**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        DC 20549
 
 FORM
        10-KSB
 
 (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, 2006**
  [   
                 ]
              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 incorporation or organization)
              (I.R.S.
                  Employer 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 $0.
  The
        aggregate market value of the voting and non-voting common stock held by
        non-affiliates of the registrant as of April 2, 2007 was approximately
        $300,000.
  The
        registrant had issued and outstanding 10,111,256 shares of its common stock
        on
        April 2, 2007.
   
  **EnSurge,
        INC.**
 **FORM
        10-KSB**
 **FOR
        THE YEAR ENDED DECEMBER 31, 2006**
  **PART
                  I**ITEM
                  1.
              BUSINESS
              1ITEM
                  2.
              PROPERTIES
              3ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              3ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              4**PART
                  II**ITEM
                  5.
              MARKET
                  FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              5ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS
              6ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              9REPORT
                  OF INDEPENDENT ACCOUNTANTS
              10CONSOLIDATED
                  STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS’ DEFICIT - LIQUIDATION
                  BASIS
              11CONSOLIDATED
                  STATEMENTS OF REVENUE AND EXPENSES - LIQUIDATION BASIS
              12CONSOLIDATED
                  STATEMENTS OF STOCKHOLDERS’ DEFICIT - LIQUIDATION BASIS
              13CONSOLIDATED
                  STATEMENTS OF CASH FLOWS - LIQUIDATION BASIS
              14NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              15ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              19ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              19**PART
                  III**ITEM
                  9.
              DIRECTORS
                  AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE
                  WITH
                  SECTION 16(a) OF THE EXCHANGE ACT
              20ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              20ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              20ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              20ITEM
                  13.
              EXHIBITS
                  AND REPORTS ON FORM 8-K
              21ITEM
                  14.
              PRINCIPAL
                  ACCOUTANT FEES AND SERVICES
              21SIGNATURES
              22EXHIBIT
                  INDEX
              23SUBSIDIARIES
                  OF THE REGISTRANT
              Exhibit
                  21.1POWER
                  OF ATTORNEY
              Exhibit
                  24.1SARBANES
                    OXLEY CERTIFICATION
              Exhibit
                  99.1
  
  **PART
        I**
  **ITEM
                  1.**
              **BUSINESS**
  EnSurge
        is a technology company.
   **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.
  1
 
 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.
 
 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. This provided
        each
        shareholder 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 th ,
        2006
        the company approved a 1 for 3,000 reverse split in its common stock. The
        Company did not reverse any certificate that is less than 100 shares or any
        certificate more than 100 shares to an amount below 100 shares. The accompanying
        financial statements have been presented to reflect this reverse stock
        split.
  On
        September 28, 2006, the Company entered into an agreement with Portsmith
        Partner
        of Nevada, Inc., a related party shareholder of Ensurge, to purchase all
        shares
        of stock of Outbound, iShopper I.S., ECenter, NowSeven, StinkyFeet, Uniq
        Studios, TotalInet, ATI, ISSI, and ZaiBon (Ensurge subsidiaries).
   **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,
   2
  ·
              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.
  **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.
  **Employees**
  As
        of
        April 2, 2007, Ensurge 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 is located
        and
        managed at the corporate facility.
   **ITEM
                  3.**
              **LEGAL
                  PROCEEDINGS******
  EnSurge
        has several outstanding law suits, which approximate, $320,242. Settlement
        arrangements are in the process, however due to lack of cash, any arrangements
        are uncertain.
 
 ***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 a 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.
 
 ***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 for employee payroll and payroll taxes
        paid
        by Paychex. Paychex has filed arbitration for EnSurge, Inc. for $45,145.
        All
        arbitrations are still in process and nothing has been resolved to date.
        As the
        Company obtains funds it will seek opportunity to resolve this matter.
 
