UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

(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, 2003


[   ] 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 small business issuer in its charter)


                       NEVADA                                  87-0431533
           (State or other jurisdiction of                  (I.R.S. Employer
           incorporation or organization)                   Identification No.)


                2089 FORT UNION BLVD
                       SLC, UT                                     84121
      (Address of Principal Executive Offices)                   (Zip Code)

                            Issuer's Telephone Number  (801) 673-2953

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

Securities Registered Pursuant to Section 12(g) of the Exchange Act: Common
Stock, $.001 par value


Check whether the issuer (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


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-
KSB or any amendment to this Form 10-KSB. [ ]

      The registrant's revenues for its most recent fiscal year were $6,136.

      The aggregate market value of the voting and non-voting common stock held
by  non-affiliates  of  the registrant as of April 30, 2004  was  approximately
$200,000.

      The registrant had  issued  and  outstanding  100,000,000  shares  of its
common stock on April 30, 2004.



<PAGE>


                                 ENSURGE, INC.

                                  FORM 10-KSB

                     FOR THE YEAR ENDED DECEMBER 31, 2003

PART I
   ITEM 1.   BUSINESS.........................................................1
   ITEM 2.   PROPERTIES.......................................................3
   ITEM 3.   LEGAL PROCEEDINGS................................................3
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............6

PART II
   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS
             7
   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
   AND RESULTS OF OPERATIONS..................................................8
   ITEM 7.   FINANCIAL STATEMENTS............................................13
             REPORT OF INDEPENDENT ACCOUNTANTS...............................14
             CONSOLIDATED BALANCE SHEETS.....................................15
             CONSOLIDATED STATEMENTS OF OPERATIONS...........................16
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT................17
             CONSOLIDATED STATEMENTS OF CASH FLOWS...........................18
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS......................20
   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE                                            32

PART III
   ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL
   PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT................32
   ITEM 10.  EXECUTIVE COMPENSATION..........................................32
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   MANAGEMENT................................................................32
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................32
   ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K................................33
   ITEM 14.  CONTROLS AND PROCEDURES.........................................33
             SIGNATURES......................................................34
             EXHIBIT INDEX...................................................35
             SUBSIDIARIES OF THE REGISTRANT........................Exhibit 22.1
             POWER OF ATTORNEY.....................................Exhibit 24.1
             SARBANES OXLEY CERTIFICATION..........................Exhibit 99.1



<PAGE>
                                        PART I

ITEM  1.     BUSINESS

       EnSurge  is  a  technology  holding  company.   Current EnSurge holdings
include: NowSeven.com, Inc.



GENERAL DEVELOPMENT OF BUSINESS

       Sunwalker Development, Inc. ("the Company") was incorporated in the
State of Utah on March 28, 1985, and was subsequently changed to a Nevada
Corporation on September 14, 1999.  The Company was incorporated 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.
("iShopper.com").  As a result of the merger, the Company had two wholly-owned
subsidiaries:  Outbound Enterprises, Inc. and iShopper Internet Services, Inc.
A total of 125,000 shares of the Company's common stock were issued pursuant to
the merger.  Effective 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 it 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 1,000,000 shares of the Company's common stock.

       On January 31, 2000, the Company purchased Stinkyfeet.com, Inc. for
7,500 shares of the Company's common stock and cash of $40,000.  Entity was
discontinued December 2002.

       On April 4, 2000, the Company purchased Uniq Studios, Inc. for 1,500,000
shares of the Company's common stock and options to purchase 500,000 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 200,000
shares of the Company's common stock.  Effective December 5, 2000
Totalinet.net, Inc. discontinued its operations.

       On May 31, 2000, the Company purchased Atlantic Technologies
International, Inc. for 238,200 shares of the Company's 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 100,000 shares of the Company's 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 500,000
shares of the Company's common stock and options to purchase 250,000 additional
shares of the Company's common stock.  Effective April 1, 2001, the Company
sold KT Solutions Inc. to Knowledge Transfer Systems, Inc. for 8,000,000 shares
of common stock.

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

       On February 5, 2001, the Company created a new subsidiary  named ZaiBon,
Inc., which was discontinued December 2002.

       On  February  15,  2001,  the  company  did  a  5  for  1 forward split.
Providing  each shareholder five shares for every one shares with  they  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.



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  our current
expectations  and  are  subject  to  a number of risks and uncertainties.   Our
actual results could differ materially  from  these forward-looking statements.
In addition to the other risks described in the "Factors That May Affect Future
Results"  discussion  under Item 6, Management's  Discussion  and  Analysis  of
Financial Condition and  Results  of  Operations  in  Part  II  of this Report,
important  factors  to  consider in evaluating such forward-looking  statements
include:

       .  changes in  our business strategy or an inability to execute our
          strategy due to unanticipated changes in the market,

       .  our  ability to  raise  sufficient  capital  to  meet  operating
          requirements,

       .  various  competitive  factors that may prevent us from competing
          successfully in the marketplace, and

       .  changes  in  external  competitive  market  factors  or  in  our
          internal budgeting process which  might  impact trends in our 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.



                                        2



STRATEGY & MARKET OPPORTUNITY

       While  the  Company  strives  to create positive shareholder value  from
every holding in its portfolio, there will be some holdings that will not reach
their full potential.



PRODUCTS & SERVICES - CURRENT

       The products and services of EnSurge's  wholly  owned  companies  as  of
April 30, 2004 include NowSeven.com, Inc.


MARKETING SERVICES

       NowSeven.com,  Inc.  specializes  in business-to-business database lists
and services that support direct marketing  to  Technology  and  Internet based
companies.  The Company owns electronic databases and mailing lists.



EMPLOYEES

          As of April 30, 2004, EnSurge and its subsidiaries employed a total
   of 1 person.  None of our employees are associated with unions.

ENVIRONMENTAL STANDARDS

       The  Company  is  not  involved  in  any  project that would effect  the
environment.


ITEM 2.      PROPERTIES

             Our corporate office is located at 2089 Fort Union Blvd, SLC, Utah
84121.   We believe that this property is suitable  for  our  immediate  needs.
EnSurge and NowSeven are located and managed at the corporate facility.



ITEM 3.      LEGAL PROCEEDINGS

EnSurge and  its'  subsidiarys  have several outstanding law suits against them
and the company, which approximate,  $961,937.   Settlement arrangements are in
the process, however due to lack of cash, any arrangements are uncertain.



                                        3


E-COMMERCE EXCHANGE. V. OUTBOUND ENTERPRISES/ISHOPPER.   On December 18, 2000,
E-Commerce brought suit against Outbound and iShopper Internet Services in four
separate small claims actions filed in Salt Lake County, Sandy Department
seeking recovery of amounts owed for services provided in the amount of
$15,939.  There was no dispute that the sums claimed were owed and judgment was
entered against Outbound and iShopper Internet Services.  The Company is
attempting to settle the judgment from financed receivables available to
Outbound.  At this date, a settlement arrangement has been finalized to be paid
out through receivables, however, until the obligation is paid in full the
judgment remains unsatisfied.

