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, 2000

[    ]      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.
                 [Formerly, iShopper.com, Inc.]
     (Exact Name of Registrant as Specified in its Charter)

                Nevada                           87-0431533
    (State or Othe Jurisdiction of           (I.R.S. Employer
    Incorporation or Organization)            Identification  No.)

  8722 South 300 West, Suite 106
       Sandy, UT                                   84070
 (Address of Principal                           (Zip Code)
   Executive Offices)

                         (801) 984-9300
      (Registrant's Telephone Number, Including Area Code)

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

Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes   X       No ______

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

     The  registrant's revenues for its most recent  fiscal  year
were $976,825.

     The  aggregate  market  value of the voting  and  non-voting
common  stock held by non-affiliates of the registrant as of  May
16, 2001 was approximately $2,158,016.

     The  registrant had issued and outstanding 71,933,875 shares
of its common stock on May 16, 2001.

/1/

                          EnSurge, INC.
                           FORM 10-KSB
              FOR THE YEAR ENDED DECEMBER 31, 2000

PART I
  ITEM 1.  BUSINESS                                                    1
  ITEM 2.  PROPERTIES                                                  6
  ITEM 3.  LEGAL PROCEEDINGS                                           6
  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                                   9
  ITEM 7.  FINANCIAL STATEMENTS                                       15
           REPORT OF INDEPENDENT ACCOUNTANTS                          16
           CONSOLIDATED BALANCE SHEETS                                17
           CONSOLIDATED STATEMENTS OF OPERATIONS                      18
           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY            19
           CONSOLIDATED STATEMENTS OF CASH FLOWS                      20
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 21
  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING
           AND FINANCIAL DISCLOSURE                                   31

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                                     33
  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT                                                33
  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS             34
  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                           34
           SIGNATURES                                                 35
           EXHIBIT INDEX                                              36
           SUBSIDIARIES OF THE REGISTRANT                   Exhibit 22.1
           POWER OF ATTORNEY                                Exhibit 24.1

/2/
                             PART I

ITEM  1.  BUSINESS

     EnSurges'  strategy includes acquiring or  taking  strategic
positions   in  companies  that  have  synergies  with  EnSurges'
portfolio   of  holdings.   Current  EnSurge  holdings   include:
NowSeven.com,  Inc.,  Stinkyfeet.com, Inc., Uniq  Studios,  Inc.,
iShopper Internet Services, Inc. and ZaiBon, Inc.

     EnSurge   offers  its  portfolio  companies  two   important
products and services: 1) expert management and strategic  advice
and  2)  synergies  created by the network of  companies  in  the
EnSurge portfolio.

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.

     On November 1, 1999, the Company purchased NowSeven.com,
Inc. for a total of 1,000,000 shares of the Company's common
stock.  NowSeven.com, Inc. is in the business of Internet and
database marketing services.

     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.  Stinkyfeet.com is a freeware showroom where customers
can create their own stores, get banners and web based e-mail at
no cost.

     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.  In
addition to its cutting edge web design, digital animation, and
Flash work, Uniq has developed a proprietary technology, patent
pending, that allows the Internet to be combined with CD-ROM
technology in an isolated environment.  This allows Uniq to
create multimedia pieces on a CD-ROM that will interface with the
web and update itself weekly or even hourly, to provide the user
with a completely unique experience each time the CD is used.

     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.

/3/

     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.  ZaiBon intends to acquire certain contracts
from Virtual Market Solutions.com, Inc. for 125,000 shares of
common stock during the second fiscal quarter. When the transaction
is finalized, ZaiBon will be a wholesale internet service provider
and provide prepaid internet services.

     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.

     EnSurges'  executive  management,  board  of  directors  and
outside  consultants have extensive contacts  in  the  Technology
business  market. EnSurge is looking to expand its  portfolio  of
business  holdings with Technology based companies that have  the
following  general  characteristics  1)  synergies  with  current
EnSurge  holdings, 2) positive or at least break-even cash  flow,
3)  need for investment and strategic positioning to achieve  the
next level of growth.

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.

/4/

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

      The  EnSurge  strategy is to create  shareholder  value  by
developing a portfolio of Technology based company holdings  that
either  1) become a permanent, cash-flow positive fixture in  the
companies holdings, 2) achieve the next level of growth  and  are
the  target  of a strategic acquisition by a third-party,  or  3)
pursue  an initial public offering and 4) assisting companies  to
be transformed into Internet related business.  While the Company
strives  to create positive shareholder value from every  holding
in  its  portfolio,  there  will be  some  holdings  that  exceed
expectations  and  some holdings that will not reach  their  full
potential.

     EnSurges' corporate headquarters in Sandy, Utah provides the
Company  an excellent opportunity to pursue the many local  deals
in the Salt Lake City and Intermountain area.  Utah is one of the
ten fastest-growing states in the United States.  A great deal of
this  growth  is  coming  from the high-technology  sector.   The
influx  of technology companies in combination with the excellent
universities and colleges in the Salt Lake City area make  for  a
vibrant new technology business environment.

Competitive Conditions

     Simply stated, EnSurges competition can be defined as  those
companies  or organizations that will be competing for the  deals
in  which EnSurge interested.  Since EnSurge will not be  looking
to  be the first or seed investor in a company, the Company  does
not  believe it will be competing with the venture capital  firms
in  Utah and elsewhere.  Rather, EnSurge often receives deal flow
from  venture firms who understand the possible benefits of their
company's inclusion in the EnSurge portfolio.

      Since  EnSurge  is  pursuing companies  in  many  different
product  and  service  sectors of the Technology  sector,  it  is
impossible to list all the possible competitors that may  pose  a
serious future competitive threat to the companies in the growing
EnSurge portfolio.

Products & Services - Current

     EnSurge   offers  its  portfolio  companies  two   important
products and services: 1) expert management and strategic  advice
and  2)  synergies  created by the network of  companies  in  the
EnSurge portfolio.

     The products and services of EnSurges wholly owned companies
as  of  May  5,  2001 include the following: NowSeven.com,  Inc.,
Stinkyfeet.com,  Inc.,  Uniq  Studios,  Inc.,  iShopper  Internet
Servcies, Inc. and ZaiBon, 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,  mailing  lists  as  well   as   offering
electronic press release services and Internet marketing tools.

Internet Browser and Commerce Tool

      Uniq Studios has developed revolutionary browser and multi-
media  technology that could potentially revolutionize  the  look
and  feel  of  the  e-commerce experience.  The market  for  such
technology is enormous and growing at a staggering pace.

