UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________


FORM 10-Q


xSQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2012
OR
o£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________________ to ______________

ENCOM GROUP,

Encom Group, INC.

(Exact Name of RegistrantCompany as Specified in Charter)


Nevada 000-54277 27-1519178
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)


12300 Dundee Court,3330 South Federal Highway, Suite 203, Houston, Texas220, Boynton Beach, Florida 77429
(Address of principal executive offices) (Zip Code)


Registrant’sCompany’s telephone number, including area code:(281) 369-4063(561) 289-4161

Eastern World Solutions Inc.

NA

(Former Name or former address, if changed since last report.)


Indicate by check mark whether the registrantCompany (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantCompany was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     YesxS Noo£

Indicate by check mark whether the registrantCompany has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantCompany was required to submit and post such files).   Yesx£ No  oS

Indicate by check mark whether the registrantCompany is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

    
Large accelerated filer  o£
Accelerated filer  o£
Non-accelerated filer  o£
(Do not check if a smaller reporting company)
Smaller reporting company  xS

Indicate by check mark whether the registrantCompany is a shell company (as defined in Rule 12b-2 of the Exchange Act)

YesYes xS Noo£

The number of common shares of the registrant,Company, par value US$ .00001 per share, outstanding at May 15,August 13, 2012 was 11,500,000.11,500,000

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Encom Group, INC.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31,JUNE 30, 2012

INDEX

PART I – FINANCIAL INFORMATION

Page
Item 1Financial Statements3Page
 Condensed Consolidated Balance Sheets (Unaudited) at March 31,June 30, 2012 and December 31, 20113
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Quarter ended March 31, 2012 and March 31, 20114
 Condensed Consolidated Statements of Expenses (Unaudited) for the Three and Six Months ended June 30, 2012 and June 30, 20115
Statements of Cash Flows (Unaudited) for the QuarterSix Months ended March 31,June 30, 2012 and March 31,June 30, 201156
 Notes to the Condensed Consolidated Financial Statements67
   
Item 2Managements DiscussionManagement’sDiscussion and Analysis of Financial Condition and Results of Operations8
Item 3Quantitative and Qualitative Disclosures about Market Risk1210
Item 4Controls and Procedures1211
   

PART II – OTHER INFORMATION

 
Item 1Legal Proceedings1311
Item 2Unregistered Sales of Equity Securities and Use of Proceeds1311
Item 3Defaults Upon Senior Securities1311
Item 4Mine Safety Disclosures1312
Item 5Other Information1312
Item 6Exhibits1312
   
 Signature1412

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FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Among the factors that could cause actual results to differ materially from the forward-looking statements are the following: the Company’s ability to obtain necessary capital, the Company’s ability to meet anticipated development timelines, the Company’s ability to protect its proprietary technology and knowhow; the Company’s ability to identify and develop a network of licensed physicians, the Company’s ability to establish a global market, clinical trial results, the Company’s ability to successfully consummate future acquisitions and such other risk factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those filed with this Form 10-Q quarterly report. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

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Encom Group, INC.

BALANCE SHEETS

(ADEVELOPMENT STAGE COMPANY)

(Unaudited)

  June 30, 2012 December 31, 2011
     
ASSETS    
Current assets        
Cash $—     12,039 
         
Total current assets  —     12,039 
         
Total assets $—    $12.039 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current liabilities        
Accounts payable and accrued expense $—    $1,569 
Accrued liabilities- related party  —     1,319 
Total current liabilities  —     2,888 
         
Stockholders’ equity        
Preferred stock $0.00001 par value: 100,000,000 shares Authorized, none issued and outstanding  —     —   
Common stock, $0.00001 par value 100,000,000 shares authorized, 11,500,000 issued and outstanding  115   115 
Additional paid-in capital  76,304   74,985 
Accumulated deficit  (76,419)  (65,949)
Total stockholders’ equity  —     9,151 
         
Total liabilities and stockholders’ equity $—    $12,039 

The accompanying notes are an integral part of the unaudited financial statements

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Encom Group, INC.

