UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
DC  20549





FORM
10-K





(Mark
One)




[ X
      ]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the Fiscal Year Ended December 31, 2009





or





[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
Transition Period from ____________ to ____________





Commission
File Number 033-03275-D





____________





Ensurge,
Inc.


(Name
of  registrant as specified in its charter)





Nevada
              (State
      or other jurisdiction of
              incorporation
      or organization)
            87-0431533
              (I.R.S.
      Employer
              Identification
      No.)4766
      S. Holladay Blvd
              Holladay,
      UT
              (Address
      of Principal Executive Offices)
            84117
              (Zip
      Code)





Issuer's
Telephone Number  (801) 273-9300





Securities
Registered Pursuant to Section 12(b) of the Exchange
Act:  None





Securities
Registered Pursuant to Section 12(g) of the Exchange
Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. [ ] Yes [X] No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange. [ ] Yes [X] No


i


Note –
Checking the box above will not relieve any registrant to file reports pursuant
to Section 13 or 15(d) of the Exchange Act from their obligations under those
Sections.





Indicate
by check mark whether the registrant (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. [X] Yes [ ] No





Indicate
by check mark whether the registrant 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 (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). [ ] Yes [ ]
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  [  ]





Indicate
by check mark whether the registrant 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
            
            Accelerated
      filerNon-accelerated
      filer (Do not check if a smaller reporting company)
            
            Smaller
      reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).   [X] Yes [  ] No





The
aggregate market value of the voting and non-voting common stock held by
non-affiliates of the registrant as of June 30, 2009 was approximately
$127,814.  The registrant had issued and outstanding 28,135,341 shares
of its common stock on March 31, 2010.





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. [X] Yes [  ] No


ii


Ensurge,
INC.


FORM
10-K


FOR
THE YEAR ENDED DECEMBER 31, 2009





PART
      IITEM
      1.
            
            BUSINESS
            
            1ITEM
      2.
            
            PROPERTIES
            
            3ITEM
      3.
            
            LEGAL
      PROCEEDINGS
            
            3ITEM
      4.
            
            (REMOVED
      AND RESERVED)
            
            3PART
      IIITEM
      5.
            
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
            
            4ITEM
      6.
            
            SELECTED
      FINANCIAL DATA
            
            4ITEM
      7.
            
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            
            5ITEM
      7A.
            
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            
            5ITEM
      8.
            
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            
            6REPORT
      OF INDEPENDENT ACCOUNTANTS
            
            7BALANCE
      SHEETS
            
            8STATEMENTS
      OF OPERATIONS
            
            9STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ DEFICIT
            
            10STATEMENTS
      OF CASH FLOWS
            
            11NOTES
      TO FINANCIAL STATEMENTS
            
            12ITEM
      9.
            
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            
            17ITEM
      9A(T).
            
            CONTROLS
      AND PROCEDURES
            
            17ITEM
      9B.
            
            OTHER
      INFORMATION
            
            18PART
      IIIITEM
      10.
            
            DIRECTORS
      AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
      SECTION 16(a) OF THE EXCHANGE ACT
            
            19ITEM
      11.
            
            EXECUTIVE
      COMPENSATION
            
            21ITEM
      12.
            
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            
            24ITEM
      13.
            
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            
            24ITEM
      14.
            
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            
            24ITEM
      15.
            
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
            
            25SIGNATURES
            
            26EXHIBIT
      INDEX
            
            27




iii


Forward-Looking
Statements and Associated Risks





This
Report, including all documents incorporated herein by reference, includes
certain “forward-looking statements” within the meaning of that term in Section
13 or 15(d) of the Securities Act of 1934, and Section 21E of the Exchange Act,
including, among others, those statements preceded by, followed by or including
the words “believes,” “expects,” “anticipates” or similar
expressions.





These
forward-looking statements are based largely on the Company’s current
expectations and are subject to a number of risks and
uncertainties.  The Company’s actual results could differ materially
from these forward-looking statements.  Important factors to consider
in evaluating such forward-looking statements include:





·
            changes
      in the Company’s business strategy or an inability to execute its strategy
      due to unanticipated changes in the
market,





·
            the
      Company’s ability to raise sufficient capital to meet operating
      requirements,





·
            various
      competitive factors that may prevent the Company from competing
      successfully in the marketplace,
and





·
            changes
      in external competitive market factors or in the Company’s internal
      budgeting process which might impact trends in the Company’s results of
      operations.





In light
of these risks and uncertainties, there can be no assurance that the events
contemplated by the forward-looking statements contained in this Report will, in
fact, occur.


iv


PART
I





ITEM 1.
            BUSINESS





Ensurge,
Inc., a Nevada corporation (the “Company”) is a technology company.





General
Development of Business





The
Company was incorporated under the name Sunwalker Development, Inc. in the State
of Utah on March 28, 1985, and was subsequently re-incorporated in Nevada on
September 14, 1999.  The Company was formed for the purpose of
providing a business framework within which capital could be raised and business
opportunities, with profit potential, could be sought.  From the
period of inception until December 31, 1989, the Company operated as a
development stage corporation.  Effective February 1, 1990, the
Company began permanent operations in the mining industry with emphasis on
decorative rock used in landscaping.





In 1990,
the Company acquired a mining property located in Morristown (near Wickenburg),
Arizona.  In 1994 and 1995, the Company sold all of its assets and
ceased active operations.





Effective
October 7, 1999, the Company merged with ECenter, Inc, a Utah
corporation.  Subsequently, the Company changed its name to
iShopper.com, Inc.  As a result of the merger, the Company had two
wholly-owned subsidiaries:  Outbound Enterprises, Inc. and iShopper
Internet Services, Inc.  In November 1999, the Company refocused its
efforts into becoming an Internet holding company.  In September 2000,
Outbound Enterprises discontinued its operations.  In December 2000,
iShopper Internet Services discontinued its operations.  On January
31, 2000, the Company entered into a sales agreement with Digital Commerce Bank,
Inc. to purchase its assets.  This sales agreement was finalized
January of 2002.





On
November 1, 1999, the Company purchased NowSeven.com, Inc. for a total of 1,667
shares of the Company’s common stock.  NowSeven.com, Inc. has
discontinued its operations.