  3
  ***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
 
 
 
 
 
 
 
 
 
 
 
 
 
    
  4
 
 **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 [ESGI]. 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****2005**First
                  Quarter
              
              $
              12.12
              
              $
              3.03SecondQuarter
              
              
              11.82
              
              
              3.03Third
                  Quarter
              
              
              22.73
              
              
              6.06Fourth
                  Quarter
              
              
              9.39
              
              
              4.55**2006**First
                  Quarter
              
              $
              9.09
              
              $
              4.55SecondQuarter
              
              
              9.09
              
              
              0.25Third
                  Quarter
              
              
              3.50
              
              
              0.36Fourth
                  Quarter
              
              
              1.13
              
              
              0.51
  **Approximate
        Number of Equity Security holders**
  On
        April
        2, 2007, 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.
 
  5
  **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**
  On
        January 6 th ,
        2007
        the Company issued 10,000,000 to the Company’s President/CEO for services
        rendered valued at $10,000.
   **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.
  
  6
  **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.
  YearEnded
                Dec.
                  31, 2006
              
              YearEnded
                Dec.
                  31, 2005Revenue:
              
              $
              _
              
              $
              _Expenses
                  (including selling, general and administrative)
              
              
              (162,568
              )
              
              (270,720
              )Gain
                  on Forgiveness of Debt
              
              
              1,605,513
              
              $
              _Net
                  Income (Loss)
              
              $
              1,442,945
              
              $
              (270,720
              )
   The
        Company maintains the parent Company. The following discussion of the results
        of
        operations and numbers presented represent operations from the parent
        company.
 
 Sales
        for
        the twelve months ended December 31, 2006 and 2005 were respectively, $0
        and $0.
        The Company had no revenue for 2006 and 2005.
 
 General
        & Administrative expenses for the twelve months ended December 31, 2006 and
        2005 were, respectively, $46,767 and $76,196. These costs were mainly to
        keep
        operations of the parent company viable.
 
 As
        of
        September 28, 2006, the Company has sold all subsidiaries.
 
 EnSurge
        has several outstanding law suits, which approximate, $320,241. 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.
  
  
  
  
  
   7
  **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, 2006, our accumulated deficit since inception was $16,696,230.
        For
        the twelve months ended December 31, 2006, we incurred a net gain due to
        the
        forgiveness of debt of $1,442,945. 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.
  **Outlook**
  The
        Company does not have current operations or plans for future operations an
        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.
 
 
 
 
 
 
  8
  **PART
        II**
 
 **ITEM
                  7.**
              **FINANCIAL
                  STATEMENTS**
 
 The
        following constitutes a list of Financial Statements included in Part II
        of this
        Report beginning at page 11 of this Report:
  
 **ENSURGE,
        INC.**
 
 **INDEX
        TO FINANCIAL STATEMENTS**
 
 PageReport
                  of Independent Registered Public Accounting Firm
              10Consolidated
                  Statements of Assets, Liabilities and Stockholders’ Deficit - Liquidation
                  Basis as of December 31, 2006 and 2005
              11Consolidated
                  Statements of Revenue and Expenses - Liquidation Basis for the
                  Years Ended
                  December 31, 2006 and 2005
              12Consolidated
                  Statements of Stockholders’ Deficit -Liquidation Basis for the Years Ended
                  December 31, 2005 and 2006
              13Consolidated
                  Statements of Cash Flows - Liquidation Basis for the Years Ended
                  December
                  31, 2006 and 2005
              14Notes
                  to Consolidated Financial Statements
              15
 
 
 
 
 
 
 
 
 
 
 
 
  9
  **H****ANSEN****,
                  B****ARNETT****&
                  M****AXWELL,
                  P.C.**A
                  Professional Corporation
              
              **Registered
                  with the Public Company**CERTIFIED
                  PUBLIC ACCOUNTANTS
              
              **Accounting
                  Oversight Board**5
                  Triad Center, Suite 750Salt
                  Lake City, UT 84180-1128Phone:
                  (801) 532-2200
                  Fax:
                    (801) 532-7944www.hbmcpas.com
 
 
 
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and the Shareholders
 EnSurge,
        Inc.
 
 We
        have
        audited the accompanying consolidated statements of assets, liabilities,
        and
        stockholders’ deficit—liquidation basis of EnSurge, Inc., a Nevada corporation,
        (the Company) as of December 31, 2006 and 2005, and the related consolidated
        statements of revenue and expenses—liquidation basis, stockholders’
deficit—liquidation basis, and cash flows—liquidation basis for the years 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 the standards of the Public Company
        Accounting Oversight Board (U.S). Those standards require that we plan and
        perform the audits to obtain reasonable assurance about whether the consolidated
        financial statements are free of material misstatement. 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.
 