MEDIA SOURCE, INC. V. ISHOPPER INTERNET SERVICES, INC.    In April 2000, Media
Source, Inc brought suit in the Fourth Judicial District Court, Utah County,
Utah, against iShopper Internet Services and the Company seeking recovery of
amounts owed for promotional material and products furnished to iShopper
Internet Services, Inc., in the amount of  $53,399 plus interest and attorneys
fees.  The Company acknowledged that $43,429 was owed by iShopper Internet
Services and an agreement was entered into to pay the undisputed sum, over
time.  As a result, Media Source dismissed the lawsuit.  iShopper Internet
Services made the first installment payment of $10,000 but has lacked funds to
pay the balance.  The obligation for the unpaid balance under the settlement
agreement is undisputed.

MEDIABANG. L.C. V. ISHOPPER INTERNET SERVICES, INC.  In April 2000, iShopper
Internet Services was informed that MediaBang had filed suit in the Third
Judicial District Court, Salt Lake County, Utah, against them in December 1999
seeking recovery of amounts owed for programming services furnished  to
iShopper Internet Services on an open contract in the amount of $10,136 plus
interest and fees.  Negotiations resulted in a settlement reduced to writing in
November 2000, under which MediaBang agreed to accept installment payments
against a $7,000 settlement amount, conditional on the Company's agreement to
guarantee payments.  The lawsuit was subsequently dismissed.  An initial
settlement installment of $2,000 was paid in November 2000 reducing the
liability to $5,000, which amount is still outstanding.  The Company remains
committed to the settlement commitment but has been unable as of this date to
satisfy the balance owed.  MediaBang has reserved the right to reassert claims
and to reinstitute the lawsuit against iShopper Internet Services in the event
that the settlement amounts are not received.  As of this date, however, no new
lawsuit has been commenced.

POSITIVE RESPONSE, INC. V. ISHOPPER INTERNET SERVICES, INC.     In July 2000,
Positive Response brought suit in the Third Judicial District Court, Salt Lake
City, Utah, against iShopper Internet Services seeking recovery of amounts
owing for a data base on potential customer or customer contracts in the amount
of $41,896.  Settlement in the matter was reached in the compromised amount of
$37,000, to be satisfied on installment payments.  All required installment
payments except a final payment of $10,000 due October 14, 2000 have been made.
Positive Response has applied to the Court for judgment for the unpaid balance,
plus interest from the date of judgment at the legal rate of 8.052%.

IOS CAPITAL, INC. V. ISHOPPER INTERNET SERVICES, INC.    In January 2001, IOS
Capital brought suit in the Third Judicial District Court, Salt Lake City,
Utah, against iShopper Internet Services seeking replevin of leased copy
machines and  judgment for lease balances totaling $17,553, plus interest and
attorneys fees.  IShopper Internet Services filed its answer in February 2001
disputing plaintiff's claims in part and inviting the plantiff to retrieve both
items of equipment.  The lawsuit remains at that stage.

ONESOURCE.COM V. OUTBOUND ENTERPRISES AND ENSURGE, INC.    In October 2000,
OneSource.com brought suit in the Third Judicial District Court, Salt Lake
City, Utah, against Outbound seeking recovery for amounts owed for printing
services and related products furnished between October 1999 and January 2000
in the amount of $76,157.  Settlement was reached in December 2000, on terms
that entitled OneSource to judgment against Outbound and Company, as its
guarantor, if settlement installments were not made as required.  The Company
has defaulted in settlement payments and judgment against Outbound and the
Company was entered on March 30, 2001, in the amount of $85,096, including
interest costs and attorneys fees.  The Company intends to attempt to settle
judgment as funds become available.



                                        4


PACIFIC MEDIA DUPLICATION, LLC V. ISHOPPER.COM, INC., TOTALINET.NET, INC. AND
RICHARD SCAVIA.    In January 2001, Pacific Media brought suit in the Superior
Court of California, San Diego County, against the Company, TotaliNet and
Richard Scavia seeking recovery of balances owed under a sublease by TotaliNet
of office space and equipment in the amount of $30,000 and $38,437,
respectively.  The plaintiff claims against the TotaliNet and the Company as
guarantor on the office lease and against TotaliNet and Scavia, as its prior
president and as guarantor, on the equipment lease.  The Company does not
dispute TotaliNet's obligations (nor its obligations as guarantor) under the
office lease.  TotaliNet does not dispute its obligations under the office
lease or the equipment lease.  While it remains interested in negotiating a
resolution with Pacific Media, as it is able to do so, it has reserved all
rights it may have to raise any defenses available in the event that Pacific
Media seeks to enforce the judgment where the Company conducts business.

PAYCHEX, INC. V ENSURGE, INC. AND SUBSIDIARIES.  In March 2001, Paychex filed
for arbitration with the American Arbitration Association in Syracuse, New
York, against EnSurge and its subsidiaries for employee payroll and payroll
taxes paid by Paychex.  Paychex has filed arbitration separately for each
company as follows:  EnSurge, Inc. $45,146, iShopper Internet Services, Inc.
$13,247, Totalinet.net, Inc. $17,416, Uniq Studios, Inc. $22,002, and Atlantic
Technologies International, Inc. $28,079.  All requested amounts are plus
interest at 1.5% per month, plus costs and attorney's fees.  All arbitrations
are still in process and nothing has been resolved to date.  As the Company
obtains funds it will seek opportunity to resolve these matters.

NCX CORPORATION V ATLANTIC TECHNOLOGIES INTERNATIONAL,  INC.   In October 2000,
NCX  Corporation  filed suit in the Superior Court of California,  Los  Angeles
County, against Atlantic  Technologies  International, Inc. seeking recovery of
balances owed for past due accounts payable  in  the  amount  of  $29,472.   No
further action has taken place at this time.

ALLISON  EWRIN COMPANY V ATLANTIC TECHNOLOGIES INTERNATIONAL, INC.  On April 7,
1999, Allison  Erwin  Compnay filed suit in the Circuit Court of Orange County,
Florida, against Atlantic  Technologies International, Inc. seeking recovery of
balances  owed  for  past  due accounts  payable  in  the  amount  of  $30,666.
Settlement was reached for $12,000, with payments starting on May 25, 2001.  No
further action has taken place at this time.

SCANPORT, INC. V ATLANTIC TECHNOLOGIES  INTERNATIONAL,  INC.  On March 9, 2001,
Scanport,  Inc.  filed  suit  in the Circuit Court of Orange  County,  Florida,
against Atlantic Technologies International,  Inc. seeking recovery of balances
owed for past due accounts payable in the amount of $59,212.  No further action
has taken place at this time.

AVNET ELECTRONICS MARKETING, INC. V ATLANTIC TECHNOLOGIES  INTERNATIONAL,  INC.
On  March 27, 2001, Avnet Electronics Marketing, Inc. filed suit in the Circuit
Court  of  Orange County, Florida, against Atlantic Technologies International,
Inc. seeking  recovery  of  balances  owed for past due accounts payable in the
amount of $32,856.  No further action has taken place at this time.