/5/

Research & Development

     EnSurge understands that technological innovation is often a
key  to  success in the Technology and Internet business  market.
Further,  the  pace of technological innovation in  the  Internet
business  market is incredibly rapid.  It can be daunting  for  a
single  company to try to keep pace with technological change  on
all  levels.   This challenge is actually a market advantage  for
EnSurge, because it is continually bringing in new companies into
its  portfolio, these companies are bringing new tools and  quite
often, cutting edge technology that can be shared with the  other
companies in the EnSurge portfolio.

     However,  because  technology innovation is  so  central  to
success  in the Technology and Internet business sector,  EnSurge
still  expects  its  member  companies  to  incur  research   and
development expenses during the initial development phase of  new
products and services.

Marketing and Sales

      EnSurge  markets  and sells the products of  its  portfolio
companies  through  dedicated staff at the respective  companies.
EnSurge  believes  that its portfolio companies  should  maintain
close   relationships  with  their  customers,   an   interaction
facilitated through dedicated sales and marketing staff.

Employees

       As of May 16, 2001, EnSurge and its subsidiaries employed
  a total of 10 persons.  We believe our relations with our
  employees are good.  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  facility is located at 435  West  Universal
Circle,  Sandy, Utah  84070.  This facility is leased on a  month
to  month  basis  for $1,000.  We believe that this  property  is
suitable  for our immediate needs, however, as the Company  grows
there  will be a need for a larger facility.  EnSurge,  NowSeven,
Stinkyfeet  and ZaiBon are located and managed at  the  corporate
facility.

     Uniq  Studios,  Inc. facility is located at  761  West  1200
North,  Suite 100, Springville, Utah 84663. We believe that  this
property  is suitable for our immediate needs.  This facility  is
leased  on a three-year basis, with the lease ending in  February
2003,  for  $2,569 per month for the first year, $2,620  for  the
second  year,  and  $2,673  for the third  year.   The  lease  is
currently in its second year.

/6/

ITEM 3.   LEGAL PROCEEDINGS

EnSurge  and its' subsidiarys have several outstanding law  suits
against  them  and  the  company,  which  approximate,  $771,937.
Settlement arrangements are in the process, however due  to  lack
of cash, any arrangements are uncertain.

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.

/7/

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.

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.

/8/

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.

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.


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

      On  October 11, 2000 the Company held a special stockholder
meeting and held a vote for the following two items:

          1.    To change the corporate name from iShopper.com,
                 Inc to EnSurge, Inc.

    Votes For - 10,924,237   Votes Abstain  -  0   Votes Against - 250,475

          2.    For the Company to adopt a stock option plan.

    Votes For - 10,871,214   Votes Abstain - 15,875   Votes Against - 287,623


                             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.

/9/
                                    HIGH            LOW
            --------------------------------------------
            1999
            --------------------------------------------
            First Quarter           $N/A           $ N/A

            Second Quarter           N/A             N/A

            Third Quarter            N/A             N/A

            Fourth Quarter           1/8             1/8


            2000
            --------------------------------------------
            First Quarter          $12.00          $ 1/8

            Second Quarter          10.65           7.00

            Third Quarter            8.06           4.00

            Fourth Quarter           6.25           1.75


Approximate Number of Equity Security holders

     On  May  16, 2001, there were 298 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.

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
      During  the  fourth  quarter  and  to  date  the  following
securities were issued:

 . On  October  30,  2000, the Company issued  57,653  shares  to
   James W. Corcoran in payment for debt of $230,612.  This  debt
   was  paid  down  by  the  Company for  and  on  behalf  of  KT
   Solutions,  Inc.  The shares were issued at a value  of  $4.00
   per  share.  We issued the shares to accredited investors only
   in reliance upon Section 4(2) of the 1933 Act.

 . On  October  30,  2000, the Company issued  30,805  shares  to
   Theodore  F.  Belden in payment for debt  of  $123,219.   This
   debt  was  paid down by the Company for and on  behalf  of  KT
   Solutions,  Inc.  The shares were issued at a value  of  $4.00
   per  share.  We issued the shares to accredited investors only
   in reliance upon Section 4(2) of the 1933 Act.

/10/

 . On  November 3, 2000, the Company issued 10,000 shares to  HCS
   Financial, Inc. for services of the Corporation as  a  "Public
   Relations" firm.  The shares were issued at a value  of  $4.00
   per  share.  We issued the shares to accredited investors only
   in reliance upon Section 4(2) of the 1933 Act.

 . In  a  private  placement  conducted in  December,  2000,  the
   Company  issued 29,421 shares of its restricted  common  stock
   at  $2.36 for consideration of $69,418.  We issued the  shares
   to  accredited investors only in reliance upon Section 4(2) of
   the 1933 Act.


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.

/11/
                                      Year          Year
                                      Ended         Ended
                                     Dec. 31,      Dec. 31,
                                       2000         1999
                                    -----------   ----------
  Revenue:                          $   976,825   $        0

  Expenses (including selling,
  general and administrative)         3,669,216      312,964
                                    -----------   ----------

  Net loss                          $ 7,147,511   $  914,051
                                    ===========   ==========

      During  the fiscal year 2000 and through today's  date  the
Company  has discontinued operations of three subsidiaries,  sold
one entity and is in the process of selling another.  The Company
maintains four subsidiaries 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, 2000 and 1999
were  respectively,  $976,825 and $0.   The  Company's  principal
source of revenue for 2000 was from web design, digital animation
and  flash work sales.  Uniq Studios, Inc. and Ziabon,  Inc.  are
the only two remaining companies with sales and operations.

      Cost of sales for the twelve months ended December 31, 2000
and  1999 were, respectively, $453,461 and $0.  These costs  were
mainly  the  labor  costs  to develop the  web  designs,  digital
animation, and flash used for customer projects and sales.

      General  &  Administrative expenses for the  twelve  months
ended  December 31, 2000 and 1999 were, respectively,  $2,290,164
and  $75,054.  These costs were mainly to keep operations of  the
parent and other companies viable.

     Bad  Debt  expense for the twelve months ended December  31,
2000 and 1999 were, respectively, $47,325 and $0.  The balance of
this  expense  is write-offs of account receivables,  which  were
sales  financed  for a period of twelve months.   Some  of  these
clients  have  not  continued with  their  payment  plan.   These
receivables are turned over to a collection agency after 90  days
of  no payment and were written off at that time.  If there is  a
collection  on the receivable, then the sale will be recorded  at
that time.