 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. as of December 31, 2006 and 2005,
        their revenues and expenses—liquidation basis and their cash flows—liquidation
        basis for the years then ended, in conformity with accounting principles
        generally accepted in the United States of America applied on the liquidation
        basis as described in Note 1.
 
 
 **HANSEN,
                  BARNETT & MAXWELL, P.C.**Salt
                  Lake City, UtahApril
                  2, 2007
 
 
  10
  **ENSURGE,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS’**
 **DEFICIT
        - LIQUIDATION BASIS AS OF DECEMBER 31, 2006 AND 2005**
   **2006**
              
              **2005****ASSETS****Current
                  Assets**Cash
              
              $
              2,633
              
              $
              400**Total
                  Current Assets**
              
              
              2,633
              
              
              400**Total
                  Assets**
              
              $
              2,633
              
              $
              400**LIABILITIES
                  AND STOCKHOLDERS' DEFICIT****Current
                  Liabilities**Trade
                  accounts payable
              
              $
              133,298
              
              $
              1,532,167Accrued
                  liabilities
              
              
              1,056,042
              
              
              2,569,103Notes
                  payable
              
              
              1,349,403
              
              
              2,492,565**Total
                  Current Liabilities**
              
              
              2,538,743
              
              
              6,593,835**Stockholders'
                  Deficit**Common
                  stock - $0.001 par value; 100,000,000 shares authorized; 111,256
                  and
                  106,256 shares outstanding, respectively
              
              
              111
              
              
              106Additional
                  paid-in-capital
              
              
              14,160,009
              
              
              16,280,169Accumulated
                  deficit
              
              
              (16,696,230
              )
              
              (22,873,710
              )**Total
                  Stockholders' Deficit**
              
              
              (2,536,110
              )
              
              (6,593,435
              )**Total
                  Liabilities and Stockholders' Deficit**
              
              $
              2,633
              
              $
              400
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
  11
  **ENSURGE,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF REVENUE AND EXPENSES - LIQUIDATION BASIS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2006 AND 2005**
 
 
 **2006**
              
              **2005****Sales**
              
              $
              -
              
              $
              -**Expenses**General
                  and administrative
              
              
              46,767
              
              
              76,196Interest
                  expense
              
              
              115,801
              
              
              194,537**Total
                  Expenses**
              
              
              162,568
              
              
              270,733**Operating
                  Loss**
              
              $
              (162,568
              )
              $
              (270,733
              )**Gain
                  on Forgiveness of Debt**
              
              $
              1,605,513
              
              $
              -**Net
                  Gain (Loss)**
              
              $
              1,442,945
              
              $
              (270,733
              )**Basic
                  and Diluted Net Gain (Loss) Per Common Share**
              
              $
              13.25
              
              $
              (2.55
              )**Basic
                  and Diluted Weighted Average Common Shares
                  Outstanding**
              
              
              108,927
              
              
              106,256
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  12
  **ENSURGE,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ DEFICIT - LIQUIDATION BASIS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2005 AND 2006**
 
  **Common
                  Stock**
              
              **Additional**
                **Paid-in**
              
              **Accumulated**
              
              **Total
                  Stockholders’****Shares**
              
              **Amount**
              
              **Capital**
              
              **Deficit**
              
              **Deficit****Balance
                  - December 31, 2004**
              
              
              106,256
              
              $
              106
              
              $
              16,280,169
              
              $
              (22,602,977
              )
              $
              (6,322,702
              )Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (270,733
              )
              
              (270,733
              )**Balance
                  - December 31, 2005**
              
              
              106,256
              
              
              106
              
              
              16,280,169
              
              
              (22,873,710
              )
              
              (6,593,435
              )Issuance
                  of stock for the assumption of subsidiary liabilities
              
              
              5,000
              
              
              5
              
              
              2,614,375
              
              
              -
              
              
              2,614,380Effect
                  of the sale of subsidiaries
              
              
              -
              
              
              -
              
              
              (4,734,535
              )
              
