ROBERT C. LASKOWSKI

ATTORNEY AT LAW

520 S.W. YAMHILL

SUITE 600

PORTLAND, OREGON 97204-1329

RCL@ROBLAW.US

TELEPHONE

(503)241-0780

February 1, 2010

FACSIMILE

(503) 227-2980

Mark Rakip

Staff Accountant

United States Securities & Exchange Commission

100 F Street NE

Washington, D.C. 20549

Encompass Holdings, Inc.

Item 4.01 Form 8-K

Filed January 27, 2010

File No. 0-31451

Dear Mr. Rakip

On behalf of the referenced registrant, we are responding to your comment letter of January 29, 2010. The registrant has amended the subject 8K report as indicated in the attachment hereto to include the additional disclosures required by Regulation S-K Item 304 (a)(2). The amended 8-K report also includes an updated letter from the former accountants as Exhibit 16.1.

The Registrant acknowledges that:

the Registrant is responsible for the adequacy and accuracy of the disclosures in the filings;

staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action under the federal securities laws of the United States; and

the Registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mark Rapik

Staff Accountant

February 1, 2010

Page 2

If you have any further questions or comments concerning either the responses contained in this letter or the amended reports filed herewith, please let us know.

		Very truly yours,
		Robert C. Laskowski

/rcl

enclosure

ENCOMPASS HOLDINGS, INC. 8-K/A