US DRIVE TECHNOLOGY CORPORATION V ATLANTIC TECHNOLOGIES INTERNATIONAL, INC.  On
March 24, 1999, US Drive Technology Corporation filed suit in the Circuit Court
of Orange County, Florida, against Atlantic  Technologies  International,  Inc.
seeking  recovery  of balances owed for past due accounts payable in the amount
of $39,199.  Settlement  was  reached  for  $39,199 and payments have been made
paying down the amount to $24,199, which is currently  outstanding.  No further
action has taken place at this time.



                                        5


TROGON  COMPUTER  CORPORATION V ATLANTIC TECHNOLOGIES INTERNATIONAL,  INC.   On
June 15, 1999, Trogon  Computer  Corporation filed suit in the Circuit Court of
Orange  County,  Florida,  against Atlantic  Technologies  International,  Inc.
seeking recovery of balances  owed  for past due accounts payable in the amount
of $16,771.  Settlement was reached for  $6,825,  with  ten monthly payments at
$682.50 starting on October 10, 2000.  No further action  has  taken  place  at
this time.

SUNTRUST BANK, N.A. V ATLANTIC TECHNOLOGIES INTERNATIONAL, INC.  In April 2001,
Suntrust  Bank  filed  suit  in  the  Circuit  Court of Orange County, Florida,
against Atlantic Technologies International, Inc.  seeking recovery of balances
owed for a past due line of credit in the amount of  $184,415.   All  assets of
Atlantic  Technologies  International, Inc. are in the process of either  being
turned over to the bank or liquidated to pay down this balance.

A-BUSINESS FUNDING GROUP  V ENSURGE, INC.  In November 2003, A-Business Funding
Group filed suit in the Circuit  Court  of  Salt  Lake  County,  Utah,  against
Ensurge, Inc. seeking recovery of balances owed in the amount of $50,000.

GLOBAL FUNDING V ENSURGE, INC.  In November 2003, Global Funding filed suit  in
the  Circuit  Court  of  Salt  Lake County, Utah, against Ensurge, Inc. seeking
recovery of balances owed in the amount of $100,000.

REA, LLC V ENSURGE, INC.  In November  2003, REA, LLC filed suit in the Circuit
Court of Salt Lake County, Utah, against  Ensurge,  Inc.  seeking  recovery  of
balances owed in the amount of $40,000.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None




                                        6




                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

PRICE RANGE OF COMMON STOCK

       Our  common  stock  trades  on  the  OTC Bulletin Board under the symbol
[ENSG].  The following table sets forth the range  of  the  high  and low sales
prices  per  share  of  our common stock for the fiscal quarters indicated,  as
reported by OTC.  Prior to December 23, 1999, there was no known public trading
in our common stock.  Quotations  represent inter-dealer prices, without retail
markup,  markdown,  or commission and  may  not  necessarily  represent  actual
transactions.


                      HIGH          LOW

     2002
First Quarter     $  0.0045    $   0.002
SecondQuarter         0.002        0.0011
Third Quarter        0.0011        0.0009
Fourth Quarter       0.0013        0.0001

     2002
First Quarter     $  0.0001    $   0.0001
SecondQuarter        0.0001        0.0001
Third Quarter        0.0001        0.0001
Fourth Quarter       0.0001        0.0001



APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

       On April 30, 2004,  there  were 354 shareholders of record of our common
stock.  Because many of such shares  are held by brokers and other institutions
on  behalf of shareholders, we are unable  to  estimate  the  total  number  of
shareholders represented by these record holders.



                                        7


DIVIDENDS

       We  do  not  presently pay dividends on our common stock.  We intend for
the foreseeable future to continue the policy of retaining earnings, if any, to
finance the development and growth of our business.


ISSUANCE OF SECURITIES

     None


ITEM 6.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


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  our current
expectations  and  are  subject  to  a number of risks and uncertainties.   Our
actual results could differ materially  from  these forward-looking statements.
In addition to the other risks described in the "Factors That May Affect Future
Results"  discussion  under Item 6, Management's  Discussion  and  Analysis  of
Financial Condition and  Results  of  Operations  in  Part  II  of this Report,
important  factors  to  consider in evaluating such forward-looking  statements
include:

       .  changes in  our business strategy or an inability to execute our
          strategy due to unanticipated changes in the market,

       .  our  ability to  raise  sufficient  capital  to  meet  operating
          requirements,

       .  various  competitive  factors that may prevent us from competing
          successfully in the marketplace, and

       .  changes  in  external  competitive  market  factors  or  in  our
          internal budgeting process which  might  impact trends in our 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.



RESULTS OF OPERATIONS

       The  following  discussions  should  be  read  in  conjunction with  the
Company's Consolidated Financial Statements contained herein  under  Item  7 of
this Report.


                                        8



                                 Year             Year
                                 Ended            Ended
                             Dec. 31, 2003    Dec. 31, 2002
                             -------------   --------------
Revenue:                      $    6,136      $    6,742
                              ----------      ----------
Expenses (including selling,
general and administrative)      248,158         609,163
                              ----------      ----------
Net loss                      $  242,022      $  617,148
                              ==========      ==========



       The  Company  maintains  one  subsidiary and the parent holding Company.
The following discussion of the results  of  operations  and  numbers presented
represent operations from those subsidiaries which have not been discontinued.

       Sales  for  the  twelve  months  ended December 31, 2003 and  2002  were
respectively, $6,136 and $6,742.  The Company's principal source of revenue for
2003 was from marketing and database sales.   NowSeven.com,  Inc.  is  the only
remaining company with sales and operations.

       General  &  Administrative expenses for the twelve months ended December
31, 2003 and 2002 were,  respectively,  $64,966 and $233,575.  These costs were
mainly to keep operations of the parent and other companies viable.

       The  Company  has  discontinued  the following  subsidiaries  and  their
operations:   Outbound Enterprises, Inc.,  iShopper  Internet  Services,  Inc.,
Stinkyfeet,  Inc.,   Uniq   Studios,   Inc.,   Totalinet.net,   Inc.,  Atlantic
Technologies  International,  Inc.,  Internet  Software  Solutions,  Inc.,  and
Zaibon, Inc.

       EnSurge and its' subsidiarys have several outstanding law suits  against
them and the company, which approximate, $961,937.  Settlement arrangements are
in the process, however due to lack of cash, any arrangements are uncertain.

LIQUIDITY AND CAPITAL RESOURCES

       The  Company  has  financed  its  operations  to  date primarily through
private  placements  of  equity  securities and current sales.   We  have  been
unprofitable since inception (1998)  and  we  have  incurred net losses in each
year.  The Company has no further stock authorized to do private placements.




                                        9



FACTORS THAT MAY AFFECT FUTURE RESULTS


We Have No Significant Operating History.

       As  a  company  in  the  rapidly  changing  Technology   and  e-commerce
industries,  we  are  subject  to  all  the substantial risks inherent  in  the
commencement of a new business enterprise.  We can provide no assurance that we
will be able to successfully generate revenues, operate profitably, or make any
distributions  to  the holders of our securities.   Additionally,  we  have  no
significant business history.  Our prospects must be considered in light of the
risks, expenses and  difficulties  encountered by companies in the early stages
of development.  Such risks include,  but  are  not limited to, an evolving and
unpredictable business model and the management of  growth.   We can provide no
assurance that we will be successful in addressing such risks,  and the failure
to do so could have a material adverse effect on our business.