              4,734,535
              
              
              -Net
                  gain
              
              
              -
              
              
              -
              
              
              -
              
              
              1,442,945
              
              
              1,442,945**Balance
                  - December 31, 2006**
              
              
              111,256
              
              $
              111
              
              $
              14,160,009
              
              $
              (16,696,230
              )
              $
              (2,536,110
              )
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  13
  **ENSURGE,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS - LIQUIDATION BASIS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2006 AND 2005**
 
 **2006**
              
              **2005****Cash
                  Flows From Operating Activities**Net
                  gain or (loss)
              
              $
              1,442,945
              
              $
              (270,733
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Forgiveness
                  of debt
              
              
              (1,605,513
              )
              
              -Changes
                  in operating assets and liabilities:Trade
                  accounts payable
              
              
              -
              
              
              (225
              )Accrued
                  liabilities
              
              
              151,801
              
              
              230,537**Net
                  Cash Used in Operating Activities**
              
              
              (10,767
              )
              
              (40,421
              )**Cash
                  Flows From Financing Activities**Proceeds
                  from notes payable
              
              
              72,362
              
              
              40,149Payment
                  of notes payable
              
              
              (59,362
              )
              
              -**Net
                  Cash Provided by Financing Activities**
              
              
              13,000
              
              
              40,149**Net
                  Increase (Decrease) in Cash**
              
              
              2,233
              
              
              (272
              )**Cash
                  at Beginning of Period**
              
              
              400
              
              
              672**Cash
                  at End of Period**
              
              $
              2,633
              
              $
              400**Non-Cash
                  Investing and Financing Activities:**Common
                  stock issued for assumption of subsidiary liabilities
              
              $
              2,614,380
              
              $
              -Elimination
                  of subsidiary accumulated deficit against additional paid in
                  capital
              
              $
              4,734,535
              
              $
              -
 
 
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
  14
  **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 Enurge,
        Inc. and its subsidiaries, prior to their sale on September 28, 2006. All
        significant intercompany transactions and balances have been eliminated in
        consolidation.
 
 On
        September 28, 2006, the Company entered into an agreement with Portsmith
        Partner
        of Nevada, Inc., a related party shareholder of Ensurge, to purchase all
        shares
        of stock of Outbound, iShopper I.S., ECenter, NowSeven, StinkyFeet, Uniq
        Studios, TotalInet, ATI, ISSI, and ZaiBon (Ensurge subsidiaries). As a result,
        the accompanying financial statements would not be considered consolidated
        at
        December 31, 2006, or the period from September 28, 2006 through December
        31,
        2006.
 
 ***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 $2,536,110 at December 31, 2006. The Company has no means
        available nor does management have any plans to obtain financing to satisfy
        the
        Company’s current liabilities of $2,538,743 at December 31, 2006 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.
 
 ***Stock-Based
        Compensation*** -
        Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004),
“Share-Based Payment” (SFAS No. 123R) requiring that compensation cost
        relating to share-based payment awards made to employees and directors be
        recognized in the financial statements. The awards issued under Company's
        stock-based compensation plans are described in Note 3, “Stock Options". No
        options were granted during the year ended December 31, 2006. Therefore,
        there
        was no effects of stock-based compensation resulting from the application
        of
        SFAS No. 123(R) included in Consolidated Statements of Revenue and Expenses.
        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 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 also accounted for options
        and warrants issued to non-employees in accordance with SFAS No. 123, *Accounting
        for Stock-Based Compensation* ”
(SFAS
        123) which required these options and warrants to be accounted for at their
        fair
        value. No options were granted during the year ended December 31, 2005 and
        all
        options had vested prior to Janaury 1, 2005, thus pro forma financial
        information has not been presented.
 
  15
  ***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. At December
        31, 2006, the Company had no potentially issuable common shares. During 2005,
        the Company had 2,675,000 potentially issuable common shares that were excluded
        as their effect would be anti-dilutive.
 