On
January 31, 2000, the Company purchased Stinkyfeet.com, Inc. for 13 shares of
the Company’s common stock and cash of $40,000.  Stinkyfeet.com, Inc.
was discontinued in December 2002.





On April
4, 2000, the Company purchased Uniq Studios, Inc. for 2,500 shares of the
Company’s common stock and options to purchase 833 shares of common stock at
$7.60 per share.  Effective November 2001 Uniq Studios, Inc.
discontinued its operations.





On April
7, 2000, the Company purchased Totalinet.net, Inc. for 333 shares of common
stock.  Effective December 5, 2000 Totalinet.net, Inc. discontinued
its operations.





On May
31, 2000, the Company purchased Atlantic Technologies International, Inc. for
397 shares of common stock.  Effective April 27, 2001, Atlantic
Technologies International, Inc. discontinued its operations.





On May
31, 2000, the Company purchased Internet Software Solutions, Inc. for 167 shares
of common stock.  Effective April 27, 2001, Internet Software
Solutions, Inc. discontinued its operations.


1


On June
1, 2000, the Company purchased KT Solutions, Inc. for 833 shares common stock
and options to purchase 417 additional shares of the Company’s common
stock.  Effective April 1, 2001, the Company sold KT Solutions Inc. to
Knowledge Transfer Systems, Inc. for 13,333 shares of common stock.





On
October 18, 2000, the Company changed its name from iShopper.com, Inc. to
EnSurge, Inc.





On
February 15, 2001, the Company completed a 5-for-1 forward
split.  This provided each shareholder with five shares for every one
share owned.  Prior to the split the Company had 14,386,775 shares
issued and outstanding and subsequent to the split the Company had 71,933,875
issued and outstanding.  The accompanying financial statements reflect
the split.





Effective
May 8, 2006, the Company approved a 1-for-3,000 reverse split of its common
stock.  The Company did not reverse any certificates that were for
less than 100 shares or any certificates were for more than 100 shares to an
amount below 100 shares.  The accompanying financial statements have
been presented to reflect this reverse stock split.





On June
19, 2006, the Company entered into an agreement with Portsmith Partner of
Nevada, Inc., a stockholder of the Company (“Portsmith”), whereby Portsmith
agreed to assume the debt of the subsidiaries of the Company, which totaled
$2,614,380.  In return for this obligation, the Company issued 5,000
shares of common stock to Portsmith.  In a related transaction, on
September 28, 2006, the Company sold all the shares of stock of all of its
subsidiaries to Portsmith.  This transaction has been treated as a
non-monetary transaction with a related party shareholder and the effects are
reported through Stockholders’ Deficit.





RECENT
DEVELOPMENTS and Business Plan





Since the
sale to Portsmith on September 28, 2006, the Company has not engaged in any
operations and our business has been dormant.  As such, the Company
may presently be defined as a "shell" company, whose sole purpose, at this time,
is to locate and consummate a merger with or an acquisition of a private
entity.





The
Company has continued to file with the Securities and Exchange Commission of
reporting documentation and reports in an effort to maximize shareholder
value.  The Company believes its best use and primary attraction, as a
merger partner or acquisition vehicle, will be its status as a reporting public
company.  Any business combination or transaction may potentially
result in a significant issuance of shares and substantial dilution to its
present stockholders.


At this time, the Company’s purpose is
to seek, investigate and, if such investigation warrants, acquire an interest in
business opportunities presented to it by persons or firms who or which desire
to seek the perceived advantages of a corporation whose securities are
registered pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).





The
Company had, for many years, worked towards restructuring its debt and equity
with the hope of continuing work in the internet industry which was the basis of
most operations.  The Company is now pursuing opportunities in the
gold mining industry, with emphasis on opportunities in South
America.  Though several packages have been reviewed and rejected by
the Company, research and investigation of mining opportunities
continues.  Additionally, though no
decisions have been made with regards to specific properties or projects, the
Company currently anticipates entering into preliminary agreements during the
first quarter of 2010.


2





In
February, 2010, the Company sold 2,100,000 shares of common stock for an
aggregate purchase price of $525,000 and used a portion of the proceeds to
commence investigating gold mining claims and properties in South America in
anticipation of entering into the gold mining industry.





Despite
the Company’s efforts in seeking opportunities in the gold mining industry, the
Company does not yet have definitive agreements in place, and there can be no
assurance that its efforts to enter this industry will ultimately prove
successful.


Employees





As of
March 31, 2010, the Company has no employees. The Company has consulting
agreements with the Company’s chief executive officer and the Company’s chief
financial officer, pursuant which they will provide the Company with
administrative and management services.





Environmental
Standards





The
Company is not at this time involved in any project that would adversely affect
the environment.





ITEM
      2.
            PROPERTIES





The
Company does not own any real property and currently operates from the office of
the Company’s legal counsel located at 4766 Holladay Blvd, Holladay, Utah 84117
and pays no rent or expense.  The Company’s management believes its
current office facility is sufficient for its current operations.






ITEM
      3.
            LEGAL
      PROCEEDINGS





None.








ITEM
      4.
            (REMOVED
      AND RESERVED)




3





PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES





Price
Range of Common Stock





The
Company’s common stock trades on the OTC Bulletin Board under the symbol
[ESGI.OB].  The following table sets forth the range of the high and
low bid quotations of the Company’s common stock for the fiscal quarters
indicated, as reported by OTC.   Quotations represent inter-dealer
prices, without retail markup, markdown, or commission and may not necessarily
represent actual transactions.





HIGH
            
            
            LOW2008First
      Quarter
            
            $
            0.25
            
            
            $
            0.25Second
      Quarter
            
            
            0.60
            
            
            
            0.25Third
      Quarter
            
            
            0.60
            
            
            
            0.25Fourth
      Quarter
            
            
            0.75
            
            
            
            0.252009First
      Quarter
            
            $
            0.33
            
            
            $
            0.25Second
      Quarter
            
            
            0.40
            
            
            
            0.25Third
      Quarter
            
            
            0.51
            
            
            
            0.25Fourth
      Quarter
            
            
            0.35
            
            
            
            0.30





Approximate
Number of Equity Security holders





On March
31, 2010, there were 365 stockholders of record of the Company’s common
stock.  Because many of such shares are held by brokers and other
institutions on behalf of shareholders, the Company is unable to estimate the
total number of stockholders represented by these record holders.