We Incurred Operating Losses for the Current Year

       At  December  31,  2003,  our  accumulated  deficit since inception  was
$22,353,887.  For the twelve months ended December 31,  2003, we incurred a net
loss of $242,022.  We have incurred a net loss in each year  of  our existence,
and have financed our operations primarily through sales of equity securities.

We Have Significant Funding Needs.

       We  require  capital funds for payment of past due accounts payable  and
notes payable.    However,  we can provide no assurance that capital funds will
be raised.  If adequate funds  are  unavailable,  we may delay, curtail, reduce
the scope of or eliminate our operations and sales  efforts  which could have a
material adverse effect on our financial condition and business operations.

 Quarterly Operating Results May Fluctuate.

       Based on our business and industry, we expect to experience  significant
fluctuations  in  our  future  quarterly operating results due to a variety  of
factors, many of which are outside  our  control.  Factors  that  may adversely
affect our quarterly operating results include:

       .  our  ability  to  attract  new  customers  at a steady rate  and
          maintain customer satisfaction,

       .  the demand for the products and services we intend to market,

       .  the amount and timing of capital expenditures  and  other  costs
          relating to the expansion of our operations,

       .  the  introduction  of  new  or  enhanced  services  by us or our
          competitors, and

       .  economic  conditions  specific  to the Technology, internet,  e-
          commerce or all or a portion of the technology market.

As a Technology Based Company, We are in an Intensely Competitive Industry.

       The Internet and e-commerce industries are  highly competitive, and have
few barriers to entry. Although there are few competitors who offer the same or
similar  services  of  the  type  we offer, we can provide  no  assurance  that
additional competitors will not enter markets that we intend to serve.

       We believe that our ability  to  compete  depends  on  many factors both
within and beyond our control, including the following:

       .  the timing and market acceptance of our business model,

       .  our competitors' ability to gain market control,



                                        10


       .  the success of our marketing efforts,

       .  acquisitions of companies with new internet models or technology,

       .  refocusing companies to internet based models,

       .  using current relations to extend all business sales and marketing.

Our  Operations May be Significantly Impaired by  Changes  in  or  Developments
under   Domestic  or  Foreign  Laws,  Regulations,  Licensing  Requirements  or
Telecommunications Standards.

       We  are  not  currently subject to direct regulation by any governmental
agency, other than regulations  applicable  to  businesses generally.  However,
due to the increasing popularity and use of the Internet, it is possible that a
number  of laws and regulations may be adopted with  respect  to  the  Internet
covering   issues   such   as   user  privacy,  pricing,  content,  copyrights,
distribution, and characteristics  and  quality  of products and services.  The
adoption of such laws or regulations may decrease  the  growth of the Internet,
which  could, in turn, decrease the demand for our services  and  increase  our
cost of  doing  business.   Moreover,  the  applicability  to  the  Internet of
existing  laws  in  various  jurisdictions  governing  issues  such as property
ownership, sales and other taxes, libel and personal privacy is  uncertain  and
may  take  years to resolve.  Any such new legislation, the application of laws
and regulations  from  jurisdictions  whose  laws do not currently apply to our
business, or the application of existing laws  to  the  Internet  could  have a
material adverse affect on our business.

The Volatility of Our Securities Prices May Increase.

       The  market  price of our common stock has in the past been, and may  in
the future continue to  be,  volatile. A variety of events may cause the market
price of our common stock to fluctuate significantly, including:

       .  quarter to quarter variations in operating results,

       .  adverse news announcements,

       .  market conditions  in  the Internet-based professional services,
          business, and business-to-business e-commerce.

       In  addition,  the  stock  market  in   recent   years  has  experienced
significant price and volume fluctuations that have particularly  affected  the
market  prices  of equity securities of many companies in our business and that
often have been unrelated to the operating performance of such companies. These
market fluctuations may adversely affect the price of our common stock.

We May be Required  to  Issue Stock in the Future That Will Dilute the Value of
Our Existing Stock.

       We currently have 3,426,800 outstanding options.  The exercise of all of
the outstanding options would dilute the then-existing shareholders' percentage
ownership of our common stock,  and  any  sales  in  the  public  market  could
adversely affect prevailing market prices for our common stock.  Moreover,  our
ability  to  obtain additional equity capital could be adversely affected since
the holders of  outstanding  options  will  likely exercise the options when we
probably could obtain any needed capital on terms  more  favorable  than  those
provided  by these securities.  We lack control over the timing of any exercise
or the number of shares issued or sold if exercises occur.



                                        11



Our Failure  to Manage Future Growth Could Adversely Impact Our Business Due to
the Strain on Our Management, Financial and Other Resources.

       Our ultimate  success  depends  on  our ability to manage growth. In the
future, we may have to increase staff rapidly  and integrate new personnel into
our operations without affecting productivity. We  will have to ensure that our
administrative systems and procedures are adequate to  handle  such growth.  It
is  unclear  whether  our  systems, procedures or controls will be adequate  to
support our operations or that our management will be able to achieve the rapid
execution necessary to exploit  our  business plan.  If our systems, procedures
or controls are inadequate, our operations and financial condition may suffer.

OUTLOOK

       The  Company strives to create positive  shareholder  value  from  every
holding in its  portfolio.   Some holdings will not reach their full potential.
The Company is not looking to grow or add to any of its holdings.

INFLATION

       Our  business  and operations  have  not  been  materially  affected  by
inflation during the periods for which financial information is presented.


                                        12


<PAGE>


PART II

ITEM 7.  FINANCIAL STATEMENTS

       The following constitutes  a  list  of  Financial Statements included in
Part II of this Report beginning at page 16 of this Report:


                                 ENSURGE, INC.

                         INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                               Page
<S> <C>                                                                        <C>
   Report of Independent Certified Public Accountants...................        14

   Consolidated Statement of Assets, Liabilities and Stockholders' Deficit -
     Liquidation Basis as of December 31, 2003 and Consolidated Balance
     Sheets as of December 31, 2002.......................................      15

   Consolidated Statement of Revenue and Expenses - Liquidation Basis for
     the Year Ended December 31, 2003 and Consolidated Statement of Operations
     for the Year Ended December 31, 2002...............................        16

   Consolidated Statements of Stockholders' Deficit for the Year Ended
     December 31, 2002 and Consolidated Statement of Stockholders' Deficit -
     Liquidation Basis for the Year Ended December 31, 2003.............        17

   Consolidated Statement of Cash Flows - Liquidation Basis for the Year
     Ended December 31, 2003 and Consolidated Statement of Cash Flows for
     the Year Ended December 31, 2002...................................        18

   Notes to Consolidated Financial Statements...........................        19


</TABLE>
                                      - 13 -

<PAGE>


HANSEN, BARNETT & MAXWELL
    A Professional Corporation
   CERTIFIED PUBLIC ACCOUNTANTS
     5 Triad Center, Suite 750
   Salt Lake City, UT 84180-1128
       Phone: (801) 532-2200
        Fax: (801) 532-7944
          www.hbmcpas.com




              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and the Shareholders
   EnSurge, Inc.