STATEMENTS OF EXPENSES

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED)

  Three Months Ended Six Months Ended From December 18, 2009 (Inception)
  June 30, June 30, Thru June 30,
  2012 2011 2012 2011 2012
           
General & administrative expenses  368   4,699   10,470   18,129   75,100 
                     
Loss from operations  (368)  (4,699)  (10,470)  (18,129)  (75,100)
                     
Other income (expense)                    
Interest expense  —     —     —     —     (1,319)
Total other income(expense)  —     —     —     —     —   
                     
Net loss $(368) $(4,699) $(10,470)  (18,129)  (76,419)
                     
Income(Loss) per common share                    
Basic and diluted $(0.00) $(0.00) $(0.00) $(0.00)    
                     
Weighted average number of common shares outstanding basic and diluted  11,500,000   11,500,000   11,500,000   11,500,000     

The accompanying notes are an integral part of the unaudited financial statements

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2

PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

ENCOM GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
  March 31, 2012  December 31, 2011 
ASSETS      
       
CURRENT ASSETS      
Cash $368  $12,039 
Accounts Receivable  -   - 
         
TOTAL CURRENT ASSETS  368   12,039 
         
Property and Equipment  150,000   - 
         
TOTAL ASSETS $150,368  $12,039 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
CURRENT LIABILITIES        
Accounts payable and accrued expenses $-  $2,888 
         
TOTAL CURRENT LIABILITIES  -   2,888 
         
Long-Term Debt  150,000   - 
         
TOTAL LIABILITIES  150,000   2,888 
         
COMMITMENTS AND CONTINGENCIES  -   - 
         
STOCKHOLDERS' EQUITY        
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued and outstanding  -   - 
Common stock, $0.00001 par value; 100,000,000 shares authorized, 11,500,000 shares issued and outstanding  115   115 
Additional paid-in capital  74,985   74,985 
Accumulated Deficit  -   - 
Deficit Accumulated During Development Stage  (74,732)  (65,949)
TOTAL STOCKHOLDERS' EQUITY  368   9,151 
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $150,368  $12,039 
See accompanying notes to the condensed consolidated financial statements\
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ENCOM GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(UNAUDITED)
  
For the
Three Months ended
March 31, 2012
  
For the
Three Months ended
March 31, 2011
  
From
December 18, 2009 (Inception) thru
March 31, 2012
 
REVENUES         
Sales $-  $-  $- 
Total Revenues  -   -   - 
             
OPERATING EXPENSES            
Cost of Sales            
General and Administrative  8,783   13,431   74,732 
Total Expenses  8,783   13,431   74,732 
             
LOSS FROM OPERATIONS  (8,783)  (13,431)  (74,732)
             
OTHER INCOME (EXPENSE)  -   -   - 
             
LOSS BEFORE TAXES  (8,783)  (13,431)  (74,732)
             
INCOME TAX EXPENSE  -   -   - 
             
NET LOSS AND COMPREHENSIVE LOSS $(8,783) $(13,431) $(74,732)
             
BASIC AND DILUTED NET LOSS PER SHARE nil  nil  nil��
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED  11,500,000   11,500,000   11,500,000 
See accompanying notes to the condensed consolidated financial statements
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ENCOM GROUP, INC.
CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

(A DEVELOPMENT STAGE COMPANY)

(UNAUDITED)

  
For the
Three Months ended
March 31, 2012
  
For the
Three Months ended
March 31, 2011
  
From
December 18, 2009 (Inception) thru
March 31, 2012
 
Cash Flow
            
Net Loss $(8,783) $(13,431) $(74,732)
Other Assets  -   1,550   - 
Current Liabilities  (2,888)  1,160   - 
Other Liabilities  -   -   - 
Operating  (11,671)  (10,721)  (74,732)
             
Acquisitions, Net  -   -   - 
CapEx  -   -   - 
   -   -   - 
Investing  -   -   - 
             
Financing Activities - Bridge  -   -   - 
Proceeds from Sales of Stock  -   -   75,100 
Partner Contributions  -   -   - 
Distributions to minority interest partner          - 
Financing  -   -   75,100 
             
Beginning Cash  12,039   38,004   - 
Change In Cash  (11,671)  (10,721)  368 
             
Ending Cash $368  $27,283  $368 
             
             
Supplemental Disclosure of Non-Cash Activities:            
Software license obtained through assumption of note $150,000  $-  $150,000 
See