Dividends





The
Company does not presently pay dividends on its common stock.  The
Company intends for the foreseeable future to continue the policy of retaining
earnings, if any, to finance the development and growth of its
business.





Recent
Sales of Unregistered Securities





In
February 2010 and March 2010, the Company sold an aggregate of 2,100,000 shares
of common stock to investors for an aggregate purchase price of $525,000 in a
private placement.  These transactions were exempt from registration
pursuant to Section 4(2) of the Securities Act.


ITEM
      6.
            SELECTED
      FINANCIAL DATA





Not Applicable.




4




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.




The
Company had no revenue for 2009 and 2008.
 
 General
and administrative expenses for the year ended December 31, 2009 and 2008 were
$49,336 and $30,460, respectively.   These costs were mainly to keep
operations of the Company viable.  Specifically, these costs were
mainly accounting, auditing, and transfer agent fees.
 
 Interest
expense was $7,067,097 and $100,598 for the years ended December 31, 2009 and
2008, respectively. All of the interest expense is loan interest from the notes
payable the Company has incurred over the last several years.
 
 In
December 2009, the Company converted $1,971,480 of debt and accrued interest
into common stock.  In exchange for the release of the debt, the
Company issued 25,524,085 shares of common stock to the holders of the
debt.


Liquidity
and Capital Resources




The
Company has financed its operations to date primarily through private placements
of equity securities and current sales.  The Company has been
unprofitable since inception in 1998 and has incurred net losses in each
year.  During February and March 2010, the Company sold an aggregate
of 2,100,000 shares of common stock to investors for an aggregate purchase price
of $525,000 in a private placement.  This inflow of cash will be used
by the Company to research and develop mining ventures in South
America.




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





Not Applicable.


5





PART
III





ITEM
      8.
            FINANCIAL
      STATEMENTS





The
following constitutes a list of Financial Statements included in Part III of
this Report beginning at page 7 of this Report:








ENSURGE,
INC.





INDEX
TO FINANCIAL STATEMENTS





PageReport
      of Independent Registered Public Accounting Firm
            7Balance
      Sheets – December 31, 2009 and 2008
            8Statements
      of Operations – for the Years Ended December 31, 2009 and
    2008
            9Statements
      of Changes in Stockholders’ Deficit – for the Years Ended December 31,
      2009 and 2008
            10Statements
      of Cash Flows – for the Years  Ended December 31, 2009 and
      2008
            11Notes
      to  Financial Statements
            12-16


6






REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              
              Officers
      and Directors
              
              Ensurge,
      Inc.
              
              We
      have audited the accompanying balance sheets of Ensurge, Inc. as of
      December 31, 2009 and 2008, and the related statements of operations,
      changes in stockholders’ deficit, and cash flows for the years then ended.
      These financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.
              
              We
      conducted our audits in accordance with the standards of the Public
      Company Accounting Oversight Board (United States of America). Those
      standards require that we plan and perform the audits to obtain reasonable
      assurance about whether the financial statements are free of material
      misstatement. The company is not required to have, nor were we engaged to
      perform, an audit of its internal control over financial reporting. Our
      audit included consideration of internal control over financial reporting
      as a basis for designing audit procedures that are appropriate in the
      circumstances, but not for the purpose of expressing an opinion on the
      effectiveness of the company's internal control over financial reporting.
      Accordingly, we express no such opinion. An audit also includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits
      provide a reasonable basis for our opinion.
              
              In
      our opinion, the financial statements referred to above present fairly, in
      all material respects, the financial position of Ensurge, Inc. as of
      December 31, 2009 and 2008, and the results of its operations, and its
      cash flows for the years then ended, in conformity with accounting
      principles generally accepted in the United States of
America.
              
              The
      accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. As discussed in Note 1 to the
      financial statements, the Company has incurred losses from operation, has
      a liquidity problem, and requires funds for its operational activities.
      These factors raise substantial doubt that the Company will be able to
      continue as a going concern. The financial statements do not include any
      adjustments that might result from the outcome of this
      uncertainty.
              
              /s/
      Child, Van Wagoner & Bradshaw, PLLC
              
              Child,
      Van Wagoner & Bradshaw, PLLC
              
              Salt
      Lake City, Utah
              March
      29, 2010




7


ENSURGE,
INC.


BALANCE
SHEETS


DECEMBER
31, 2009 AND 2008








2009
            
            
            2008ASSETSCurrent
      AssetsCash
            
            $
            0
            
            
            $
            0Total
      Current Assets
            
            
            0
            
            
            
            0Total
      Assets
            
            $
            0
            
            
            $
            0LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesTrade
      accounts payable
            
            $
            8,685
            
            
            $
            22,192Accrued
      liabilities
            
            
            14,738
            
            
            
            791,629Notes
      payable
            
            
            -
            
            
            
            1,126,599Total
      Current Liabilities
            
            
            23,424
            
            
            
            1,940,020Stockholders'
      DeficitCommon
      stock - $0.001 par value; 100,000,000 shares authorized; 26,035,341 and
      111,256 shares outstanding, respectively
            
            
            26,035
            
            
            
            111Additional
      paid-in-capital
            
            
            23,266,514
            
            
            
            14,259,009Accumulated
      deficit
            
            
            (23,315,973
            )
            
            
            (16,199,540
            )Total
      Stockholders' Deficit
            
            
            (23,424
            )
            
            
            (1,940,420
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            0
            
            
            $
            0







The
accompanying notes are an integral part of these financial
statements.


8





ENSURGE,
INC.


STATEMENTS
OF OPERATIONS


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008








2009
            
            
            2008Sales
            
            $
            -
            
            
            $
            -ExpensesGeneral
      and administrative
            
            
            49,336
            
            
            
            30,460Interest
      expense
            
            
            7,067,097
            
            
            
            100,598Total
      Expenses
            
            
            7,116,433
            
            
            
            131,058Operating
      Loss
            
            $
            (7,116,433
            )
            
            $
            (131,058
            )Net
      Loss
            
            $
            (7,116,433
            )
            
            $
            (131,058
            )Basic
      and Diluted Net Gain (Loss) Per Common Share
            
            $
            (18.04
            )
            
            $
            (1.18
            )Basic
      and Diluted Weighted Average Common Shares Outstanding
            
            
            394,484
            
            
            
            111,256







The
accompanying notes are an integral part of these financial
statements.