     During  2000 the Company purchased the following  companies,
which included goodwill as stated:  Totalinet.net, Inc. $764,760,
Uniq    Studio's,   Inc.   $5,460,273,   Atlantic    Technologies
International, Inc. $1,074,225, Internet Software Solutions, Inc.
$302,678,  and  KT  Solutions, Inc.  $4,342,278.   All  of  these
subsidiaries  were either sold or discontinued  except  for  Uniq
Studio's, which had amortization expense of $1,289,391.

     Included  in  revenue  is  a  service  contract  which   was
completed  and was paid for with stock.  The total  contract  was
for $531,000 and was valued the current stock price at completion
of   the  contract.   Subsequent  to  year  end  that  stock  has
dramatically dropped in value, and it is managements opinion that
this  drop  in stock price is permanent.  Thus, the  company  has
written  off  the  difference in value from when  the  stock  was
obtained  and  subsequent to year end for a  total  write-off  of
$500,000.

     At  year end December 31, 1999, the Company recorded  a  tax
benefit of $236,060 due to plans of being profitable and  to  use
the tax loss carry forward and the tax benefit.  However, due  to
continued  losses  from operations, it was  determined  that  the
company  would not be able to use the tax benefit and has written
off the benefit of $236,060 to be used at some later date.

/12/

     The  Company has discontinued the following subsidiaries and
their  operations:   Outbound Enterprises,  Inc.,  Totalinet.net,
Inc.,   Atlantic   Technologies  International,  Inc.,   Internet
Software  Solutions, Inc.  Also, the Company has  or  is  in  the
process of selling the following subsidiaries:  iShopper Internet
Solutions,  Inc.  and  KT Solutions, Inc.  The  total  loss  from
discontinued  operations or selling of subsidiaries and  disposal
of   discontinued   operations  was  $3,082,069   and   $382,586,
respectively.

      EnSurge  and its' subsidiarys have several outstanding  law
suits  against them and the company, which approximate, $771,937.
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.  We had negative  working
capital  of $4,161,526 at December 31, 2000 compared to  $155,008
on December 31, 1999.

     The  direction of the Company is going toward purchasing and
acquiring  Technology  and Internet based businesses  which  will
complement   our  current  business  activities.    The   Company
currently  has no letters of intent or plans for the purchase  of
other  subsidiaries.  We are continually searching  for  ways  of
raising capital through private placement of the company's  stock
or  notes secured by stock.  This capital infusion will  be  used
for  working  capital needs.  The Company's working  capital  and
other capital requirements have decreased due to the closure  and
sale  of several of its subsidiary's.  However, there is still  a
large  need  for  capital  due  to accounts  and  notes  payable.
Furthermore, our funding of working capital and current operating
losses will require additional capital investment.  There can  be
no assurance that additional funding will become available.

FACTORS THAT MAY AFFECT FUTURE RESULTS

We Have No Significant Operating History.

     As  a  newly  emerging company commencing  business  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, but  Plan  on
Profits for the Coming.

     At   December  31,  2000,  our  accumulated  deficit   since
inception  was $8,736,459.  For the twelve months ended  December
31,  2000, we incurred a net loss of $7,147,511. We have incurred
a  net loss in each year of our existence, and have financed  our
operations  primarily  through sales of  equity  securities.  Our
current  expense  levels  are approximately  $60,000  per  month.
Also,  through further sales of our subsidiaries, we  expect  our
revenue  will  exceed our expenses, thus we are  planning  for  a
profitable year.

/13/

We Have Significant Funding Needs.

     We require capital funds to continue in our growth plans and
acquisitions.   We have a few avenues which we  are  pursuing  to
obtain the needed funds for growth.  These funds will be given to
the  Company  in exchange for equity, note payables  or  sale  of
investment  equities.  However, we can provide no assurance  that
the  proceeds from the offerings will be sufficient to cover  our
cash  requirements.   If adequate funds are unavailable,  we  may
delay, curtail, reduce the scope of or eliminate the expansion of
our  operations,  acquisitions and/or  our  marketing  and  sales
efforts  which  could  have  a material  adverse  effect  on  our
financial condition and business operations.

As  a  Start-Up  Company,  Our Quarterly  Operating  Results  May
Fluctuate.

     Based  on  our  business  and industry  and  as  a  start-up
company, 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,

     . 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.

/14/

The  Future  Success of Our Business Depends on  Our  Ability  to
Acquire Profitable, Growing Companies.

     Our  success  depends  in large part  upon  our  ability  to
attract new business mergers and acquisitions.  The inability  to
acquire  high  growth  companies could have  a  material  adverse
impact  on  our  results of operations.  It is not  difficult  to
locate  new and growing companies, but there is no guarantee  the
companies  we feel are high growth, technology related will  meet
our  expectations.   However, we have an acquisition  formula  we
feel is appropriate for our growth plans.

Our  Business  is  Dependent  on the Maintenance  of  the  Public
Internet Infrastructure.

     Our success will depend, in large part, upon the maintenance
of  the  public  Internet infrastructure as  a  reliable  network
backbone  with the necessary speed, data capacity, and  security.
To the extent that the Internet continues to experience increased
numbers of users, frequency of use, or increased requirements  of
users,   we   can   provide  no  assurance  that   the   Internet
infrastructure  will continue to be able to support  the  demands
placed  on  it  or  that the performance or  reliability  of  the
Internet  will  not  be  adversely affected.   In  addition,  the
Internet  could  lose its viability as a form  of  media  due  to
delays  in  the  development or adoption  of  new  standards  and
protocols that can handle increased levels of activity.

We Are Dependent on the Continued Growth of Online Commerce.

     Our  success is substantially dependent upon the  widespread
acceptance  and use of the Internet and other online services  as
an  effective  medium of commerce.  We can provide  no  assurance
that  acceptance  and  use will continue to  develop  or  that  a
sufficiently broad base of consumers will adopt, and continue  to
use,  the  Internet  and other online services  as  a  medium  of
commerce.   Demand and market acceptance for recently  introduced
services  over  the  Internet are subject  to  a  high  level  of
uncertainty  and  there  exist few proven  services  or  business
models.

We  Must Develop, Produce and Establish New Products and Services
That Keep Up With Rapid Technological Change.

     The market for Internet services and business-to-business e-
commerce   is  characterized  by  rapid  technological   changes,
frequent  software  changes, frequent new  products  and  service
introductions and evolving industry standards.  The  introduction
of  services  embodying new processes and  technologies  and  the
emergence  of new industry standards can rapidly render  existing
services  obsolete and unmarketable. Our success in adjusting  to
rapid technological change will depend on our ability to:

     . develop  and  introduce new services that keep  pace  with
       technological    developments   and   emerging    industry
       standards; and

     . address  the  increasingly sophisticated and varied  needs
       of customers.