 Six Months
Ended June 30
 From December 31, 2009 (Inception) thru June 30,
  2012 2011 2012
Cash Flows From Operating Activities:            
Net loss $(10,470) $(18,129)  (76,419)
Adjustments to reconcile net loss to net cash used in operating activities:            
Changes in operating assets and liabilities:            
Accounts payable  (1,569)  1,550   —   
Accrued expense  —     (686)  1,319 
             
Net cash used in operating activities  (12,039)  (17,265)  (75,100)
             
Cash Flows From Financing Activities:            
Proceeds from notes payable – related parties  —     —     35,000 
Payments on notes payable – related parties  —     —     (35,000)
Sale of common stock  —     —     75,100 
             
Net cash provided by financing activities  —     —     —   
             
Net increase (decrease) in cash  (12,039)  38,004   —   
Cash at beginning of period  12,039   —       
Cash at end of period $—    $20,739   —   
Supplemental schedule of cash flow information:            
Interest paid $—    $—       
Income taxes paid $—    $—       

The accompanying notes toare an integral part of the condensed consolidatedunaudited financial statements

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ENCOM GROUP, INC.

UNAUDITED

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31,

(A DEVELOPMENT STAGE COMPANY)

JUNE 30, 2011


UNAUDITED

NOTE 1 – BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS


The accompanying unaudited consolidated financial statements include the accounts ofEncom Group, Inc. (“Encom”) and its wholly owned subsidiaries.These financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information using the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnote disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011.References to "Encom""Encom” the "Company," "we," "us," "our" and "ours" refer to Encom Group, Inc.


The operating results presented for the three and six months ended March 31,June 30, 2012 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2012.


Encom Group’s

Encom’s balance sheet information for the year endedas of December 31, 2011 was derived from the 2011 audited consolidated financial statements but does not include all disclosures in accordance with U.S. GAAP.


Encom Group, Inc. is an early stage company and was organized to engage in creating, marketing and selling of proprietary engagement marketing technologies and or acquiring complementary technologies and or other companies focused on the development and marketing of such technologies.

The Company was incorporated in the State of Nevada on December 18, 2009 under the name Eastern World Solutions, Inc. The founding management group and Board of Directors planned to develop a website (www.skiwear4you.com) that would offer skiwear at retail prices to customers ordering online.


By February of 2012, other than reserving the domain name, founding management had not commenced development of a website nor advanced the business plan past the conceptual stage. After further consideration, the founding Board of Directors, management group, and shareholders determined that its business plan was not feasible and decided to suspend operations. Consequently, the Board of Directors decided to seek out a purchaser for the business.


Accordingly, in

On March of27, 2012, by unanimous consent, the Company’s former shareholders entered into a Stock Purchase Agreement and a contribution agreement with Select Media Assets, LLC and certain other entities whereby all but 25,000 sharesmajority ownership of the issuedCompany was sold to another group and outstanding common stockon April 16, 2012 a merger with a private company was transferred toannounced. Actual control of the private company was never consummated and on June 19, 2012, another change of control occurred and the new shareholders for a total purchase priceofficers and directors of $290,000the Company resigned and were replaced by different officers and directors. The new officers are in the contributionprocess of developing a business plan developed by Encom Group, Inc.  The contributed business plan included all contracts, preliminary relationships and potential relationships and this portionto further the value of the consideration was exchange for approximately 61% ofCompany. Such a plan includes the total issuedseeking out and outstanding shares transferred pursuant to these agreements. The former shareholders further agreed, asacquiring a condition to the Stock Purchase Agreement, to accept $150,000 in cash and defer final payment of $140,000 for up to a maximum of six months from the execution date of the Stock Purchase Agreement.  Since there was no trading market for the Company’s stock at the time, we assigned no value to the transaction.

On April 16, 2012 the registrant merged its wholly-owned Nevada subsidiary, Encom Group, Inc. with and into itself (with the registrant being the surviving corporation), and in connection with such merger changed its name from Eastern World Solutions Inc. tobusiness that of the subsidiary, Encom Group, Inc. Except for the change in the Company's name, there were no other changes to the registrant's Articles of Incorporation.
Encom unites businesswould affectively combine with the target consumer by way of our proprietary engagement marketing solutions which inform, entertain, measure,Company and amass data across e-mail, website, social media, mobile communications platforms and print media. Our business plan is based on doing a substantial amount of our business in Mexico, Central and South America in addition, of course,provide the revenue necessary to the United States.
6

Our software engineers and technology partners work together to design, build, and support our proprietary technologies; while our sales and marketing team, in concert with our select channel partners, work to establish our North American and Latin America presence.