9


ENSURGE,
INC.


STATEMENTS
OF CHANGES IN STOCKHOLDERS’ DEFICITS


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008







Common
      Stock
            
            
            Additional
              Paid-in
            
            
            Accumulated
            
            
            Total
              Stockholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            DeficitBalance
      - December 31, 2007
            
            
            111,256
            
            
            $
            111
            
            
            $
            14,259,009
            
            
            $
            (16,068,482
            )
            
            $
            (1,809,362
            )Net
      (Loss)
            
            
            
            
            
            
            
            
            
            
            –
            
            
            
            (131,058
            )
            
            
            (131,058
            )Balance
      - December 31, 2008
            
            
            111,256
            
            
            $
            111
            
            
            $
            14,259,009
            
            
            $
            (16,199,540
            )
            
            $
            (1,940,420
            )Issuance
      of Common Stock
            
            
            25,924,085
            
            
            
            25,924
            
            
            
            9,007,505
            
            
            
            –
            
            
            
            9,033,429Net
      (Loss)
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (7,116,433
            )
            
            
            (7,116,433
            )Balance
      - December 31, 2009
            
            
            26,035,341
            
            
            $
            26,035
            
            
            $
            23,266,514
            
            
            $
            (23,315,973
            )
            
            $
            (23,424
            )







The
accompanying notes are an integral part of these financial
statements.


10


ENSURGE,
INC.


STATEMENTS
OF CASH FLOWS


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008





2009
            
            
            2008Cash
      Flows From Operating ActivitiesNet
      gain (loss)
            
            $
            (7,116,433
            )
            
            $
            (131,058
            )Adjustments
      to reconcile net gain to net cash used in operating
      activities:Expenses
      paid with stock
            
            
            6,997,299
            
            
            
            -Changes
      in operating assets and liabilities:Increase
      (decrease) in trade accounts payable
            
            
            (13,507
            )
            
            
            13,190Increase
      (decrease) in accrued liabilities
            
            
            119,794
            
            
            
            100,598Net
      Cash Used in Operating Activities
            
            
            (12,847
            )
            
            
            (17,270
            )Cash
      Flows From Financing ActivitiesProceeds
      from notes payable
            
            
            32,327
            
            
            
            14,550Repayments
      from notes payable
            
            
            (19,480
            )
            
            
            -Net
      Cash Provided (Used) by Financing Activities
            
            
            12,847
            
            
            
            14,550Net
      Increase (decrease) in Cash
            
            
            -
            
            
            
            (2.720
            )Cash
      at Beginning of Period
            
            
            -
            
            
            
            2,720Cash
      at End of Period
            
            $
            -
            
            
            $
            -Non-Cash
      Investing and Financing Activities:Conversion
      of notes payable and accrued interest to common stock
            
            
            1,971,480
            
            
            
            -







The
accompanying notes are an integral part of these financial
statements.


11
 ENSURGE,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





NOTE
1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization and
Liquidation – On October 16, 2000, iShopper.com, Inc. changed its name to
EnSurge, Inc. EnSurge, Inc. is referred to herein as the Company.  On
January 1, 2002, the Company began liquidation of its assets.  During
2009 the Company started a new phase of operations with the mining industry;
accordingly, the accompanying financial statements are presented on a GAAP basis
of accounting, rather than on a liquidation basis.





Use of
Estimates – The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts in the financial statements and accompanying notes. Actual results could
differ from those estimates.





Basis
of Presentation – Going Concern




The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, which
contemplates continuation of the Company as a going concern.  However,
the Company has insufficient working capital and is sustaining losses, and
therefore may be forced to discontinue operations. This fact raises substantial
doubt about the Company’s ability to continue as a going
concern.  Management plans to raise additional capital to complete its
business plan.




Business
Condition – The Company has suffered losses from operations, has had
negative cash flows from operating activities for all periods since inception
and has a working capital deficiency of $23,424 at December 31, 2009. The
Company has issued a private placement memorandum to obtain
investors.  During February and March 2010 the Company sold an
aggregate of 2,100,000 shares of common stock for $525,000.  The
proceeds of the financing will be used to help the Company maintain operations
and to fund the exploration of acquisition of gold mines in Brazil.





Stock-Based
Compensation – Effective January 1, 2006, the Company adopted,
“Share-Based Payment” (ASC Topic 718) requiring that compensation cost relating
to share-based payment awards made to employees and directors be recognized in
the financial statements. No options were granted during the year ended December
31, 2009 or 2008.  Therefore, there were no effects of stock-based
compensation resulting from the application of ASC Topic 718 included in
Statements of Operations. The cost for future awards will be measured at the
grant date based on the calculated fair value of the award. The value of the
portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods (generally the vesting period of the
equity award) in the Company's Consolidated Statements of Revenue and
Expenses.




Prior to
January 1, 2006, the Company accounted for its stock options issued to
directors, officers and employees under ASC Topic 835 and related
interpretations. Under ASC Topic 835, compensation expense is recognized if an
option’s exercise price on the measurement date is below the fair value
of  the Company’s common stock. The Company also accounted for options
and warrants issued to non-employees in accordance with ASC Topic 718 which
required these options and warrants to be accounted for at their fair value. No
options were granted during the years ended December 31, 2008 nor December
31, 2009, and all options had vested or expired prior to January 1, 2006, thus
pro forma financial information has not been presented.





12
 ENSURGE,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008





Basic and Diluted
Gain Per Share – Basic loss per common share is computed by dividing net
loss by the weighted-average number of common shares outstanding during the
period. Diluted loss per share is calculated to give effect to potentially
issuable common shares which include stock options and stock warrants except
during loss periods when those potentially issuable common shares would decrease
loss per share. On December 31, 2009, the Company issued 25,524,085 common
shares as part of debt restructuring.





Income
Taxes – The Company recognizes an asset or liability for the deferred tax
consequences of all temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements that will
result in taxable or deductible amounts in future years when the reported
amounts of the asset or liabilities are recovered or settled and for operating
loss carryforwards. These deferred tax assets and liabilities are measured using
the enacted tax rates that will be in effect when the differences are expected
to reverse and the carryforwards are expected to be realized. Deferred tax
assets are reviewed periodically for recoverability and a valuation allowance is
provided as necessary.