     Due to inadequate technical expertise, insufficient finances
or  other  reasons, we may be unable to accomplish  these  tasks.
Such  failure  would  have  a  material  adverse  effect  on  our
operating results and financial condition.

/15/

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,

     . the introduction of new products and services, and

     . 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  1,253,000  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.

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

/16/

     Because  our business is in an early development stage,  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  EnSurge  strategy is to create  shareholder  value  by
developing a portfolio of Technology based company holdings  that
either  1) become a permanent, cash-flow positive fixture in  the
companies holdings, 2) achieve the next level of growth  and  are
the  target  of a strategic acquisition by a third-party,  or  3)
pursue  an initial public offering and 4) assisting companies  to
be transformed into Internet related business.  While the Company
strives  to create positive shareholder value from every  holding
in  its  portfolio,  there  will be  some  holdings  that  exceed
expectations  and  some holdings that will not reach  their  full
potential.

      EnSurges'  management  believes that  there  is  tremendous
market  opportunity for the Company's strategy.  EnSurge believes
that many of the Technology based companies, which have struggled
this  past  year will find it difficult to achieve  their  growth
goals on their own.  They will be looking to reap the synergistic
rewards  of being a member company in an attractive portfolio  of
companies.   As  many  young companies can see,  the  network  of
privileged relationships afforded to companies who are part of  a
larger  portfolio can often make the difference  between  success
and failure of the business venture.

     EnSurges' corporate headquarters in Sandy, Utah provides the
Company  an excellent opportunity to pursue the many local  deals
in the Salt Lake City and Intermountain area.  Utah is one of the
ten fastest-growing states in the United States.  A great deal of
this  growth  is  coming  from the high-technology  sector.   The
influx  of technology companies in combination with the excellent
universities and colleges in the Salt Lake City area make  for  a
vibrant new technology business environment.

Inflation

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


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:

PART II

ITEM 7.  FINANCIAL STATEMENTS

                          enSURGE, INC.

                  INDEX TO FINANCIAL STATEMENTS

                                                                     Page

  Report of Independent Certified Public Accountants (Hansen,
    Barnett & Maxwell)                                                F-2

  Report of Independent Auditors (Crouch, Bierwolf & Chisholm)        F-3

  Consolidated Balance Sheets - December 31, 2000 and 1999            F-4

  Consolidated Statements of Operations and Comprehensive Loss
   for the Years Ended December 31, 2000 and 1999                     F-5

  Consolidated Statements of Stockholders' Equity for the Years
   Ended December 31, 1999 and 2000                                   F-6

  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2000 and 1999                                         F-7

  Notes to Consolidated Financial Statements                          F-8

                                F-1


HANSEN, BARNETT & MAXWELL
  A Professional Corporation
 CERTIFIED PUBLIC ACCOUNTANTS

                                                   (801) 532-2200
Member of AICPA Division of Firms                Fax (801) 532-7944
      Member of SECPS                        345 East 300 South, Suite 200
Member of Summit International Associates   Salt Lake City, Utah 84111-2693



       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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

We  have audited the accompanying consolidated balance sheets  of
enSurge,  Inc.,  a  Nevada  corporation,  and  Subsidiaries  (the
Company)  as  of  December 31, 2000 and the related  consolidated
statements  of  operations and comprehensive loss,  stockholders'
equity,   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 audit.

We  conducted  our  audit in accordance with  auditing  standards
generally accepted in the United States. Those standards  require
that we plan and perform the audit 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  audit
provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  enSurge, Inc. and Subsidiaries as of  December  31,
2000 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.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern. As  discussed  in
Note 1 to the consolidated financial statements, the Company  has
suffered recurring losses from operations and negative cash flows
from operating activities, and at December 31, 2000, had negative
working  capital.  In  addition, the  Company  has  defaulted  on
several  liabilities  and  is a defendant  in  several  resulting
lawsuits.  These  conditions raise substantial  doubt  about  the
Company's  ability  to continue as a going concern.  Management's
plans  regarding these matters are also described in Note 1.  The
consolidated financial statements do not include any  adjustments
that might result from the outcome of this uncertainty.

                                   /s/ Hansen, Barnett & Maxwell
                                   -----------------------------
                                   HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
May 15, 2001

                                F-2


                  INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
 of enSurge, Inc. and Subsidiaries

We  have  audited the accompanying consolidated balance sheet  of
enSurge,  Inc.  (a  Nevada Corporation) and  subsidiaries  as  of
December  31,  1999  and the related consolidated  statements  of
operations and comprehensive loss, stockholders' equity 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  and   opinion   on   these
consolidated financial statements based on our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the financial statements are free of material misstatements.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial position of enSurge, Inc. and subsidiaries at  December
31, 1999 and the results of their operations and their cash flows
for  the  year  then ended in conformity with generally  accepted
accounting principles.

The  accompanying  consolidated financial  statements  have  been
prepared  assuming  that the Company will  continue  as  a  going
concern.   As  discussed  in  Note  1,  the  Company's  recurring
operating  losses  and lack of working capital raise  substantial
doubt   about  its  ability  to  continue  as  a  going  concern.
Management's plans in regard to those matters are also  discussed
in  Note 1.  The consolidated financial statements do not include
any  adjustments  that  might result from  the  outcome  of  this
uncertainty.


Crouch, Bierwolf & Chisholm

Salt Lake City, Utah
March 28, 2000

                                F-3

                          enSURGE, INC.
                   CONSOLIDATED BALANCE SHEETS

                                                        December 31,
                                                  ------------------------
                                                     2000         1999
                                                  -----------  -----------
                             ASSETS
Current Assets
 Cash                                             $       287  $    13,935
 Investment in securities available for sale           81,840            -
 Trade accounts receivable (net of allowance
  for doubtful accounts of $19,625 and
  $138,028, respectively)                                 500      130,886
 Deferred income tax benefit                                -      236,060
 Notes receivable                                      60,000            -
 Other current assets                                   4,276       30,515
                                                  -----------  -----------
  Total Current Assets                                146,903      411,396

Property and equipment (net of $16,981 and
 $49,280 of accumulated depreciation,
 respectively)                                         73,609      141,983