The Company currently employs regional sales persons, software programmers, and technical support personnel who manage, through third party relationships, our cloud-based network of internet, mobile applications, media storage, and data management services.
continue operations.

NOTE 2 – GOING CONCERN


As shown in the accompanying financial statements, the Company had a negative operating cash flow andhas an accumulated deficit incurred through March 31,of $76,419 as of June 30, 2012. Management has established plans to begin generating revenuesUnless profitability and decrease debt. Management intends to seek additional capital from newincrease in shareholders’ equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. These plans, if successful, will mitigate the factors whichcontinues, these conditions raise substantial doubt aboutas to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the eventif the Company cannotis unable to continue in existence.as a going concern.

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NOTE 3 – LONG–TERM DEBT

Bridge Loan

In March 2012, the Company entered into a Bridge Loan facility with Calm Seas Capital, LLC (the “Bridge Loan”) in the amount of $400,000.  The Bridge Loan is in the form of up to forty $10,000 Convertible Debentures with a maturity date of December 31, 2013 and shall bear an interest rate of 6% simple interest per annum payable at maturity in cash or may be converted to equity with the principal. Each debenture shall also include a warrant exercisable for the purchase of 10,000 shares with a cashless exercise provision.  As of March 31, 2012, the Company has received and made use of $150,000 of the Bridge Loan to which the net proceeds was applied towards a licensing agreement.

The debentures shall have an issuance date of the date on which cleared funds are received by the Company. The principal and interest shall be convertible at the option of the holder at the lower of:
(i) a fixed price of $.105 (10 ½ cents) per share, and (ii) 70% of the average daily volume (“ADV”) multiplied by the average of the daily closing prices for the twenty (20) trading days immediately preceding the conversion date (including the conversion date).

NOTE 4 – EQUITY LINE OF CREDIT

In March 2012, the Company entered into a $2,000,000 Equity Line of Credit with Calm Seas Capital, LLC (the “Equity Line”) and their independent participating investment partners.  Should the Company, in its sole discretion, list on a public exchange, the Company, at its sole discretion, may draw down from the Equity Line, over an 18 month period with each draw being no more than $150,000 per month.  Should the Company draw from the Equity Line, under the terms of the Equity Line, Calm Seas Capital has committed to purchase up to $2,000,000 of the Company’s Common Stock after the date a registration statement for the resale of the Common Stock has been declared effective by the U.S. Securities and Exchange Commission (“SEC”).
7


ITEM 2. MANAGEMENT'S2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSPLAN OF OPERATIONS



The following discussion summarizes the financial position of Encom Group, Inc. as of March 31,June 30, 2012 and should be read in conjunction with (i) the unaudited consolidated interim financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.


General

BUSINESS OF THE COMPANY

The Company

Encom Group, Inc. (“Encom”) is a development stage company and was organized to engage in creating, marketing and selling of proprietary engagement marketing technologies and or acquiring complementary technologies and or other companies focused on the development and marketing of such technologies. References to "Encom""Encom” the "Company," "we," "us," "our" and "ours" refer to Encom Group, Inc.

Our History
We are

The Company is a development stage company that was incorporated in the State of Nevada on December 18, 2009 under the name Eastern World Solutions, Inc. The founding management group and Board of Directors planned to develop a website (www.skiwear4you.com) that would offer skiwear at retail prices to customers ordering online.