Recently Enacted Accounting
Standards – In June 2009 the FASB established the Accounting Standards
Codification (“Codification” or “ASC”) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (“GAAP”).  Rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) issued
under authority of federal securities laws are also sources of GAAP for SEC
registrants.  Existing GAAP was not intended to be changed as a result of
the Codification, and accordingly the change did not impact our financial
statements.  The ASC does change the way the guidance is organized and
presented.





Statement
of Financial Accounting Standards (“SFAS”) SFAS No. 166 (ASC Topic 810),
“Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No.
140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No.
46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162” were recently issued.  SFAS No. 166,
167, and 168 have no current applicability to the Company or their effect on the
financial statements would not have been significant.





Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements,  ASU No. 2009-14 (ASC Topic
985), Certain Revenue Arrangements that include Software Elements, and various
other ASU’s No. 2009-2 through ASU No. 2010-11 which contain technical
corrections to existing guidance or affect guidance to specialized industries or
entities were recently issued.  These updates have no current applicability
to the Company or their effect on the financial statements would not have been
significant.


13
 ENSURGE,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


NOTE
2 – NOTES PAYABLE





Settlement of
Liabilities - During the period ended December 31, 2006, the Company
entered into five agreements to settle outstanding notes payable totaling
$712,564 and related accrued interest totaling $484,565.  Each debt and
accrued interest was settled for approximately $0.05 on the dollar, amounting to
a settlement amount of $59,362.  The Company entered into a new note
payable agreement to pay for these settlements.  This note payable of
$59,362 accrues interest at 15% per annum, is due on demand, and is
unsecured.  The Company has recognized a gain of $1,137,767 relating
to the settlement of these liabilities.





Effective
June 30th,
2006 the Company wrote-off $244,939 of accounts payable and $222,807 of notes
payable and related accrued interest, due to the statute of limitations being
fulfilled.  The Company has recognized a gain of $467,746 relating to
the write-off of these liabilities.





Effective
December 31, 2007, the Company wrote-off $130,241 of accounts payable, $484,496
of accrued liabilities and $253,354 of notes payable, due to the statute of
limitations being fulfilled.  The Company has recognized a gain of
$868,091 relating to the write-off of these liabilities.





On
December 31, 2009, the Company issued 25,524,085 shares of the Company’s common
stock in settlement of $1,971,480 of notes payable and accrued interest, which
equates to a per share price of $0.07724.





Stockholder
Activity – During the period ended December 31, 2006, the Company entered
into four new notes payable with a related party stockholder totaling $13,000.
These notes accrue interest at 15% per annum, are due on demand, and are
unsecured.





On June
19th,
2006 the Company entered into an agreement with Portsmith Partner of Nevada,
Inc., a stockholder of the Company, whereby Portsmith agreed to assume the debt
of the subsidiaries of Ensurge, which totaled $2,614,380.  In return
for this obligation, Ensurge issued 5,000 shares of common stock to
Portsmith.  In relation to this transaction, on September 28, 2006,
Ensurge sold all shares of stock of all subsidiaries to Portsmith. – See Note
1.  This transaction has been treated as a non-monetary transaction
with a related party shareholder and the effects are reported through
Stockholders’ Deficit.





During
the period ended December 31, 2007, the Company entered into two new notes
payable with a related party stockholder totaling $8,000. These notes accrue
interest at 15% per annum, are due on demand, and are unsecured.  The
Company also entered into four new notes payable with a related party
stockholder totaling $8,000. These notes accrue interest at 10% per annum, are
due on demand, and are unsecured.





During
the period ended December 31, 2008, the Company entered into one new note
payable with a related party stockholder totaling $6,300. This note accrues
interest at 15% per annum, is due on demand, and is unsecured.  The
Company also entered into five new notes payable with a related party
stockholder totaling $8,250. These notes accrue interest at 10% per annum, are
due on demand, and are unsecured.


14
 ENSURGE,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


During
the period ended December 31, 2009, the Company entered into several new notes
payable with a related party stockholder totaling $12,847. These notes accrue
interest at 15% per annum, are due on demand, and are
unsecured.





All notes
and accrued interest were settled for the Company’s common stock.  The
Company issued 25,524,085 shares of common stock in settlement of $1,971,480 of
notes payable and accrued interest.





A summary
of notes payable at December 31, 2009 and 2008 is as follows:





2009
            
            
            20088%
      Notes payable, due on demand, unsecured
            
            $
            -
            
            
            $
            949,95010%
      Note payable, due on demand, unsecured
            
            
            -
            
            
            
            16,25015%
      Note payable, due on demand, unsecured
            
            
            -
            
            
            
            160,399Non-interest
      bearing obligations incurred in connection with acquisition of businesses,
      due on demand, unsecured
            
            
            -
            
            
            
            -Total
      Notes Payable
            
            $
            -
            
            
            $
            1,126,599








NOTE
3 – PROVISION FOR INCOME TAXES





The
Company has operating loss carry forwards of approximately $7,600,000 at
December 31, 2009. The operating loss carry forwards expire from 2019 through
2029. Substantially all of the operating loss carry forwards are limited in the
availability for use by the Company. The net deferred tax asset consisted of the
following at December 31, 2009 and 2008:





2009
            
            
            2008Deferred
      Tax AssetsOperating
      loss carry forwards
            
            $
            2,584,000
            
            
            $
            2,331,000Depreciation
            
            
            -
            
            
            
            3,411Total
      Deferred Tax Assets
            
            
            2,584,000
            
            
            
            2,334,411Valuation
      Allowance
            
            
            (2,584,000
            )
            
            
            (2,334,411
            )Net
      Deferred Tax Asset
            
            $
            –
            
            
            $
            –





During
2009 and 2008, the valuation allowance increased and decreased by $249,589 and
$131,170, respectively, principally due to the utilization of operating
losses.