We have audited the accompanying consolidated statement of assets, liabilities,
and  stockholders'  deficit-liquidation  basis  of  EnSurge,   Inc.,  a  Nevada
corporation,  and subsidiaries (the Company) as of December 31, 2003,  and  the
related consolidated  statements  of  revenues  and expenses-liquidation basis,
stockholders' deficit-liquidation basis, and cash  flows-liquidation  basis for
the year then ended. In addition, we have audited the accompanying consolidated
balance  sheet as of December 31, 2002, and the related consolidated statements
of operations  and comprehensive loss, stockholders' equity (deficit), and cash
flows for the year  then ended. These consolidated 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  auditing  standards  generally
accepted in the  United States of America. Those standards require that we plan
and  perform the audits  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material misstatements. An audit
includes examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the consolidated financial statements. An audit also  includes
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.

As described in Note 1 to the consolidated financial statements,  EnSurge, Inc.
and  its  subsidiaries  began liquidation on January 1, 2002. As a result,  the
Company has changed its basis  of accounting for periods subsequent to December
31, 2001 from the going-concern basis to a liquidation basis.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects,  the  assets,  liabilities, and stockholders'
deficit-liquidation basis of EnSurge, Inc. and subsidiaries  as of December 31,
2003,   their   revenues   and   expenses-liquidation  basis  and  their   cash
flows-liquidation basis for the year  then  ended, their consolidated financial
position as of December 31, 2002, and the results of their operations and their
cash flows for the year then ended, in conformity  with  accounting  principles
generally  accepted  in  the  United  States  of  America  applied on the bases
described in the preceding paragraph.


                                           HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 30, 2004



                                       14

<PAGE>




                                 ENSURGE, INC.
   CONSOLIDATED STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS' DEFICIT -
                LIQUIDATION BASIS AS OF DECEMBER 31, 2003 AND 2002


                                                           2003        2002
                                                       -----------  ----------
                                    ASSETS
CURRENT ASSETS
  Cash................................................ $       211  $      247
                                                       -----------  ----------

   TOTAL CURRENT ASSETS...............................         211         247
                                                       -----------  ----------

TOTAL ASSETS.......................................... $       211  $      247
                                                       ===========  ==========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Trade accounts payable.............................. $ 1,535,899  $ 1,532,433
  Accrued liabilities.................................   2,104,795    1,883,527
  Notes payable.......................................   2,433,129    2,415,877
                                                       -----------  -----------

   TOTAL CURRENT LIABILITIES..........................   6,073,823    5,831,837
                                                       -----------  -----------

STOCKHOLDERS' DEFICIT
  Common stock - $0.001 par value; 100,000,000 shares
   authorized; 100,000,000 shares outstanding.........     100,000      100,000
  Additional paid-in-capital..........................  16,180,275   16,180,275
  Accumulated deficit................................. (22,353,887) (22,111,865)
                                                       -----------  ------------

TOTAL STOCKHOLDERS' DEFICIT...........................  (6,073,612)  (5,831,590)
                                                       -----------  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT........... $       211  $       247
                                                       ===========  ===========


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

                                       15

<PAGE>


                                 ENSURGE, INC.
  CONSOLIDATED STATEMENTS OF REVENUE AND EXPENSES - LIQUIDATION BASIS FOR THE
                    YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                           2003        2002
                                                       -----------  ----------

SALES................................................. $     6,136  $    6,742
                                                       -----------  ----------

EXPENSES
  General and administrative..........................      64,966     233,575
   Interest expense...................................     183,193     180,183
  Gain on forgiveness of liability....................           -    (199,595)
   Impairment of securities available for sale........           -     395,000
                                                       -----------  ----------
   TOTAL EXPENSES.....................................     248,158     609,163
                                                       -----------  ----------

LOSS FROM CONTINUING OPERATIONS.......................    (242,022)   (602,420)
LOSS FROM DISCONTINUED OPERATIONS.....................           -     (14,727)
                                                       -----------  ----------
NET LOSS.............................................. $  (242,022) $ (617,148)
                                                       ===========  ==========
BASIC AND DILUTED LOSS PER COMMON SHARE
  Continuing operations............................... $     (0.01) $    (0.01)
  Discontinued operations.............................           -       (0.00)
                                                       -----------  ----------
    Net loss.......................................... $     (0.01) $    (0.01)
                                                       ===========  ==========

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING.......................................... 100,000,000  96,726,776
                                                       ===========  ==========

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

                                       16


<PAGE>


                                 ENSURGE, INC.

       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - LIQUIDATION BASIS
                FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2003


<TABLE>
<CAPTION>

                                                                               UNREALIZED
                                                                                GAIN ON
                                  COMMON STOCK         ADDITIONAL    UNEARNED  INVESTMENT                     TOTAL
                             ------------------------    PAID-IN      COMPEN-      IN      ACCUMULATED    STOCKHOLDERS'
                                SHARES       AMOUNT      CAPITAL      SATION   SECURITIES    DEFICIT         DEFICIT
                              -----------  ----------  ------------  ---------  ---------  ------------   ------------

<S>                          <C>          <C>         <C>           <C>        <C>        <C>            <C>
BALANCE - DECEMBER 31, 2001    87,459,814  $   87,460  $ 16,180,275  $       -  $       -  $(21,494,717)  $ (5,226,982)
Issuance of common stock for
  payment of note payable      10,375,586      10,375             -          -          -             -         10,375
Issuance of common stock for
  services                      2,164,600       2,165             -          -          -             -          2,165
Net loss                                -           -             -          -          -      (617,148)      (617,148)
                              -----------  ----------  ------------  ---------  ---------  ------------   ------------

BALANCE - DECEMBER 31, 2002   100,000,000  $  100,000  $ 16,180,275  $       -  $       -  $(22,111,865)  $ (5,831,590)

Net loss                                -           -             -          -          -      (242,022)      (242,022)
                              -----------  ----------  ------------  ---------  ---------  ------------   ------------
BALANCE - DECEMBER 31, 2003   100,000,000  $  100,000  $ 16,180,275  $       -  $       -  $(22,353,887)  $ (6,073,612)
                              ===========  ==========  ============  =========  =========  ============   ============

</TABLE>

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

                                       17


<PAGE>


                                 ENSURGE, INC.
          CONSOLIDATED STATEMENTS OF CASH FLOWS - LIQUIDATION BASIS
                FOR THE YEAR ENDEDS DECEMBER 31, 2003 AND 2002


                                                             2003        2002
                                                        ---------   ---------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss..............................................$(242,022)  $(617,148)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Depreciation........................................        -       4,293
    Services and expenses paid with common stock........        -       2,165
    Forgiveness of liability............................        -    (199,595)
    Impairment loss on marketable securities............        -     395,000
    Impairment loss on property and equipment...........        -      10,004
    Changes in assets and liabilities, net of effects
     from acquisitions:
      Other current assets..............................        -      28,377
      Trade accounts payable............................    3,466      42,199
      Accrued liabilities...............................  221,268     327,652
                                                        ---------   ---------
NET CASH USED IN OPERATING ACTIVITIES...................  (17,288)     (7,053)
                                                        ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures..................................        -           -
                                                        ---------   ---------
NET CASH USED IN INVESTING ACTIVITIES...................        -           -
                                                        ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in notes payable.............................   17,252           -
                                                        ---------   ---------
     NET CASH PROVIDED BY FINANCING ACTIVITIES..........   17,252      (7,053)
                                                        ---------   ---------

NET INCREASE IN CASH....................................      (36)     (7,053)

CASH AT BEGINNING OF YEAR...............................      247       7,300
                                                        ---------   ---------
CASH AT END OF YEAR.....................................$     211   $     247
                                                        =========   =========


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

                                       18


<PAGE>


                                 ENSURGE, INC.
                   NOTES TO CONSOLIDATED FINANCAL STATEMENTS




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. and  its  subsidiaries  are referred to
herein  as  the Company.  On January 1, 2002, the Company began liquidation  of
its assets; accordingly, the accompanying consolidated financial statements are
presented on a liquidation basis of accounting.