By February of 2012, other than reserving the domain name, founding management had not commenced development of a website nor advanced the business plan past the conceptual stage. After further consideration, the founding Board of Directors, management group, and shareholders determined that its business plan was not feasible and decided to suspend operations. Consequently, the Board of Directors decided to seek out a purchaser for the business. Accordingly, in March of

On June 19, 2012 by unanimous consent, the Company’s former shareholders entered into a Stock Purchase Agreementofficers and a contribution agreement with Select Media Assets, LLC and certain other entities whereby all but 25,000 sharesdirectors of the issuedCompany resign and outstanding common stockwere replaced by new officers and directors. As part of the change in officers and directors there was transferred toa change in control of the Company. The new shareholders for a total purchase priceofficers are in the process of $290,000 and the contribution ofdeveloping a business plan developed by Encom Group, Inc.  The contributed business plan included all contracts, preliminary relationships and potential relationships and this portionto further the value of the consideration was exchanged for approximately 61% ofCompany. Such a plan includes the total issuedseeking out and outstanding shares transferred pursuant to these agreements. The former shareholders further agreed, asacquiring a condition to the Stock Purchase Agreement, to accept $150,000 in cash and defer final payment of $140,000 for up to a maximum of six months from the execution date of the Stock Purchase Agreement.  Since there was no trading market for the Company’s stock at the time, we assigned no value to the transaction.


Upon completion of the Stock Purchase Agreement, on March 27, 2012,business that would affectively combine with the Company entered into a Contribution Agreement with Select Media Assets, LLC, whereby a new business planand provide the revenue necessary to include all contacts, preliminary relationships and potential relationships were assigned to the Company in exchange for 51% of the issued and outstanding shares in the Company.
Following consummation of Contribution Agreement with Select Media Assets; the Company completed negotiations which were in progress between Select Media Assets, Whiteboard Labs, LLC and MotionNotes, LLC; and in doing so entered into three contractual agreements:
1)  The Company entered into a 5-year Worldwide Exclusive Licensing Agreement with MotionNotes, LLC for the distribution of their proprietary video messaging technology.
2)  The Company and Whiteboard Labs also agreed to enter a nine month exclusive purchase option whereby the Company may elect to acquire the majority ownership in MotionNotes, LLC from Whiteboard Labs for a fixed price of $1,300,000
3)  The Company reached an agreement with MotionNotes, LLC for the completion of a second generation technology platform based on specifications established by Select Media Assets, LLC.
8

On March 27, 2012, the Company agreed to a $400,000 bridge loan with Calm Seas Capital, LLC.  As of the date of this filing, the Company has received and made use of $225,000 of the bridge loan to which the net proceeds was applied to transactional closing costs for the purchase of Eastern World Solutions, payments towards the licensing agreements and for general corporate purposes; to include working capital, legal, accounting, and other operational expenses.  Included in the agreement with Calm Seas Capital, was the option, at the Company’s soles discretion, for a $2,000,000 equity line of credit should the Company list on a public exchange.
On April 16, 2012 the registrant merged its wholly-owned Nevada subsidiary, Encom Group, Inc. with and into itself (with the registrant being the surviving corporation), and in connection with such merger changed its name from Eastern World Solutions Inc. to that of the subsidiary, Encom Group, Inc. Except for the change in the Company's name, there were no other changes to the registrant's Articles of Incorporation.
Encom unites business with the target consumer by way of our proprietary engagement marketing solutions which inform, entertain, measure, and amass data across e-mail, website, social media, mobile communications platforms and print media. Our business plan is based on doing a substantial amount of our business in Mexico, Central and South America in addition, of course, to the United States.

Our software engineers and technology partners work together to design, build, and support our proprietary technologies; while our sales and marketing team, in concert with our select channel partners, work to establish our North American and Latin America presence.

The Company currently employs regional sales persons, software programmers, and technical support personnel who manage, through third party relationships, our cloud-based network of internet, mobile applications, media storage, and data management services.

continue operations.

No Operating History, Revenues or Earnings 


As of the date hereof, we have not yet earned any operating revenues or earnings. Since our inception, most of the time and resources of new management has been spent in organizing us, obtaining interim financing and developing a business plan. Our success is dependent upon our obtaining additional financing from our operations, from placement of our equity or debt or from third party funding sources. There is no assurance that we will be able to obtain additional debt or equity financing from any source. We, during the development stage of our operations, can be expected to sustain substantial operating expenses while generating only limited operating revenues or the operating revenues generated can be expected to be insufficient to cover expenses. Thus, for the near to mid-term, unless we attain profitable operations, our financial statements will show a net operating loss.