15
 ENSURGE,
INC.
 NOTES
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2009 AND 2008


The
following is a reconciliation of the amount of tax benefit that would result
from applying the federal statutory rate to pretax loss from continuing
operations with the benefit from income taxes attributable to continuing
operations:





2009
            
            
            2008Income
      tax (benefit) at statutory rate (34%)
            
            $
            (2,420,000)
            
            
            $
            (44,500)Benefit
      of operating loss carry-forwards
            
            
            0
            
            
            
            51,000Expenses
      not currently deductible
            
            
            2,379,000
            
            
            
            0Other
      change in valuation allowance
            
            
            41,000
            
            
            
            0State
      tax (benefit), net of federal tax effect
            
            
            0
            
            
            
            0Net
      Benefit (Expense) From Income Taxes
            
            $
            –
            
            
            $
            –





The
change in business activities will also limit the amount of NOL that can be
utilized.





NOTE
4 – COMMITMENTS AND CONTINGENCIES





None





NOTE
5 – OTHER SIGNIFICANT ITEMS





None





NOTE
6 – SUBSEQUENT EVENTS





Effective
February 5, 2010 the Company accepted private placement funds from an
institutional investor.  The Company received $500,000 in exchange for
2,000,000 shares of the Company’s common stock.





On
February 12, 2010, the Company appointed Jordan Estra to serve as a member of
the Board of Directors of the Company.





On March
8, 2010 the Company accepted private placement funds from an institutional
investor.  The Company received $25,000 in exchange for 100,000 shares
of the Company’s common stock.





The
Company has reviewed subsequent events from the balance sheet date through the
date of financial statements were issued, and has determined there were no other
events to disclose.


16


ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





None








ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES





(a)        Evaluation
of Disclosure Controls and Procedures.  The Company’s chief executive
officer and chief financial officer, after evaluating the effectiveness of the
Company’s “disclosure controls and procedures” (as defined in the Securities
Exchange Act of 1934, Rules 13a-14(c) and 15-d-14(c)) as of December 31,
2009, have concluded that, as of the evaluation date, the Company’s disclosure
controls and procedures were adequate and designed to ensure that material
information relating to the Company and its subsidiaries would be made known to
them by others within those entities.


(b)        Changes
in Internal Controls.  There were no significant changes in the
Company’s internal controls, or, to the Company’s knowledge, in other factors
that could significantly affect these controls subsequent to the evaluation
date.





Management’s
Annual Report on Internal Control Over Financial Reporting





The Company’s management is responsible
for establishing and maintaining adequate internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles.





Under the supervision and with the
participation of the Company’s management, including its Chief Executive Officer
and Chief Financial Officer, the Company conducted an evaluation of the
effectiveness of its internal control over financial reporting based on the
framework established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as set forth in Internal Control - Integrated
Framework. During the course of this assessment, management identified a
material weakness relating primarily to recording complex financial
transactions.





The Company has a lack of staffing
within its accounting department, in terms of the small number of employees
performing its financial and accounting functions, which does not provide the
necessary separation of duties.  Management believes the lack of
accounting and financial personnel amounts to a material weakness in its
internal control over financial reporting and, as a result, at December 31, 2009
and on the date of this Report, its internal control over financial reporting is
not effective.  The Company will continue to evaluate the employees
involved and the hiring of additional accounting staff.  However, the
Company will be unable to remedy this material weakness in its internal controls
until the Company has the financial resources that allow the Company to hire
additional qualified employees.


17


This annual report does not include an
attestation report of the Company's registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject
to attestation by the company's registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management's
report in this annual report.





ITEM
      9B.
            OTHER
      INFORMATION





None





18


PART
IV





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT.





The
following sets forth certain information regarding the Company’s executive
officers and directors as of March 31, 2010:





Name
            
            Age
            
            Director
              Since
            
            PositionMichael
      Campbell
            
            53
            
            2009
            
            Chief Executive
      Officer, President, DirectorJeff
      A. Hanks
            
            44
            
            2002
            
            Chief Financial
      Officer, DirectorJordan
      Estra
            
            63
            
            2010
            
            Director





The
biographies of each of the directors and executive officers below contains
information regarding the person’s service, business experience, positions held
currently or at any time during the last five years, and for each director or
any nominee for director the particular experiences, qualifications, attributes
or skills that caused the Board  of Directors to determine that such
person should serve as a director for the Company in 2010, and the names of
other any other publicly-held companies of which such person served as a
director in the past five years.





Michael
B. Campbell, President, Chief Executive Officer and Director:





Michael
B. Campbell has served as Chairman of the Board of Directors of the Company and
as the Company’s Chief Executive Officer and President since December,
2009.  Mr. Campbell has served as the managing director of both M1
Advisors LLC and M1 Capital Group Ltd. since founding those companies in 2002
and 2004, respectively.  M1 Advisors LLC and M1 Capital Ltd. are
business advisory and merchant banking firms that provide growth capital and
financial advisory services to high-growth companies in emerging
markets.





The
Company believes Mr. Campbell’s qualifications to sit on its Board of Directors
include his over 27 years of experience founding, financing, building and
operating high-growth companies worldwide.





Other
directorships: Since November 5, 2009, Mr. Campbell has also served as a
director of SMSA El Paso II Acquisition Corp., a development stage company in
the oil, gas and mineral industry.





Jeff A. Hanks, CPA, Chief
Financial Officer and
Director:





Jeff A.
Hanks, has served as a member of the Board of Directors of the Company and as
the Chief Financial Officer of the Company, since 2002.  From 2002,
until December, 2009, Mr. Hanks also served as the President of the
Company.  Prior to joining the Company in 2000, Mr. Hanks worked as a
Controller
and Chief Financial Officer for several mid size growing
companies.  Mr. Hanks has also worked as a consultant and auditor for
Deloitte & Touche, one the Big Four international accounting firms where he
obtained his CPA license.  He graduated from the University of Utah
with a degree in Accounting.


19





The
Company believes Mr. Hanks’ qualifications to sit on its Board of Directors
include his CPA license and his over 14 years of experience in finance and
accounting and his senior executive experience with several Companies, including
eight years with the Company.





Other
Directorships: Since March 2010, Mr. Hanks also serves as the Chief Financial
Officer and a director for SMSA El Paso II Acquisition Corp., a development
stage company in the oil, gas and mineral industry.





