated by the Asset Purchase Agreement is subject to a number of conditions, including:

· the representations and warranties of the parties being true and correct in all material respects at closing,

· there being no material breaches of the terms of the Asset Purchase Agreement,

· absence of any litigation or other legal requirement prohibiting the consummation of the transaction or preventing the Buyer from owning the purchased assets,

· certain third party consents,

· requisite shareholder approval (as described in more detail below),

· the completion of arrangements to effect the exchange of the Baldwin/Tritronics Parent Equity received by the Company for the subordinated debt held by the former Tritronics and Vance Baldwin shareholders,

· the completion of the terms of the preferred and common equity arrangements for the Parent,

· the execution by H.I.G. Capital, L.L.C. of a non-competition agreement, and

· certain other customary closing conditions.

An exhibit to the Asset Purchase Agreement provides a summary of the Parent’s capitalization after closing. The common stock in the Parent that the Company will receive will represent a 15% interest in the common equity of the Parent, but there will be approximately $10 million in secured debt and at least $33 million in preferred equity senior to the common stock the Company will receive. Therefore, the Company does not place any significant value on the common stock. This exhibit includes a description of the Parent equity to be exchanged for the Company’s notes held by the former Tritronics and Vance Baldwin shareholders, who have not yet approved the terms of the exchange. If the former Tritronics and Vance Baldwin shareholders have not agreed to those terms by June 7, 2011, the Company will have an option to terminate the Asset Purchase Agreement.

The Company may terminate the Asset Purchase Agreement if, before the closing, it enters an acquisition agreement with a third party that provides, on terms reasonably acceptable to the Buyer, for payment in full of the senior and subordinated notes held by the Lenders. As of March 31, 2011, that amount was approximately $37,000,000. In the event the Asset Purchase Agreement is terminated on this basis, the Company must reimburse Buyer’s transaction expenses. The financial advisor to the Special Committee of the Board of Directors, Cassel Salpeter & Co., has been authorized to contact parties who may have an interest in acquiring the Company or its assets.

The Company’s Board of Directors approved the Asset Purchase Agreement after receiving the recommendation of a Special Committee of the Board. The Special Committee was advised by Cassel Salpeter & Co., who rendered an opinion that the transaction contemplated by the Asset Purchase Agreement is fair to the Company, from a financial point of view. The Special Committee consists of all of the Company’s directors who are not affiliated with the Company’s majority shareholder. No members of the Company’s management currently serve on its Board of Directors. The Special Committee will evaluate any potential alternative transaction brought to its attention by Cassel Salpeter & Co.

If the transactions contemplated in the Asset Purchase Agreement and the exchange of the Baldwin/Tritronics Parent Equity for the subordinated debt held by the former Tritronics and Vance Baldwin shareholders (as described above) are effected, the Company’s assets/liabilities would consist of cash remaining after payment of expenses of the transaction in excess of $150,000 and liabilities not assumed by the Buyer, as well as the common stock of the Parent described above. The Company does not anticipate a material amount of cash will remain after payment of expenses and non-assumed liabilities. The liquidation preference and accrued dividends of the Company’s preferred stock exceeds $11,000,000. Therefore the transactions contemplated by the Asset Purchase Agreement will not result in any distribution to common shareholders.

The transactions contemplated by the Asset Purchase Agreement are expected to permit the business currently conducted by the Company to operate profitably with reduced debt and a more favorable capital structure. As the Company will be divested of its business as assets, however, those improvements will not benefit the Company or its shareholders.

The Asset Purchase Agreement requires shareholder approval. The Company intends to set a date for a special meeting of the shareholders in the near future. The Company will circulate a proxy statement in connection with that meeting which will describe the Asset Purchase Agreement in more detail. All classes of the Company’s voting preferred stock will vote together with the common stock as one class, with each share of preferred stock entitled to cast a number of votes equal to the number of common shares into which it can be converted. Because of this, the holder of a majority of the Company’s outstanding Series C Preferred Stock, ACT-DE, LLC, has sufficient votes to approve the Asset Purchase Agreement without the vote of any other shareholders. ACT-DE, LLC has committed to vote for approval of the Asset Purchase Agreement pursuant to a Voting Agreement between ACT-DE, LLC and the Buyer.