Deposits                                                3,841      108,981
Software to be sold and marketed (net
 of accumulated amortization of $450,000)           2,550,000            -
Net assets of discontinued operations               2,978,162            -
Goodwill (net of accumulated amortization
 of $839,391)                                       3,527,174            -
                                                  -----------  -----------
Total Assets                                      $ 9,279,689  $   662,360
                                                  ===========  ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Trade accounts payable                           $   633,417  $   304,654
 Bank overdraft                                        35,675            -
 Accrued liabilities                                1,934,958       45,741
 Notes payable - related party                        123,258            -
 Notes payable                                      1,584,122      216,000
 Liabilities of discontinued operations             1,090,184            -
                                                  -----------  -----------
  Total Current Liabilities                         5,401,614      566,395
Stockholders' Equity                              -----------  -----------
 Common stock - $0.001 par value; 100,000,000
  shares authorized; 12,952,080 and 6,915,091
  shares outstanding, respectively                     12,952        6,915
 Additional paid-in-capital                        14,538,345    1,668,313
 Receivable from stockholders                               -     (504,149)
 Unearned compensation                                (57,075)           -
 Unrealized gain on investment in securities
  available for sale                                   20,640            -
 Accumulated deficit                              (10,636,787)  (1,075,114)
                                                  -----------  -----------
Total Stockholders' Equity                          3,878,075       95,965
                                                  -----------  -----------
Total Liabilities and Stockholders' Equity        $ 9,279,689  $   662,360
                                                  ===========  ===========

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

                                F-4


                          enSURGE, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
          FOR THE YEAR ENDED DECEMBER 31, 2000 AND 1999

                                                       2000         1999
                                                    -----------  -----------

Sales                                               $   976,825  $         -

Cost of Sales                                           453,461            -
                                                    -----------  -----------
Gross Profit                                            523,364            -
                                                    -----------  -----------
Expenses
 General and administrative                           2,382,458       83,251
 Amortization of software costs                         450,000            -
 Amortization of goodwill                               839,391            -
 Impairment of goodwill                               1,160,308      229,713
   Interest expense                                      81,059        2,621
   Write down of marketable security                    500,000            -
                                                    -----------  -----------
  Total Expenses                                      5,413,216      315,585
                                                    -----------  -----------
Loss From Continuing Operations Before
 Income Taxes                                        (4,889,852)    (315,585)

Income Tax Benefit (Expense)                           (236,060)      86,386
                                                    -----------  -----------
Loss From Continuing Operations                      (5,125,912)    (229,199)
                                                    -----------  -----------
Discontinued Operations
 Loss from operations of discontinued operations
  (net of income tax benefit of $0 and $147,424,
  respectively)                                      (4,053,175)    (684,852)
 Loss on disposal of discontinued operations           (382,586)           -
                                                    -----------  -----------
  Loss from Discontinued Operations                  (4,435,761)    (684,852)
                                                    -----------  -----------
Loss Before Extraordinary Item                       (9,561,673)    (914,051)

Extraordinary Item
 Loss on casualty (net of income tax benefit
  of $2,050)                                                  -      (13,450)
                                                    -----------  -----------
Net Loss                                            $(9,561,673) $  (927,501)
                                                    ===========  ===========
Basic and Diluted Loss Per Common Share
 Continuing Operations                              $     (0.47) $     (0.06)
 Discontinued Operations                                  (0.41)       (0.62)
 Extraordinary Loss                                           -        (0.01)
                                                    -----------  -----------
 Net Loss                                           $     (0.88) $     (0.69)
                                                    ===========  ===========

Basic and Diluted Weighted Average Common
 Shares Outstanding                                  10,914,527    1,349,234
                                                    ===========  ===========
Comprehensive Loss
 Net loss                                           $(9,561,673) $  (927,501)
 Unrealized gain on investment in securities
  available for sale                                     20,640            -
                                                    -----------  -----------
 Comprehensive Loss                                 $(9,541,033) $  (927,501)
                                                    ===========  ===========

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

                                F-5


                              enSURGE, INC.
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                                                                          Unrealized
                                                                                           Gain on                    Total
                                   Common Stock      Additional  Receivable    Unearned   Investment              Stockholders'
                             ----------------------    Paid-in      From        Compen-       In      Accumulated     Equity
                               Shares      Amount      Capital   Stockholders   sation    Securities    Deficit      (Deficit)
                             -----------  ---------  -----------  -----------  ---------  ----------  ------------  -----------
<S>                         <C>          <C>        <C>          <C>          <C>        <C>         <C>           <C>
Balance - December 31, 1998       62,114  $      62  $   126,438  $         -  $       -  $        -  $   (147,613) $   (21,113)

Acquisition of E-Center, Inc.     62,886         63      127,937       (3,000)         -           -             -      125,000
Acquisition of Sunwalker
  Development, Inc.               89,377         89     (230,360)           -          -           -             -     (230,271)
Expenses paid by shareholder           -          -        1,350            -          -           -             -        1,350
Shares issued for exercise
 of stock options at $0.01
 per share                     2,600,000      2,600       23,400            -          -           -             -       26,000
Shares issued for purchase
 of Now Seven, Inc. at
 $0.01 per share               1,000,000      1,000        9,000            -          -           -             -       10,000
Shares issued for services
 at $0.01 per share            1,000,000      1,000        9,000            -          -           -             -       10,000
Shares issued for cash at
 $0.75 per share               2,000,000      2,000    1,498,000     (397,500)         -           -             -    1,102,500
Shares issued for cash
 at $1.75 per share            1,000,000      1,000    1,749,000   (1,750,000)         -           -             -            -
Net loss                               -          -            -            -          -           -      (927,501)    (927,501)
                             -----------  ---------  -----------  -----------  ---------  ----------  ------------  -----------
Balance - December 31, 1999
 as previously reported        7,814,377      7,814    3,313,765   (2,150,500)         -           -    (1,075,114)      95,965
Adjustments for Restatement
Write off uncollectible
 subscriptions receivable       (939,286)      (939)  (1,645,812)   1,646,751          -           -             -            -
Shares issued for exercise
 of stock options at $0.01
 per share                        40,000         40          360         (400)         -           -             -            -
                             -----------  ---------  -----------  -----------  ---------  ----------  ------------  -----------
Balance - December 31, 1999
 as Restated                   6,915,091      6,915    1,668,313     (504,149)         -           -    (1,075,114)      95,965