Minimal Working Capital and Net Worth

As of March 31,June 30, 2012 we had zero cash of $368 and a working capital deficit of $74,732. $0. Unless we secure additional debt or equity financing it is unlikely that we will be able to continue operations in which case you may lose your entire investment. We have no commitment for either debt or equity financing. Equity financing may result in significant dilution. Debt financing may be available but on terms unacceptable to the Company.

On June 22, 2012, we entered into an Assignment, Delegation and Assumption Agreement with Encom Corporation, Randy Bayne, Mark Van Eman, Dale Roberts, Todd Bayne, Courtney Bayne, AQMEN Family Holdings, LLC, Market Street Corporate Services, LLC, Rezaurance Investments, Ltd and Spider Investments, LLC.

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Pursuant to the Agreement, which was effective as of June 19, 2012, the Company, AQMEN Family Holdings, LLC and each of Randy Bayne, Mark Van Eman, Dale Roberts, Todd Bayne and Courtney Bayne (collectively, the “Executives”) terminated the relationships between the Company, on one hand, and AQMEN Family Holdings and the Executives, on the other hand. The relationships among the parties was previously reported by the Company in its Current Reports, dated March 27, 2012 and April 16, 2012, which were filed on April 2, 2012 and April 20, 2012, respectively.

 The Agreement rescinded such parties’ relationships, and all agreements, understandings, contracts and memoranda from the start as if the parties never entered into any agreements, understandings, contracts or memoranda.

 Under the Agreement, and in order to effect the purpose of the Agreement, the Company assigned to Encom Corporation (i) the business concept and business plan developed by AQMEN Family Holdings, LLC originally acquired under an agreement dated March 27, 2012, (ii) the license agreement entered into by the Company with Motion Notes, LLC on March 27, 2012 and (iii) the Purchase Option Agreement entered into by the Company with Whiteboard Labs, LLC on March 27, 2012. Encom Corporation will indemnify the Company for any liabilities or expenses in regard to the assets assigned or any obligations under such assets.

The Company also agreed to change its name as promptly as possible and to forbear from the use of,inter alia, “Encom” or “Avenge Media Partners”.

 In consideration for the assignments by the Company, AQMEN Family Holdings and the Executives transferred the 8,606,250 shares they acquired on March 27, 2012 for the transfer of the business concept and business plan to the Company to the following persons: 4,303,125 shares to Jared G. Robinson and 4,303,125 shares to Neil Kleinman. Additionally, the Executives rescinded their respective employment agreements from the start as if each Executive had never entered into such employment agreement. In connection with the rescission, all of the officers and directors of the Company resigned and new officers and directors were appointed.

Plan of Operation

The Company has no operations or revenue. The Company is developing a plan to review various businesses that would complement the Company and bring an active operation and business into the Company.

Our objective is to look for and identify a potential acquisition candidate. The most likely target companies are those seeking the perceived benefits of a reporting company. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for stockholder and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

In analyzing prospective business opportunities, management may consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. This discussion of the proposed criteria is presently minimalnot meant to be restrictive of the virtually unlimited discretion of the Company to search for and thereenter into potential business opportunities.

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The search for a target company will not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management and stockholder of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.

There can be no assurance that our financial conditionwe will improve. We are expected to continue to have minimal working capital or a working capital deficit as a result of current liabilities and because our current financial plan calls for us to raise funds through the sale of debt.  Without an infusion of additional capital or profits from operations, we are not expected to be able to complete the acquisition of the MotionNotes membership interests and be able to execute on our business plan.


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Plan of Operation

Manpower Strategy

successful in this endeavor.

Company Facilities

The Company expects to employ a maximummaintains an office at 3330 South Federal Highway, Suite 220, Boynton Beach, Florida

Results of 10 persons to includeOperations

During the executive management team in 2012.  Management expects to add a bilingual sales support person in the 3nd quarter of 2012 to support Latin America client services. Management projects the majority of sales growth in 2012 will come from strategic partnershipsthree and authorized resellers, thus requiring fewer in-house sales or support personnel.


Additionally, the Company has established an exclusive outsource technology development agreement with MotionNotes, LLC.  MotionNotes is responsiblesix months for the development, maintenance and enhancements ofperiod ending June 30, 2012, the Company’s technology. MotionNotes will continue in this role until the acquisition of MotionNotes, LLC has been completed by the Company; which is expected to occur prior to October 2012.