 ***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
        September 2006, the Securities Exchange Commission issued Staff Accounting
        Bulletin No. 108 (“SAB No. 108”). SAB No. 108
        addresses how the effects of prior year uncorrected misstatements should
        be
        considered when quantifying misstatements in current year financial statements.
        SAB No. 108 requires companies to quantify misstatements using a
        balance sheet and income statement approach and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors. When the effect of initial adoption
        is
        material, companies will record the effect as a cumulative effect adjustment
        to
        beginning of year retained earnings and disclose the nature and amount of
        each
        individual error being corrected in the cumulative adjustment.
        SAB No. 108 will be effective beginning January 1, 2007 and it is
        anticipated that the initial adoption of SAB No. 108 will not have a
        material impact on the Company’s financial statements.
 
 In
        June
        2006, the FASB issued FASB Interpretation No. 48 (“FIN-48”), “Accounting
        for Uncertainty in Income Taxes - an Interpretation of FASB Statement
        No. 109.” The interpretation clarifies the accounting for uncertainty in
        income taxes recognized in an entity's financial statements in accordance
        with
        SFAS No. 109, “Accounting for Income Taxes.” Specifically, FIN-48
        prescribes a recognition threshold and a measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken. The provisions of FIN-48 are effective for financial statements for
        fiscal years beginning after December 15, 2006. Accordingly, the Company
        is to
        adopt FIN-48 on January 1, 2007. The adoption of FIN-48 is not expected to
        have
        a material effect on the Company’s financial position or results of operations.
 
 **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 30 th ,
        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.
 
  16
  ***Shareholder
        Activity*** - During
        the period ended December 31, 2006, the company entered into four new notes
        payable with a related party shareholder totaling $13,000. These notes accrue
        interest at 15% per annum, are due on demand, and are unsecured.
 
 On
        June
        19 th ,
        2006
        the company entered into an agreement with Portsmith Partner of Neveda, Inc.,
        a
        shareholder 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.
 
 A
        summary
        of notes payable at December 31, 2006 and 2005 is as follows:
 
 2006
              
              20056.06%
                  Notes payable, due November 1997, in default, secured by mining
                  claims
                  previously held by a former subsidiary
              
              $
              -
              
              $
              126,000Note
                  payable to a bank, in default, secured by assets of Atlantic Technologies
                  International, Inc.
              
              
              -
              
              
              184,1598%
                  Notes payable, due on demand, unsecured
              
              
              1,198,950
              
              
              1,719,88112%
                  Note payable, due on demand, unsecured
              
              
              -
              
              
              80,62213%
                  Note payable, due on demand, unsecured
              
              
              -
              
              
              285,81115%
                  Note payable, due on demand, unsecured
              
              
              146,099
              
              
              73,73718%
                  Note payable, due on demand, unsecured
              
              
              -
              
              
              18,000Non-interest
                  bearing obligations incurred in connection with acquisition of
                  businesses,
                  due on demand, unsecured
              
              
              4,354
              
              
              4,354**Total
                  Notes Payable**
              
              $
              1,349,403
              
              $
              2,492,564
  **NOTE
        3 - STOCK OPTIONS**
 
 A
        summary
        of stock option activity for the years ending December 31, 2006 and 2005
        is as
        follows:
  17
 
 Options
              
              Exercise
                Price
              
              Weighted
                Average
                Exercise
                PriceBalance,
                  December 31, 2003
              
              3,426,800
              
              0.03
                  - 7.60
              
              0.63Expired
              
              (400,000)
              
              1.75
              
              0.00Balance,
                  December 31, 2004
              
              3,026,800
              
              0.03
                  - 7.60
              
              0.48Expired
              
              (351,800)
              
              0.10
                  - 7.60
              
              0.00Balance,
                  December 31, 2005
              
              2,675,000
              
              0.03
              
              0.03Expired
              
              (2,675,000)
              
              0.03
              
              0.03Balance,
                  December 31, 2006
              
              -Exercisable,
                  December 31, 2006
              
              -
  **NOTE
        4 - PROVISION FOR INCOME TAXES**
 
 The
        Company has operating loss carry forwards of approximately $7,200,000 at
        December 31, 2006. The operating loss carry forwards expire from 2019 through
        2026. 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, 2006 and 2005:
 
 2006
              
              2005**Deferred
                  Tax Assets**Operating
                  loss carry forwards
              
              $
              2,624,744
              
              $
              3,162,432Depreciation
              
              
              3,411
              
              
              3,942**Total
                  Deferred Tax Assets**
              
              
              2,628,155
              
              
              3,166,374**Valuation
                  Allowance**
              
              
              (2,628,155
              )
              
              (3,166,374
              )**Net
                  Deferred Tax Asset**
              
              $
              -
              
              $
              -
 
 During
        2006, the valuation allowance decreased by $538,219, principally due to the
        utilization of operating losses. During 2005, the valuation allowance increased
        by $100,972.
  