Shares issued for cash -
 December $1.75 - $2.36
 per share                        46,564         46       99,373            -          -           -             -       99,419
Stock issued for services:
  per share                        5,644          5       22,977            -          -           -             -       22,982
 October - $4.00 per share        88,458         89      353,743            -          -           -             -      353,832
 November - $4.00 per share       10,000         10       39,990            -          -           -             -       40,000
 December - $2.00 per share       30,000         30       59,570            -          -           -             -       60,000
Conversion of notes payable    3,425,623      3,426       54,810            -          -           -             -       58,236
Acquisition of StinkyFeet.com      7,500          8       33,592            -          -           -             -       33,600
Acquisition of Uniq Studios,
 Inc.                          1,550,000      1,550    6,942,450            -          -           -             -    6,944,000
Acquisition of TotaliNet.
 net.Inc.                         75,000         75      335,925            -          -           -             -      336,000
Acquisition of Atlantic
 Technologies International,
 Inc.                            238,200        238    1,074,962            -          -           -             -    1,075,200
Acquisition of Internet
 Software Solutions, Inc.         60,000         60      268,740            -          -           -             -      268,800
Acquisition of KT Solutions,
 Inc.                            500,000        500    3,583,500            -   (116,667)          -             -    3,467,333
Collection of receivable
 from shareholders                     -          -            -      504,149          -           -             -      504,149
Amortization of unearned
 compensation                          -          -            -            -     59,592           -             -       59,592
Unrealized gain on investment
 in securities                         -          -            -            -          -      20,640             -       20,640
Net loss                               -          -            -            -          -           -    (9,561,673)  (9,561,673)
                             -----------  ---------  -----------  -----------  ---------  ----------  ------------  -----------
Balance - December 31, 2000   12,592,080  $  12,952  $14,538,345  $         -  $ (57,075) $   20,640  $(10,636,787) $ 3,878,075
                             ===========  =========  ===========  ===========  =========  ==========  ============  ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.

                                F-6

                              enSURGE, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                    2000         1999
                                                 -----------  -----------
Cash Flows From Operating Activities
 Net loss                                        $(9,561,673) $  (927,501)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Amortization of goodwill                         1,491,495            -
  Amortization of software costs                     450,000            -
  Amortization of unearned compensation               59,592            -
  Depreciation                                        28,854       23,643
  Loss from write down of goodwill                 3,170,447      229,713
  Loss on disposal of equipment                       61,369            -
  Marketable securities acquired for services       (561,200)           -
  Marketing expense paid with note payable
   and common stock                                  153,482       11,350
  Write down of marketable securities                500,000            -
  Royalty expense paid with common stock             353,832            -
  Write down of inventory due to obsolescence         37,910            -
  Changes in assets and liabilities, net
   of effects from acquisitions:
   Accounts receivable                               381,417      (89,438)
   Other                                              40,687      (17,911)
   Deferred income taxes                             236,060            -
   Merchant financing deposit                        108,981            -
   Trade accounts payable                          1,117,031      183,382
   Accrued liabilities                               284,929     (236,610)
                                                 -----------  ------------
Net Cash Used by Operating Activities             (1,638,312)     (823,372)
                                                 -----------  ------------
Cash Flows From Investing Activities
 Capital expenditures                                (66,321)     (131,203)
 Cash acquired (deficiency) in business
  purchases                                            9,410        (5,508)
 Cash invested in discontinued operations            (52,785)            -
 Cash paid for deposits                                    -       (97,850)
 Payment to purchase businesses                      (10,000)            -
 Purchase of goodwill                                      -      (226,000)
 Proceeds from sale of short term investments         82,387             -
                                                 -----------  ------------
Net Cash Provided by (Used in) Investing
 Activities                                          (37,309)     (460,561)
                                                 -----------  ------------
Cash Flows From Financing Activities
 Collection of receivable from shareholders          504,149             -
 Bank overdraft                                       61,153             -
 Gain on forgiveness of debt                         (75,000)            -
 Principal payments on notes payable and
  purchase obligations                              (226,562)            -
 Proceeds from borrowing under note
  payable to related part                            123,258             -
 Proceeds from borrowing under notes payable       1,579,031        20,900
 Proceeds from notes receivable                      (60,000)            -
 Stock issued for cash                                99,419     1,256,500
 Redemption of common stock                         (336,000)            -
                                                 -----------  ------------
   Net Cash Provided by Financing Activities       1,670,448     1,277,400
                                                 -----------  ------------
Net Decrease in Cash                                 (13,648)       (6,533)
Cash and Cash Equivalents at Beginning of Year        13,935        20,468
                                                 -----------  ------------
Cash and Cash Equivalents at End of Year         $       287  $     13,935
                                                 ===========  ============
The accompanying notes are an integral part of these consolidated
financial statements.

                                F-7

                          enSURGE, Inc.
        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
         FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



                                                    2000         1999
                                                 -----------  -----------
Supplemental Disclosures of Cash Flow Information
 Cash paid during the year for interest          $    47,801  $       542
 Cash paid during the year for income taxes                -        1,350


Supplemental   Schedule  of  Noncash  Investing   and   Financing
Activities:

StinkyFeet.com,  Inc. was acquired  on January 31,  2000  by  the
payment  of $10,000, by incurring liabilities of $30,000  and  by
issuing 7,500 shares of common stock valued at $33,600.

TrafficX.com and enSurge.com were acquired on March 31,  2000  by
the payment of $5,500 and by incurring a $25,000 liability.

Uniq  Studios,  Inc.  was acquired on April 4,  2000  by  issuing
1,550,000 shares of common stock valued at $6,944,000.

TotaliNet.net, Inc. was purchased on April 7, 2000 by the issuing
of 75,000 shares of common stock valued at $336,000.

Atlantic Technologies International, Inc. was acquired on June 1,
2000  by issuing 238,200 shares of common stock and stock options
to  purchase  1,800  shares  of  common  stock,  both  valued  at
$1,075,200.

Internet Software Solutions, Inc. was acquired on June 1, 2000 by
issuing solely 60,000 shares of common stock valued at $268,800.

KT  Solutions  was  acquired on June 1, 2000 by  issuing  500,000
shares  of  common  stock  valued at $2,240,000  and  by  issuing
options  to  purchase 300,000 shares of common  stock  valued  at
$1,344,000.

Notes  payable  in  the  amount of $58,236  were  converted  into
3,425,623  shares of common stock during the twelve months  ended
December 31, 2000.