Company Facilities

Engineering and Software Design will continue to operate from a shared space provided by MotionNotes, LLC located at 3100 Richmond Avenue, Suite 550, Houston, Texas 77098 until the Company’s proprietary 2nd generation video messaging platform is completed and the acquisition of MotionNotes, LLC has been finalized.

Corporate, Sales and Client Support will continue to utilize temporary accommodations until mid-to-late 2012 when the Company expects to take occupancy of a 1,500 square ft. common office space in Houston, Texas.

Long term the Company expects to evaluate the value of locating its corporate headquarters in or near Austin, Texas.  This move is being considered based on the technology, human, and capital resources available in the region, which are deemed essential to the continued growth and competitive positioning of the Company.

The Company expects to open a Latin America sales and client support office in Mexico City by the 4th quarter of 2012.

Engineering

2012 Platform Development and Engineering are outsourced to MotionNotes, LLC. MotionNotes will continue in this role through completion of the Company’s proprietary 2nd generation video messaging platforms expected to be completed on or before May 30th, 2012. Until the Company completes the planned acquisition of MotionNotes, LLC, all work performed via the current contract is considered “Work for Hire” and is the proprietary product of MotionNotes, LLC and or Encom Group, Inc.

Network and Data Management

Network Administration and Data Management functions will be managed and supported by MotionNotes, LLC.

Information Technology

The Company's Information Technology will be handled on a contract basis in 2012.  As the Company grows and the cost savings justifies in-house support, the Company will at that time hire personnel commensurate with the positions needs.

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Customer Support

Customer Support will be managed in-house by the Company's personnel.  Customer Support will include client support, sales support, and technical support functionality. The Company is responsible for tier 1 technical support, while MotionNotes, LLC is responsible for tier 2 and tier 3 technical supports.

Sales and Marketing

Sales and Marketing efforts of the Company will be handled via a combination of in-house sales personnel and strategic partnerships. The Company will deploy both strategies in the North and Latin American markets.

Operational Software Services

In every aspect of the business the managers, engineers, sales personnel, customer support reps as well as its clients and the end-consumer will in some way interact with our enterprise data management solutions.  In this manner the Company will blend virtual applications with personal interaction in the continual pursuit of delivering quality support to our employees and clients.  The following software solutions are core to our internal and customer support services:

§Microsoft Dynamics
§Microsoft ERP
§SharePoint Project Management
§Microsoft Exchange Enterprise

Results of operations

Since inception until March 31, 2012 when new management took over the Company there had been no operations except for the raising of seed capital.  Since we expect to commence material operations during the second quarter of this year, we expect that future periods should reflect ever increasing revenue, but the results of operations cannot be predicted.  We do not expect that prior periods will be relevant at all to future results on an operational basis.
From Inception on December 18, 2009 to March 31, 2012
During the period we incorporated the company, hired the attorney, and hired the auditor for the preparation of our registration statement. We prepared an internal business plan. We have reserved the domain name “encomgrp.com”. Our loss since inception is $74,732, all of which is for legal fees, audit fees, filing fees and general office costs. As of March 31, 2012 we had just commenced our proposed business operations. We expect to begin operations and generating revenue during the second quarter of 2012.  At inception, we sold 10,000,000 common shares to our officer and sole director for $100. On December 20, 2010, we completed a public offering and sold 1,500,000 shares of common stock at $0.05 per share for total proceeds of $75,000.

For the three months ended March 31, 2012 as compared to March 31, 2011
During the first quarter of 2012, we had a loss of $8,783$368 and $10,470 as compared to a loss of $13,431$$4,699 and $18,129 in the first quartersame periods of 2011. The smaller loss was due to a decrease in legal expense partially offset by an increaseaccounting and office expenses in travel expense, an increase2012 over the same periods in office expense and a small increase in bank fees.2011. Other than these expenses to execute our business plan, no other additional expenses were incurred in the first quartersix months ended June 30, 2012.

Since inception the Company incorporated, hired the attorney, and hired the auditor for the preparation of 2012.


the registration statement and prepared an internal business plan. Loss since inception is $76,419, all of which is for legal fees, audit fees, filing fees and general office costs. At inception, the Company sold 10,000,000 common shares to its officer and sole director for $100. On December 20, 2010, a public offering was completed selling 1,500,000 shares of common stock at $0.05 per share for total proceeds of $75,000.