Jordan
Estra, Director


Mr. Estra
has had the following employment opportunities; Managing Director in the Private
Equity group at Sutter Securities Incorporated, since May 2009, Managing
Director at Jesup & Lamont Securities, Inc., from April 2007 to April 2009,
Senior Vice President for Dawson James Securities, Inc., from September 2006 to
March 2007 and Managing Director at Stanford Financial Group, from June 2003 to
September 2006. He has focused on raising capital for emerging natural resource
companies. Mr. Estra has been a leading research analyst and global
metals/mining team leader for a number of major investment banks, including SG
Warburg (now UBS), Merrill Lynch and BT Alex Brown (now Deutsche Bank) He began
his career in the resources industry, at AMAX Inc., a global natural resources
leader with interests in precious metals, copper, lead, zinc, coal, oil &
gas, molybdenum, tungsten and iron ore. Mr. Estra held a number of positions in
finance, marketing and strategic business development.


Mr. Estra
graduated with high distinction from Babson College with a degree in
International Economics and with honors from Columbia University’s Graduate
School of Business.   Mr. Estra served in the United States Army and has
been a member of the American Institute of Mining, Metallurgical and Petroleum
Engineers, the Foreign Policy Association, the New York Society of Security
Analysts and the Stock & Bond Club of South Florida.




The
Company believes Mr. Estra’s qualifications to sit on its Board of Directors
include his experience in the natural resource industry, his background as a
research analyst and his advanced education in management.





Other
Directorships: None





Term
of Office





All
directors serve until the next annual stockholders meeting or until their
successors are duly elected and qualified.  All officers serve at the
discretion of the Board of Directors.





There
have been no material changes to the procedures by which security holders may
recommend nominees to the Company’s Board of Directors during the period covered
by this report.


20


Family
Relationships





There are
no family relationships between or among any of the Company's directors or
executive officers.





Code
of Ethics





The
Company has not yet adopted a code of ethics.  The Company intends to adopt
a code of ethics in the near future.





Involvement
in Certain Legal Proceedings





To the
best of its knowledge, the Company’s directors and executive officers were not
involved in any legal proceedings during the last 10 years as described in Item
401(f) of Regulation S-K.





Compliance
with Section 16(a) Beneficial Ownership Reporting.





Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors,
executive officers and persons who own more than five percent of a registered
class of the Company’s equity securities to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of its common stock. Officers, directors and ten-percent or more
beneficial owners of the Company’s common stock are required by SEC regulations
to furnish the Company with copies of all Section 16(a) reports they file and
provide written representation that no Form 5 is required.





Michael
Campbell and Jeff Hanks, the Chief Executive Officer and Chief Financial Officer
of the Company, respectively, both of whom are also directors of the Company,
did not file their Initial Statements of Beneficial Ownership on Form 3 on a
timely basis.  The Form 3 for each executive has been filed as of the
date of this annual report on Form 10-K.





ITEM
      11.
            EXECUTIVE
      COMPENSATION





Michael
B. Campbell was appointed President and Chief Executive Officer during the month
of December 2009.  He has received no compensation during this time
period.





Jeff A.
Hanks served as President of the Company until December 2009 and is currently
the Chief Financial Officer.  During the last completed fiscal year he
received no compensation for that time period.  He did receive 400,000
shares of common stock in June 2009 in exchange for accrued compensation. No
other officer of the company was compensated in excess of
$100,000.


SUMMARY
COMPENSATION TABLE





The
following table sets forth certain summary information concerning the
compensation paid or accrued for each of the Company’s last two completed fiscal
years to the Company’s Chief Executive Officer
and each of its other executive officers that received compensation in excess of
$100,000 during such period (as determined at December 31, 2009, the end of the
Company’s last completed fiscal year):


21




Summary Compensation
Table





Annual
    Compensation
              Awards
              PayoutsNonqualifiedNon-Equity
              DeferredStock
              Option
              Incentive
      Plan
              Compensation
              All
      OtherName
      andPrincipal Position
              Year
              Salary
              Bonus
              Awards
              Awards
              Compensation
              Earnings
              Compensation
              Total($)
              ($)
              ($)
              ($)
              ($)
              ($)
              ($)
              ($)Michael
      Campbell,
              2009
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-CEO/President(1)Jeff
      Hanks,
              2009
              -0-
              -0-
              35,500
              -0-
              -0-
              -0-
              -0-
              -0-CFO
      (1)Jeff
      Hanks,
              2008
              400
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-President(1)
      Mr. Campbell was appointed as a member of the Board of Directors of the
      Company and as its President and Chief Executive Officer in December
      2009.  Mr. Hanks resigned as President of the Company at such
      time but continues as its Chief Financial
  Officer.





Salaries
for Mr. Hanks for 2007 and 2008 were earned and accrued and paid with common
stock in 2009.





Michael
B. Campbell’s Consulting Agreement




On February 1, 2010, the Company
entered into a one-year non-exclusive consulting agreement (the “Campbell
Consulting Agreement”) with Michael Campbell, Chairman of the Board of Directors
of the Company. Pursuant to the Campbell Consulting Agreement, Mr. Campbell will
serve as the President and Chief Executive Officer of the Company and Mr.
Campbell will receive a monthly consulting fee of $15,000, in addition to
reimbursement of his reasonable and necessary business expenses.




Jeff
A. Hanks’s Consulting Agreement




On February 1, 2010, the Company also
entered into a one-year non-exclusive consulting agreement (the “Hanks
Consulting Agreement” and collectively with the Campbell Consulting Agreement,
the “Consulting Agreements”) with Jeff A. Hanks, a member of the Board of
Directors of the Company. Pursuant to the Hanks Consulting Agreement, Mr. Hanks
will serve as the Chief Financial Officer of the Company and Mr. Hanks will
receive a monthly base consulting fee of $2,000, plus a $1,000 preparation fee
for each Annual Report on Form 10-K or Quarterly Report on Form 10-Q he prepares
for the Company.


22




General
Terms of the Consulting Agreements




The Consulting Agreements are
automatically renewable for successive one-year terms unless cancelled by either
party not less than ninety (90) days before the end of the then current term. In
addition, neither Mr. Campbell nor Mr. Hanks  (collectively, the
“Executives”) will be required to provide services to the Company on a full-time
basis under the Consulting Agreements and each may engage in other activities
provided that such activities do not interfere with the performance of their
duties under their respective Consulting Agreement.