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

                                F-7

                             enSURGE, INC.
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization   -   Outbound  Enterprises  Inc.   (Outbound)   was
incorporated on July 8, 1998 under the laws of the State of  Utah
and  began operations as a marketing company.  On July 26,  1999,
Outbound  entered  into  an agreement and  plan  of  merger  with
ECenter,  Inc.,  a  Utah corporation, (ECenter)  whereby  ECenter
issued  approximately  50% of its common stock  to  the  Outbound
stockholders in exchange for all of the outstanding common  stock
of  Outbound. In addition, the officers and directors of Outbound
became  the  officers  and  directors of  ECenter.  The  business
combination  was  accounted  for using  the  purchase  method  of
accounting. Due to the percentage of common stock received by the
former  Outbound  shareholders  and  their  control  of  the  top
management positions and the board of directors after the merger,
Outbound  was  determined  to be the  acquiring  corporation  for
financial  reporting  purposes. The net assets  of  ECenter  were
recorded  at  their fair value of $125,000 in  exchange  for  the
shares of common stock of ECenter that remained outstanding.  The
operations of ECenter are included in the accompanying  financial
statements from July 26, 1999.

On October 7, 1999, ECenter entered into an agreement and plan of
merger  with  Sunwalker Development, Inc., a Nevada  corporation,
(Sunwalker)  that  was  completed on November  9,  1999,  whereby
Sunwalker issued 125,000 shares, or 58%, of its common  stock  to
the  ECenter  stockholders in exchange for all of the outstanding
common  stock  of  ECenter.  At  the  time  of  the  transaction,
Sunwalker had no operations and $230,271 of net liabilities.  The
transaction was accounted for as a recapitalization of ECenter at
historical cost.  The number of shares of common stock of ECenter
previously outstanding were restated for all periods prior to the
reorganization  to reflect the effects of the 125,000  shares  of
common  stock issued to the Ecenter stockholders on the  date  of
the reorganization.  The net liabilities of Sunwalker of $230,271
were  recorded in exchange for 89,377 shares of Sunwalker  common
stock that remained outstanding. The operations of Sunwalker  are
included in the accompanying financial statements from October 7,
1999.  On  October  8,  1999, Sunwalker's  name  was  changed  to
iShopper.com, Inc.

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. Effective November  1999,  the  Company
refocused its efforts into becoming an Internet holding  company.
Through  its subsidiaries, the Company is engaged in the business
of  providing cost effective e-commerce development  and  support
for all sizes of businesses. This includes low cost solutions for
small  businesses that would normally not have the  resources  to
create  an e-commerce solution, as well as, fully customized  and
specialized e-commerce sites for large organizations.

Principles  of  Consolidation  -  The  accompanying  consolidated
financial  statements include the accounts of enSurge,  Inc.  and
the  accounts  of  its  wholly-owned subsidiaries:  NowSeven.com,
Inc.,   StinkyFeet.com,  Inc.,  and  Uniq   Studios,   Inc.   All
significant  intercompany transactions  and  balances  have  been
eliminated  in  consolidation. The  results  of  operations  from
Outbound  Enterprises,  Inc., iShopper Internet  Services,  Inc.,
TotaliNet.net,  Inc., Atlantic Technologies International,  Inc.,
Internet  Software  Solutions, Inc. and KT Solutions,  Inc.  have
been   reported  as  discontinued  operations  for  all   periods
presented.

Restatement - The accompanying consolidated financial  statements
as  of  December 31, 1999 and for the year then ended  have  been
restated to eliminate uncollectible receivables from stockholders
in the amount of $1,646,751 and to include the issuance of 40,000
shares of common stock during 1999 through the exercise of  stock
options in exchange for a $400 of receivable from a stockholder.

Use  of  Estimates - The preparation of financial  statements  in
conformity with accounting principles generally accepted  in  the
United   States   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. Estimates that are particularly subject  to
change  in  the  near term include the fair value  of  securities
available  for  sale  and the fair value of consideration  to  be
received upon sale of discontinued operations.

                                F-9

Business  Condition - The accompanying financial statements  have
been  prepared in conformity with accounting principles generally
accepted in the United States, which contemplate continuation  of
the Company as a going concern. However, the Company has suffered
losses  from  operations,  has  had  negative  cash  flows   from
operating  activities  for all periods since  inception  and  has
negative  working capital at December 31, 2000. In addition,  the
Company  has defaulted on several liabilities and is a  defendant
in several resulting lawsuits. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
These  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome should the Company
be unable to continue as a going concern. The Company's continued
existence  is  dependent upon its ability  to  obtain  additional
financing  and to realize proceeds from the sale of KT Solutions,
Inc.  Management's  plans include obtaining additional  financing
and  selling Company assets. On April 25, 2000, the Company  sold
KT  Solutions,  Inc. in exchange for stock of Knowledge  Transfer
Systems,  Inc.,  which management intends to sale.  There  is  no
assurance that any proceeds from additional financing or from the
sale will be realized.

Fair  Value  of Financial Instruments - The amounts  reported  as
trade  receivables,  investment  in  securities,  trade  accounts
payable, accrued liabilities and notes payable are considered  to
be reasonable approximations of their fair values. The fair value
estimates   were  based  on  market  information   available   to
management  at  the  time  of the preparation  of  the  financial
statements.   The  reported  fair  values  do   not   take   into
consideration  potential expenses that would be  incurred  in  an
actual settlement.

Investment  in  Securities - Investment in equity securities  are
classified  as available for sale and are carried at fair  value.
Unrealized gains and losses are reported as a separate  component
of  shareholders' equity except for declines in market value that
are  other  than  temporary, which are  included  in  operations.
Realized gains and losses on sales of securities are included  in
operations  with  the  cost of securities sold  determined  on  a
specific cost basis.

Property  and Equipment - Property and equipment are recorded  at
cost  and  depreciated over their estimated useful lives  ranging
from  five  to  seven  years,  using  the  straight-line  method.
Expenditures for repairs and maintenance are charged directly  to
expense. Renewals and betterments are capitalized.

Long-Lived  Assets  -  The realizability  of  long-lived  assets,
including  property  and  equipment,  software  to  be  sold  and
marketed, net assets of discontinued operations and goodwill  are
evaluated  periodically when events or circumstances  indicate  a
possible inability to recover the carrying amounts. An impairment
loss is recognized for the excess of the carrying amount over the
fair  value  of  the  assets. Fair value is determined  based  on
estimated  discounted net future cash flows  or  other  valuation
techniques available in the circumstances. This analysis involves
significant  management judgment to evaluate the capacity  of  an
asset  to  perform within projections. Based upon this  analysis,
impairment  losses  of  $1,160,308 and $229,713  were  recognized
during  the years ended December 31, 2000 and 1999, respectively,
relating to goodwill from acquired subsidiaries.