PRINCIPLES  OF   CONSOLIDATION   -   The  accompanying  consolidated  financial
statements  include the accounts of enSurge,  Inc.  and  the  accounts  of  its
wholly-owned   subsidiaries.  All  significant  intercompany  transactions  and
balances have been  eliminated in consolidation. The results of operations from
Now Seven.com, Inc. have  been  reported  as  discontinued  operations  for all
periods presented.

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.

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 $6,073,612 at December 31, 2003.  The
Company has  no  means  available  nor does management have any plans to obtain
financing  to  satisfy  the  Company's current  liabilities  of  $6,073,823  at
December 31, 2003 or to satisfy  any  of  the Company's contingent liabilities.
The Company has defaulted on several liabilities  and is a defendant in several
resulting lawsuits.

SALES RECOGNITION - Sales consist primarily of providing  database  services to
customers.   Revenue from the services and the sale of database information  is
recognized upon  completion  and delivery of the services and acceptance by the
customer.

STOCK-BASED COMPENSATION - The Company accounts for its stock options issued to
directors, officers and employees under Accounting Principles Board Opinion No.
25 and related interpretations  ("APB  25"). Under APB 25, 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  accounts for options
and  warrants  issued  to  non-employees  in  accordance  with  SFAS  No.  123,
Accounting  for  Stock-Based  Compensation"  (SFAS  123)  which requires  these
options and warrants to be accounted for at their fair value.

No options were granted during the years ended December 31,  2002 and 2003.  If
the compensation cost from options granted to employees in previous  years  had
been  determined based on the fair value on the grant dates consistent with the
alternative  method set forth under Statement of Financial Accounting Standards
No. 123, net loss  and loss per share for the years ended December 31, 2003 and
2002 would not have  changed.   Therefore,  pro forma financial information has
not been presented.


BASIC AND DILUTED LOSS 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.



                                        19


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 October 2001, the FASB issued  SFAS
No. 144, Accounting  for the Impairment or Disposal of Long-Lived Assets." This
statement establishes  financial  accounting  and  reporting  standards for the
impairment or disposal of long-lived assets. The adoption of this  statement on
January  1,  2002,  did  not  have a material effect on the Company's financial
position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB  Statement No. 13, and Technical Corrections."
Among other provisions, this statement modifies the criteria for classification
of gains or losses on debt extinguishments  such  that they are not required to
be  classified  as extraordinary items if they do not  meet  the  criteria  for
classification as  extraordinary  items  in  APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects  of  Disposal  of  a Segment of a
Business,  and  Extraordinary,  Unusual  and Infrequently Occurring Events  and
Transactions." The Company adopted this standard during the year ended December
31, 2002, with no effect on its financial statements.

In July 2002, the FASB issued SFAS No. 146,  "Accounting  for  Costs Associated
with  Exit  or  Disposal  Activities."  The  statement  requires  companies  to
recognize  costs  associated  with  exit  or disposal activities when they  are
incurred rather than at the date of a commitment  to  an exit or disposal plan.
The Company adopted this statement on January 1, 2003.  The  adoption  of  this
standard did not have a material effect on the Company's financial position  or
results of operations.

NOTE 2 - NOTES PAYABLE

The  Company  received  proceeds  of  $17,252 under the terms of a note payable
during 2003.  The note is due on demand,  unsecured and accrues interest at 15%
per annum.

The Company has ceased to accrue interest on  a  note  payable  to  a  bank, in
default, secured by the assets of Atlantic Technologies International, Inc.  in
the  amount  of  $184,159,  as  well  as  a 12% note payable, due on demand and
unsecured, due to an officer of Uniq in the amount of $80,622.

A summary of notes payable at December 31, 2003 and 2002 is as follows:


                                                     2003         2002
                                                 -----------   ----------
6.06% Notes payable, due November 1997, in
  default, secured by mining claims held
  previously by a former subsidiary..............$   126,000   $  126,000

Note payable to a bank, in default, secured by
  assets of Atlantic Technologies International,
  Inc............................................    184,159      184,159

8% Notes payable, due on demand, unsecured.......  1,716,931    1,716,931

12% Note payable, due on demand, unsecured.......     80,622       80,622

13% Note payable, due on demand, unsecured.......    285,811      285,811

15% Note payable, due on demand, unsecured.......     17,252            -

18% Note payable, due on demand, unsecured.......     18,000       18,000

Non-interest bearing obligations incurred in
  connection with acquisition of businesses, due
  on demand, unsecured...........................      4,354        4,354
                                                 -----------   ----------

   TOTAL NOTES PAYABLE...........................$ 2,433,129   $2,415,877
                                                 ===========   ==========


                                        20


NOTE 6 - COMMON STOCK ISSUANCES

In December 2002 the Company issued 2,164,600  shares  for  services  valued at
$2,165 or $0.0001 per share.

On  February  8, 2002, the Company issued 10,375,586 shares of common stock  in
exchange for the  forgiveness  of  $10,375  of  a note payable. During 2002 the
Company  also issued 2,164,600 shares for services,  as  mentioned  above.  The
issuance of  these  shares  resulted  in  the Company having 100,000,000 shares
outstanding,  which is the maximum authorized  shares  of  the  Company.  As  a
result, option  holders  cannot  exercise  their options until the shareholders
approve an amendment to the Company's articles of incorporation.