The Consulting Agreements also provide
that, in addition to their consulting fees, the Executives will each be entitled
to reimbursement of their reasonable and necessary business expenses and each
will be entitled to participate in any compensation or benefit plans the Company
provides to its own employees.




The Consulting 
Agreements also contain covenants restricting the Executives
from (a) engaging in any activity competitive with the Company’s business, and
(b) soliciting the Company’s employees, customers, suppliers or contractors, in
each case during the term of the 
Consulting
 Agreement and for a period of
one (1) year thereafter.





Employment
Contracts and Termination of Employment and Change in Control
Arrangement





There are
no compensatory plans or arrangements with respect to any officer, director,
manager or other executive which would in any way result in payments to any such
person because of his resignation, retirement, or other termination of
employment with the Company, or any change in control of the Company, or a
change in the person’s responsibilities following a change of control of the
Company.





Outstanding
Equity Awards At Fiscal Year-End





As of December 31, 2009, there were no
outstanding equity awards to any of the Company’s executive officers or
directors.





Benefit
Plans





The Company has not adopted any
retirement, pension, profit sharing, stock options, insurance programs or other
similar programs for the benefit of its employees.





Director
Compensation





The Company does not currently provide
compensation to its directors for serving on its Board of
Directors.


23




ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding Common Stock as of March 26, 2010, by (i)
each director of the Company, (ii) each named executive officer in the Summary
Compensation Table, (iii) each person known or believed by the Company to own
beneficially five percent or more of the Common Stock and (iv) all directors and
executive officers as a group. Unless indicated otherwise, each person has sole
voting and dispositive power with respect to such shares.





Name
      and Address
              Of
      Beneficial Owner
            Beneficial
              Ownership
      (1)
            Percent
      of
              ClassOfficers
      and Directors
              As
      a Group (three)
            3,100,000
            11.0%Michael
      Campbell
              4766
      South Holladay Blvd.,
              Holladay,
      UT 84117
            2,000,000
            7.1%Jeff
      A. Hanks
              4766
      South Holladay Blvd.,
              Holladay,
      UT 84117
            400,000
            1.4%Jordan
      Estra
              4766
      South Holladay Blvd.,
              Holladay,
      UT 84117
            700,000
            2.5%Beneficial
      Owners
              Owning greater than
      5%
            Beneficial
              Ownership
            Percent
      of
              ClassSteve
      Heard
              4003
      West Tacon Street
              Tampa,
      FL 33629
            5,500,000
            19.6%Puremax,
      Inc.
              4003
      West Tacon Street
              Tampa,
      FL 33629
            5,000,000
            17.8%Barrington
      Capital Partners, Inc.
              830
      West  RT 22, Suite 153
              Lake
      Zurich, IL 60047
            3,367,251
            12.0%Wasatch
      Property Development, Inc.
              4766
      South Holladay Blvd.,
              Holladay,
      UT 84117
            3,466,020
            12.3%Seaside
      88,LP
              750
      Ocean Royale Way, Suite 805, Juno Beach, FL 33408
            2,000,000
            7.11%(1)
            Unless
      otherwise indicated, the Company has been advised that all individuals or
      entities listed have the sole power to vote and dispose of the number of
      shares set forth opposite their names. For purposes of computing the
      number and percentage of shares beneficially owned by a security holder,
      any shares which such person has the right to acquire within 60 days of
      March 26, 2010 are deemed to be outstanding, but those shares are not
      deemed to be outstanding for the purpose of computing the percentage
      ownership of any other security
holder.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





As described herein in Item 11of the
annual report, pursuant to the Campbell Employment Agreement, the Company shall
pay Michael Campbell, a monthly consulting fee of $15,000, or $165,000 in 2010
and $180,000 annually thereafter, in exchange for serving as the President and
Chief Executive Officer of the Company.







ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Audit Fees:the aggregate
audit and review fees billed for fiscal years ending 2009 and 2008 were
respectively, $13,300 and $12,400.  These fees were for professional
services rendered by Child, Van Wagoner & Bradshaw, PLLC CPA firm for the
audit of the Company’s annual financial statements and review of financial
statements.





Audit-Related
Fees:None.





Tax Fees:the aggregate tax
fees billed for fiscal years ending 2009 and 2008 were respectively, $700 and
$700.  These fees were for professional services rendered by Child,
Van Wagoner & Bradshaw, PLLC, which were for the completion of the Company’s
year end tax return.





All Other
Fees:None.


24




ITEM
      15.
            EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES





(a)(1)(2)
Financial Statements.


The
financial statements listed in the Index to Financial Statements are filed as
part of this Annual Report on Form 10-K.





(a)(3)
Exhibits.




The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.





25


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.








ENSURGE,
      INC.April
      1, 2010
            By:
            /s/
      MICHAEL B. CAMPBELLMichael
      B. Campbell, Chief Executive Officer
              (Principal Executive
      Officer)By:
            /s/
      JEFF A. HANKSJeff
      A. Hanks, Chief Financial Officer
              (Principal
      Financial Officer and Principal Accounting
  Officer)











Pursuant
to the requirements of the Securities and Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.








/s/
      MICHAEL B. CAMPBELL
            
            April
      1,  2010Michael
      B. Campbell
              President,
      Chief Executive Officer
              and
      Director











/s/
      JEFF A. HANKS
            
            April
      1, 2010Jeff
      A. Hanks
              Chief
      Financial Officer
              and Director








26





EXHIBIT
INDEX





3.1
            Articles
      of Incorporation of Ensurge Inc.3.2
            Bylaws
      of Ensurge Inc.*10.1
            Subscription
      Agreement between the Company and Seaside 88, LP, dated as of February 2,
      2010.10.2
            Consulting
      Agreement between the Company and Michael B. Campbell dated as of February
      1, 2010.10.3
            Consulting
      Agreement between the Company and Jeffrey Hanks dated as of February 1,
      2010.





31.1
            Certification
      of Michael B. Campbell pursuant to 18 U.S.C. §1350, as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002





31.2
            Certification
      of Jeff A. Hanks  pursuant to 18 U.S.C. §1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232
            Certification
      pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002








*  Previously
filed and incorporated herein by reference.






27


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