Liquidity and capital resources

As of the date of this report, we have

The Company has yet to generate any revenues from our business operations. WeThe Company issued 10,000,000 shares of common stock pursuant to thethrough an exemption from registration contained in Section 4(2) of the Securities Act of 1933. This was accounted for as a sale of common stock. On December 20, 2010, wethe Company sold 1,500,000 common shares pursuant to ourthrough a public offering and raised 75,000.


$75,100.

As of March 31,June 30, 2012, our totalthere were no assets were $150,368 and our totalor liabilities were $150,000. As of March 31,in the Company. Net cash used in operating activities was $12,039 for the six months ended June 30, 2012 we hadcompared to $17,265 for the same period in 2011. Net cash of $368.

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used from inception to June 30, 2012 was $75,100

Net cash provided from financing activities was $0 for the six months ended June 30, 2012 compared to $0 in the same period in 2011. From inception through June 30, 2012 net cash provided by financing activities was $75,100.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


At the present time our staff is so small that we only have one professional person on our accounting staff. While we believe that at present this is adequate support to professionally and accurately respond to our accounting needs, due to the requirements of COSO which sets standards for accounting and reporting by all companies, we must deem our controls less than adequate. COSO requires, among other things that there is redundancy and review on an internal basis to satisfy minimal standards. While we will soon be able to hire additional staff to satisfy these issues, at this time we are not in the position to do so. Based on an evaluation as of the end of the quarter ended March 31,June 30, 2012, our Chief Financial Officer has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are ineffective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and in providing reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, specifically the Chief Executive Officer and Chief Financial Officer and board, as appropriate to allow timely decisions regarding required disclosures.

As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial Officer carried out an evaluation, under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of September 30, 2011. Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded and determined that our internal controls over financial reporting, and therefore our disclosure controls and procedures, are ineffective in timely alerting them to material information required to be included in our periodic SEC filings and does not ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In order to remediate these material weaknesses management plans to retain accounting and financial consultants and hire additional accounting staff later in 2012 to assist in the design and implementation of processes and controls to ensure that (a) all material transactions are properly recorded, reviewed and approved; (b) all significant accounts are reconciled on a timely basis; (c) duties are properly segregated; and, (d) complex accounting issues are properly evaluated and accounted for in accordance with GAAP.

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PART II II. - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS


We are not presently a party to any litigation.

None

ITEM 1A. RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE

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NONE

ITEM 4. MINE SAFETY DISCLOSURES


DISCLOSURE

NOT APPLICABLE


APPLICABLE.

ITEM 5. OTHER INFORMATION


NONE

On June 19, 2012 the Company filed an 8-K relating to the change in officers and directors as well as the change in control of the Company.

On July 10, 2012 the Company filed an 8-K dismissing the accountants and appointing new accountants

ITEM 6. EXHIBITS


The following is a complete list of exhibits filed as part of this Form 10Q. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.


NumberDescription 
31.131Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley ActFiled Herewith
31.2Certification of Principal Financial Officer pursuant to the Section 302 of the Sarbanes-Oxley ActFiled Herewith
32.132Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley ActFiled Herewith
32.2Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley ActFiled Herewith
101.INSXBRL Instance DocumentFiled by Amendment(#)
101.SCH (#)XBRL Taxonomy Extension Schema Document
Filed by Amendment
(#)
101.CAL (#)XBRL Taxonomy Extension Calculation Linkbase Document
Filed by Amendment
(#)
101.DEF (#)XBRL Taxonomy Extension Definition Linkbase Document
Filed by Amendment
(#)
101.LAB (#)XBRL Taxonomy Extension Label Linkbase Document
Filed by Amendment
(#)
101.PRE (#)XBRL Taxonomy Extension Presentation Linkbase Document
Filed by Amendment
(#)
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(#)Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period for the first quarterly period in which detailed footnote tagging is required after the filing date of this Form 10-Q.

SIGNATURE

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


 Encom Group,ENCOM GROUP, INC.
   
Dated: May 15,August 14, 2012By:
/s/ Dale Roberts
Jared Robinson
 Name: Dale RobertsName Jared Robinson
 Title: ChiefCEO /Chief Financial Officer

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