NOTE 7 - STOCK OPTIONS

A summary of stock option activity for the years  ending  December 31, 2003 and
2002 is as follows:

                                                                  Weighted
                                                                   Average
                                                     Exercise     Exercise
                                         Options       Price        Price
                                        ---------  -------------  ---------
        Balance, December 31, 2001..... 3,426,800  $0.03 - $7.60   $ 0.63
                                        ---------
        Balance, December 31, 2002..... 3,426,800   0.03 -  7.60     0.63
                                        ---------
        Balance, December 31, 2003..... 3,426,800   0.03 -  7.60     0.63
                                        =========
        Exercisable, December 31, 2003. 3,426,800   0.03 -  7.60     0.63
                                        =========


A summary of stock options outstanding and  exercisable as of December 31, 2003
follows:

<TABLE>
<CAPTION>
                                Options Outstanding                Options Exercisable
                   ---------------------------------------------  ---------------------
                                                                              Weighted-
       Range of      Number     Weighted-Average                    Number      Average
       Exercise    Outstanding     Remaining     Weighted-Average Exercisable  Exercise
        Prices     At 12/31/03  Contractual Life  Exercise Price  At 12/31/03    Price
     ------------- -----------  ----------------  --------------  -----------    ------
<S>  <C>           <C>          <C>              <C>             <C>           <C>
     $0.03 - $0.10  2,726,800      2.3 years        $   0.03       2,726,800    $ 0.03
         1.75         400,000      0.9 years            1.75         400,000      1.75
         4.00         250,000      1.3 years            4.00         250,000      4.00
         7.60          50,000      1.3 years            7.60          50,000      7.60
      0.03 - 7.60   3,426,800                                     3,426,800

</TABLE>


                                        21


NOTE 8 - PROVISION FOR INCOME TAXES

The  Company has operating loss carry forwards of approximately  $6,593,000  at
December  31,  2003. The operating loss carry forwards expire from 2019 through
2022. 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, 2003 and 2002:

                                                       2003         2002
                                                    -----------  -----------
   DEFERRED TAX ASSETS
      Operating loss carry forwards.................$ 5,492,273  $ 5,416,200
      Accrued liabilities...........................    542,958      528,756
                                                    -----------  -----------
      TOTAL DEFERRED TAX ASSETS.....................  6,035,231    5,944,956
   VALUATION ALLOWANCE.............................. (6,035,231)  (5,944,956)
                                                    -----------  -----------
   NET DEFERRED TAX ASSET...........................$         -  $         -
                                                    ===========  ===========

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:

                                                        2003         2002
                                                    -----------  -----------

      Benefit at statutory rate (34%)...............$    82,287  $   204,087
      Change in valuation allowance.................    (90,275)    (223,895)
      State tax benefit, net of federal tax effect..      7,988       19,808
                                                    -----------  -----------
      NET BENEFIT (EXPENSE) FROM INCOME TAXES.......$         -  $         -
                                                    ===========  ===========

NOTE 9 - COMMITMENTS AND CONTINGENCIES

COMPANY  AS  GUARANTOR  -  In October 2000, the Company, a  former  subsidiary,
Theodore Belden and James Corcoran  entered  into  an  agreement  to  settle  a
royalty  payable  to Belden and Corcoran by a former subsidiary.  The Companies
agreed to pay Belden $237,603 and Corcoran $450,720 for past and future Royalty
liabilities.  The shares  were  valued  at  $353,832  or  $4.00 per share.  The
Company  is  acting  as guarantor of the notes payable to Belden  and  Corcoran
totaling $688,323.

E-COMMERCE EXCHANGE. V.  OUTBOUND  ENTERPRISES, INC. OR ISHOPPER.COM, INC. - In
December 2000, E-Commerce brought suit  against  Outbound and iShopper Internet
Services, former subsidiaries of the Company, seeking  recovery of amounts owed
for services provided in the amount of $15,939. There was  no  dispute that the
sums claimed were owed and judgment was entered against Outbound  and  iShopper
Internet Services.  As of December 31, 2003, the Company has accrued the  above
liability.

MEDIA  SOURCE,  INC. V. ISHOPPER INTERNET SERVICES, INC. - In April 2000, Media
Source,  Inc  brought   suit  against  iShopper  Internet  Services,  a  former
subsidiary, and the Company  seeking  recovery  of amounts owed for promotional
material and products furnished to iShopper Internet  Services,  Inc.,  in  the
amount  of  $53,399 plus interest and attorneys fees.  The Company acknowledged
that $43,429  was  owed  by  iShopper  Internet  Services  and an agreement was
entered into to pay the undisputed sum, over time.  As a result,  Media  Source
dismissed  the  lawsuit.  iShopper Internet Services made the first installment
payment of $10,000 but lacked funds to pay the balance.  The obligation for the
unpaid balance under the settlement agreement is undisputed. As of December 31,
2003, the Company has accrued the above liability.



                                        22



MEDIABANG. L.C. V.  ISHOPPER  INTERNET SERVICES, INC. - In April 2000, iShopper
Internet Services was informed  that  MediaBang  had filed suit against them in
December  1999  seeking  recovery  of  amounts  owed for  programming  services
furnished to iShopper Internet Services on an open  contract  in  the amount of
$10,136 plus interest and fees.  Negotiations resulted in a settlement  reduced
to writing in November 2000, under which MediaBang agreed to accept installment
payments  against  a  $7,000  settlement  amount,  conditional on the Company's
agreement to guarantee payments.  The lawsuit was subsequently  dismissed.   In
November  2000,  $2,000  was  paid  reducing  the  liability  to $5,000.  As of
December 31, 2003, the Company has accrued the remaining liability.

POSITIVE  RESPONSE,  INC. V. ISHOPPER INTERNET SERVICES, INC. - In  July  2000,
Positive Response brought  suit  against  iShopper  Internet  Services  seeking
recovery  of  amounts  owing  for a data base on potential customer or customer
contracts in the amount of $41,896.   Settlement  in  the matter was reached in
the  compromised  amount  of $37,000, to be satisfied on installment  payments.
All required installment payments except a final payment of $10,000 due October
14, 2000 were made. Positive Response has applied to the Court for judgment for
the unpaid balance, plus interest  from  the date of judgment at the legal rate
of  8.052%.   As  of  December  31, 2003, the Company  has  accrued  the  above
liability.

IOS CAPITAL, INC. V. ISHOPPER INTERNET  SERVICES,  INC.  - In January 2001, IOS
Capital  brought  suit against iShopper Internet Services seeking  replevin  of
leased copy machines  and  judgment  for  lease balances totaling $17,553, plus
interest and attorneys fees.  iShopper Internet  Services  filed  its answer in
February 2001 inviting the plaintiff to retrieve both items of equipment.

The Company is in default on the leases.  As of December 31, 2003,  the Company
has accrued the above liability.

ONESOURCE.COM  V.  OUTBOUND  ENTERPRISES  AND ENSURGE, INC. - In October  2000,
OneSource.com brought suit against Outbound  seeking  recovery for amounts owed
for printing services and related products furnished between  October  1999 and
January  2000  in  the  amount  of $76,157.  Settlement was reached in December
2000,  on  terms  that entitled OneSource  to  judgment  against  Outbound  and
Company,  as  its guarantor,  if  settlement  installments  were  not  made  as
required. The Company has defaulted in settlement payments and judgment against
Outbound and the  Company  was  entered  on  March  30,  2001, in the amount of
$85,096, including interest costs and attorneys fees. As of  December 31, 2003,
the Company has accrued the above liability.

PACIFIC MEDIA DUPLICATION, LLC V. ISHOPPER.COM, INC., TOTALINET.NET,  INC.  AND
RICHARD  SCAVIA.  -  In  January  2001,  Pacific Media brought suit against the
Company, TotaliNet, a former subsidiary, and Richard Scavia seeking recovery of
balances owed under a sublease by TotaliNet  of  office  space and equipment in
the amount of $30,000 and $38,437, respectively. The plaintiff  claims  against
TotaliNet and the Company as guarantor on the office lease, and against Scavia,
as  its  prior president and as guarantor, on the equipment lease.  The Company
does not dispute  TotaliNet's  obligations  (nor  its obligations as guarantor)
under the office lease

..  The  Company  is  in default on the leases.  As of December  31,  2003,  the
Company has accrued the above liability.