The foregoing description of the Asset Purchase Agreement, the exhibits thereto and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Asset Purchase Agreement and exhibits thereto, which are filed as Exhibit 10.1 to this report and are incorporated herein by reference in their entirety.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Exhibit Description
Exhibit Number		Description
10.1	~~Asset Purchase Agreement among the Company, its subsidiaries, Sancompass, Inc. and Encompass Supply Chain Solutions, Inc. dated as of May 13, 2011, including exhibits thereto.~~	Asset Purchase Agreement among the Company, its subsidiaries, Sancompass, Inc. and Encompass Supply Chain Solutions, Inc. dated as of May 13, 2011, including exhibits thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2011.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes statements about finances, expectations, plans and prospects of Encompass Group Affiliates, Inc. (the “Company”) and its subsidiaries that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s current plans, estimates and expectations. Some forward-looking statements may be identified by use of terms such as “anticipate,” “intend,” “expect,” “plan,” “may,” “could,” “will,” “estimate,” “potential,” and similar words, terms or statements of a future or forward-looking nature. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements.

Risks and uncertainties relating to the proposed asset sale include the risks that: (1) the Company will not obtain the requisite shareholder or regulatory approvals for the transaction; (2) the anticipated benefits of the transaction will not be realized; and (3) the conditions to the closing of the proposed transaction may not be satisfied or waived. If one or more of these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results and outcomes may vary materially from those described herein. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the preliminary proxy statement to be filed by the Company with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.

For further information regarding cautionary statements and factors affecting future results, please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q filed subsequent to the Annual Report and other documents filed by the Company with the SEC, and the preliminary proxy statement that will be filed by the Company. The Company expects to file its Annual Report on Form 10-K for the year ended June 30, 2010 and its Quarterly Reports on Form 10-Q for the two most recent fiscal quarters as soon as practicable. The Company undertakes no obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise.

Important Information for Investors and Stockholders

This Current Report on Form 8-K release relates to the proposed sale of substantially all of the Company’s assets pursuant to the Asset Purchase Agreement that will become the subject of a preliminary proxy statement to be filed by the Company with the SEC. This Current Report on Form 8-K is not a substitute for the preliminary proxy statement that the Company will file with the SEC or any other document that the Company may file with the SEC or may send to its stockholders in connection with the proposed action. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE PROXY STATEMENT AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROPOSED ASSET SALE. All documents, when filed by the Company, will be available free of charge at the SEC’s website (www.sec.gov).

Participants in the Solicitation

The Company and its respective directors and executive officers may be deemed under the rules of the SEC to be participants in the solicitation of proxies from the stockholders of the Company. A list of the names of those directors and executive officers and descriptions of their interests in the Company will be contained in the preliminary proxy statement which will be filed by the Company with the SEC. Stockholders may obtain additional information about the interests of the directors and executive officers in the proposed action by reading the preliminary proxy statement when it becomes available.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENCOMPASS GROUP AFFILIATES, INC.
Dated: May 19, 2011	By:	/s/ Robert B. Gowens
Dated: October 6, 2011	By:	/s/ John G. Ball
		Interim President and Chief Executive Officer
		President

EXHIBIT INDEX

Exhibit No.		Exhibit Description
Exhibit Number		Description
10.1	~~Asset Purchase Agreement among the Company, its subsidiaries, Sancompass, Inc. and Encompass Supply Chain Solutions, Inc. dated as of May 13, 2011, including exhibits thereto.~~	Asset Purchase Agreement among the Company, its subsidiaries, Sancompass, Inc. and Encompass Supply Chain Solutions, Inc. dated as of May 13, 2011, including exhibits thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2011.

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