 
 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:
  2006
              
              2005Income
                  tax (benefit) at statutory rate (34%)
              
              $
              490,600
              
              $
              (92,038
              )Benefit
                  of operating loss carry-forwards
              
              
              (562,204
              )
              
              -Other
                  change in valuation allowance
              
              
              23,986
              
              
              100,972State
                  tax (benefit), net of federal tax effect
              
              
              47,616
              
              
              (8,934
              )**Net
                  Benefit (Expense) From Income Taxes**
              
              $
              -
              
              $
              -
 
 **NOTE
        5 - COMMITMENTS AND CONTINGENCIES**
 
 ***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,
        2006,
        the Company has accrued the above liability as part of accounts
        payable.
 
  18
  ***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 the Company in the amount of $45,145. As of December
        31, 2006, the Company has accrued the above liability as part of accounts
        payable.
 
 ***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, 2006 as
        part
        of notes payable.
  ***Global
        Funding v Ensurge, Inc.*** In
        November 2003, Global Funding filed suit in the Circuit Court of Salt Lake
        County, Utah, against the Company seeking recovery of balances owed in the
        amount of $100,000. This liability is recorded at December 31, 2006 as part
        of
        notes payable.
 
 ***REA,
        LLC v Ensurge, Inc.*** In
        November 2003, REA, LLC filed suit in the Circuit Court of Salt Lake County,
        Utah, against the Company seeking recovery of balances owed in the amount
        of
        $40,000. This liability is recorded at December 31, 2006 as part of notes
        payable.
 
 **NOTE
        6 - OTHER SIGNIFICANT ITEMS**
 
 ***Common
        Stock Split*** -
        Effective May 8, 2006 the company approved a 1 for 3,000 reverse split in
        its
        common stock. The Company will not reverse any certificate that is less than
        100
        shares or any certificate more than 100 shares to an amount below 100 shares.
        The accompanying financial statements have been presented to reflect this
        reverse stock split.
 
 **NOTE
        7 - SUBSEQUENT EVENTS**
 
 On
        January 6 th ,
        2007
        the Company issued 10,000,000 shares of common stock to the Company’s President
        for future services to be rendered. These shares are valued at
        $10,000.
  
 **ITEM
                  8.**
              **CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE.**
 
 None
  **ITEM
                  8A.**
              **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.
 
   19
  (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.
  
 **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 14, 2006:
  Name
              
              Age
              
              PositionJeff
                  A. Hanks
              
              41
              
              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.
   **ITEM
                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
 
 
 
   20
  **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:
 
  **ITEM
                  14.**
              **PRINCIPAL
                  ACCOUNTANT FEES AND
                  SERVICES**
  **(a)
        Audit Fees:** the
        aggregate audit and review fees billed for fiscal years ending 2006 and 2005
        were respectively, $8,150 and $7,400. These fees were for professional services
        rendered by Hansen, Barnett, & Maxwell CPA firm for the audit of the
        Ensurge’s annual financial statements and review of financial statements. ****
  **(b)
        Tax Fees:** the
        aggregate tax fees billed for fiscal years ending 2006 and 2005 were
        respectively, $750 and $700. These fees were for professional services rendered
        by Hansen, Barnett, & Maxwell CPA firm, which were for the completion of
        Ensurge’s year end tax return.
  
  
  
  
  
  
  
  
  
   21
  **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
                  2, 2007
              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
 
 
 
 
 
 
 
 
 
 
 
 
  22
  EXHIBIT
        INDEX
 21.1
              Subsidiaries
                  of EnSurge, Inc.
  24.1
              Powers
                  of Attorney for Messrs. Hanks.
  31
              Certification
                  pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002
  32
              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.
               23