PAYCHEX, INC. V ENSURGE,  INC. AND SUBSIDIARIES. - In March 2001, Paychex filed
for arbitration with the American  Arbitration  Association  in  Syracuse,  New
York,  against  enSurge  and  its subsidiaries for employee payroll and payroll
taxes  paid by Paychex. Paychex  has  filed  arbitration  separately  for  each
company  as  follows:  enSurge,  Inc. $45,146; iShopper Internet Services, Inc.
$13,247; TotaliNet, net, Inc. $17,416; Uniq Studios, Inc. $22,002, and Atlantic
Technologies International, Inc. $28,079, both former subsidiaries. All amounts
bear interest at 1.5% per month, plus costs and attorney's fees. As of December
31, 2003, the Company has accrued the above liabilities.



                                        23



NCX CORPORATION V ATLANTIC TECHNOLOGIES  INTERNATIONAL, INC. - In October 2000,
NCX Corporation filed suit in the Superior  Court  of  California,  Los Angeles
County,  against Atlantic Technologies International, Inc. seeking recovery  of
balances owed  for  past  due accounts payable in the amount of $29,472.  As of
December 31, 2003, the Company has accrued the above liability.

ALLISON EWRIN COMPANY V ATLANTIC TECHNOLOGIES INTERNATIONAL, INC. - On April 7,
1999, Allison Erwin Company  filed  suit in the Circuit Court of Orange County,
Florida, against Atlantic Technologies  International, Inc. seeking recovery of
balances  owed  for  past  due  accounts payable  in  the  amount  of  $30,666.
Settlement was reached for $12,000,  with  payments  to have started on May 25,
2001, but were not made.  As of December 31, 2003, the  Company has accrued the
above liability.

SCANPORT, INC. V ATLANTIC TECHNOLOGIES, INC. - On March 9, 2001, Scanport, Inc.
filed  suit  in the Circuit Court of Orange County, Florida,  against  Atlantic
Technologies International, Inc. seeking recovery of balances owed for past due
accounts payable  in  the  amount  of  $59,212.   As  of December 31, 2003, the
Company has accrued the above liability.

AVNET ELECTRONICS MARKETING, INC. V ATLANTIC TECHNOLOGIES INTERNATIONAL, INC. -
On March 27, 2001, Avnet Electronics Marketing, Inc. filed  suit in the Circuit
Court  of Orange County, Florida, against Atlantic Technologies  International,
Inc. seeking  recovery  of  balances  owed for past due accounts payable in the
amount of $32,856.  As of December 31,  2003, the Company has accrued the above
liability.

US DRIVE TECHNOLOGY CORPORATION V ATLANTIC  TECHNOLOGIES  INTERNATIONAL, INC. -
On March 24, 1999, US Drive Technology Corporation filed suit  in  the  Circuit
Court  of  Orange County, Florida, against Atlantic Technologies International,
Inc. seeking  recovery  of  balances  owed for past due accounts payable in the
amount of $39,199. Settlement was reached  for  $39,199  and payments were made
paying down the liability to $24,199. As of December 31, 2003,  the Company has
accrued the above liability.

TROGON COMPUTER CORPORATION V ATLANTIC TECHNOLOGIES INTERNATIONAL,  INC.  -  On
June  15,  1999, Trogan Computer Corporation filed suit in the Circuit Court of
Orange County,  Florida,  against  Atlantic  Technologies  International,  Inc.
seeking  recovery  of balances owed for past due accounts payable in the amount
of $16,771. Settlement  was  reached  for  $6,825, with ten monthly payments at
$682 to have started on October 10, 2000, however,  the payments were not made.
As of December 31, 2003, the Company has accrued the above liability.

SUNTRUST  BANK, N.A. V ATLANTIC TECHNOLOGIES INTERNATIONAL,  INC.  -  In  April
2001, Suntrust  Bank filed suit in the Circuit Court of Orange County, Florida,
against Atlantic  Technologies International, Inc. seeking recovery of balances
owed for a past due  line  of  credit in the amount of $184,415. As of December
31, 2003, the Company has recorded this liability.

A-BUSINESS FUNDING GROUP V ENSURGE,  INC.  In November 2003, A-Business Funding
Group  filed suit in the Circuit Court  of  Salt  Lake  County,  Utah,  against
Ensurge,  Inc. seeking recovery of balances owed in the amount of $50,000. This
liability is recorded at December 31, 2003.



                                        24



GLOBAL FUNDING  V ENSURGE, INC.  In November 2003, Global Funding filed suit in
the Circuit Court  of  Salt  Lake  County,  Utah, against Ensurge, Inc. seeking
recovery of balances owed in the amount of $100,000. This liability is recorded
at December 31, 2003.

REA, LLC V ENSURGE, INC.  In November 2003, REA,  LLC filed suit in the Circuit
Court  of  Salt Lake County, Utah, against Ensurge, Inc.  seeking  recovery  of
balances owed  in the amount of $40,000. This liability is recorded at December
31, 2003.



                                        25

<PAGE>




ITEM 8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

   None



PART III


ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.


      The  following  sets forth certain information  regarding  our  executive
officers as of April 30, 2004:

    Name              Age                    Position
--------------        ---       -------------------------------------

Jeff A. Hanks         38        President and Chief Financial Officer


      Jeff A. Hanks, President  and  CFO:   Mr.  Hanks  is  President and Chief
Financial Officer for EnSurge.

      All of the current executive officers and directors of the Company were
delinquent in filing their Initial Statements of Beneficial Ownership on Form
3.


IEM 10.     EXECUTIVE COMPENSATION

      Jeff  A. Hanks served as CEO of EnSurge, Inc. during the  last  completed
fiscal year and  was not compensated during that time period.  No other officer
of the company was compensated in excess of $100,000.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      None


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None



ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits.

      21.1  Subsidiaries of EnSurge, Inc.
      24.1  Powers of Attorney for Messrs.  Hanks.
      (b).  Reports on Form 8-K:



                                        26


ITEM 14.    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 a
date (the "Evaluation Date") within 90 days before the filing date of this
quarterly report, 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.



                                        27




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.



May 6, 2004                     By:  /s/  Jeff A. Hanks
                                   _____________________________________
                                   JEFF A. HANKS, CHIEF EXECUTIVE
                                   OFFICER, CHIEF FINANCIAL OFFICER,
                                   SECRETARY, DIRECTOR


      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/  Jeff A. Hanks
_________________________________      President, Chief Executive Officer, and
JEFF A. HANKS                          Chief Financial Officer, and Director





                                        28




                                 EXHIBIT INDEX

      21.1  Subsidiaries of EnSurge, Inc.
      24.1  Powers of Attorney for Messrs.  Hanks.
      99.1  CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,
            AS ADOPTED PURSUANT TO SECTION 906
            OF THE SARBANES-OXLEY ACT OF 2002




*  Previously filed and incorporated herein by reference.