Sales Recognition - Sales consist primarily of providing Internet
services  to  customers including the sale of  software.  Revenue
from  the  services and the sale of software is  recognized  upon
completion  and  delivery of the services and acceptance  by  the
customer.

Stock-Based  Compensation - Stock-based compensation relating  to
stock  options granted to employees is measured by the  intrinsic
value  method. This method recognizes compensation based  on  the
difference between the fair value of the underlying common  stock
and  the exercise price of the stock options on the date granted.
Compensation  relating  to options granted  to  non-employees  is
measured by the fair value of the options, computed by the Black-
Scholes option pricing model.

                                F-10

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. There were a  total  of  853,000
potentially issuable common shares which were excluded  from  the
calculation  of  diluted loss per common share  at  December  31,
2000.

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.

NOTE 2 - ACQUISITIONS

The  Company has issued restricted common stock in the  following
acquisitions.  The Company's common stock began trading over  the
OTC Bulletin Board market in December 1999. Trading consisted  of
approximately  400,000  shares  per  month  through   May   2000.
Accordingly,  management  of the Company  does  not  believe  the
prices  at which the common stock was sold over the thinly traded
OTC  Bulletin Board represent the fair value of the common  stock
for  the first part of 2000. From January through June 2000,  the
Company  was seeking to offer up to 600,000 restricted shares  of
its  common  stock in a private placement offering at  $4.48  per
share after offering costs. The offering price was established by
an  independent brokerage firm and the private placement offering
was  intended to be issued to several investors.  Although  there
were  no  shares  issued  under the private  placement  offering,
management  believed  the  fair value of  the  restricted  common
shares  was  most clearly determined by the price of the  private
placement offering. That price, $4.48 per common share, was  used
to value the common shares issued in the following acquisitions.

StinkyFeet.com, Inc. - On January 31, 2000, the Company completed
the  acquisition  of  StinkyFeet.com, Inc.  The  acquisition  was
accomplished by the Company issuing 7,500 shares of common  stock
and agreeing to pay $40,000 at the rate of $10,000 per month over
four  months.  The common shares issued were valued at fair value
of   $33,600,  or  $4.48  per  share.  The  assets  acquired  and
liabilities assumed were recorded at their fair values  with  the
excess  of  the  purchase price over the net assets  acquired  of
$66,600  allocated  to  goodwill, which is being  amortized  over
three years by the straight-line method.

TrafficX.com  and  enSurge.com - On March 31, 2000,  the  Company
acquired  the  TrafficX.com  and enSurge.com  Web  domain  names,
proprietary   computer  code,  software  and   related   products
associated  with  those names by the payment  of  $5,500  and  an
obligation  to  pay $25,000 in equal monthly payments  of  $5,000
each from May 1, through September 1, 2000. The domain names  and
software is an Internet banner network service, which is provided
either  at no charge to customers or bundled with other  software
sold.   Accordingly, the cost of the acquired  domain  names  and
software  were accounted for as marketing costs and were  charged
to  general and administrative expense when incurred. The Company
has not made the required payments for May through August and  is
default of the acquisition agreement.

Uniq Studios, Inc. - On April 4, 2000, the Company entered into a
stock exchange agreement with Uniq Studios, Inc. ("Uniq") whereby
the  Company  agreed  to acquire all of the  outstanding  capital
shares of Uniq in exchange for 1,500,000 restricted shares of the
Company's  common stock.  In addition, the Company issued  50,000
shares  of common stock as a finder's fee, which is also included
in  the  purchase price. The Company granted options to the  four
shareholders  of  Uniq, who are also key employees  of  Uniq,  to

                                F-11

purchase  500,000 additional restricted shares of  the  Company's
common stock at a price equal to 80% of the market bid price  for
the  Company's  common stock on April 4, 2000.  Two  hundred  and
fifty  thousand  options  were exercisable  upon  Uniq  achieving
annual  revenue  of  $2,500,000  by  April  2001  and  upon  Uniq
achieving a breakeven income. At April 4, 2001, Uniq had not  met
the  requirements  for  exercising the 250,000  options  and  has
forfeited  these  options.  The  remaining  250,000  options  are
exercisable  upon Uniq achieving annual revenue of $7,500,000  by
April  2002 and continued profitability.  Uniq Studios, Inc.  was
formed  immediately prior to the exchange discussed above by  the
transfer  of all rights, title, assets and business interests  of
Uniq  Studios,  LLC and Uniq Multimedia, LLC (formerly  known  as
Uniq Enterprises, LLC) to Uniq Studios, Inc.

The acquisition of Uniq was recorded using the purchase method of
accounting. The common shares issued were valued at fair value of
$6,944,000,   or   $4.48   per  share.  The   remaining   250,000
contingently  issuable  options will be recorded  at  their  fair
value when and if the conditions for their issuance are met,  and
will  increase  goodwill when and if issued. The assets  acquired
and  liabilities assumed were recorded at their fair values  with
the excess of the purchase price over the net assets acquired  of
$5,460,273  allocated to goodwill, which is being amortized  over
five years by the straight-line method.

TotaliNet.net, Inc. - On April 7, 2000, the Company issued 50,000
shares  of common stock and agreed to issue an additional 100,000
shares  of  common  stock upon TotaliNet.net, Inc.  accomplishing
four  performance criteria, in exchange for the common  stock  of
TotaliNet.net,  Inc.   The acquisition was  accounted  for  as  a
purchase  business combination.  The 50,000 common shares  issued
were valued at fair value of $224,000, or $4.48 per share. Twenty-
five  thousand contingently issuable common shares were  issuable
at June 30, 2000 from the Company waiving the related performance
criteria  and were valued at $112,000, or $4.48 per  share.   The
remaining  75,000  contingently issuable common  shares  will  be
recognized as an increase to goodwill based upon their fair value
when  and if they are issued. The Company advanced TotaliNet.net,
Inc.  $31,000  in March 2000 as a loan. The assets  acquired  and
liabilities assumed were recorded at their fair values  with  the
excess  of  the  purchase price over the net assets  acquired  of
$764,760  allocated  to goodwill, which is being  amortized  over
five years by the straight-line method.

Atlantic Technologies International, Inc. - On May 31, 2000,  the
Company  entered  into  a  stock  exchange  agreement  with   the
shareholders of Atlantic Technologies International,  Inc.  (ATI)
whereby  the  Company  acquired all of  the  outstanding  capital
shares  of ATI in exchange for the issuance of 238,200 restricted
shares  of  common  stock  and  for  options  to  purchase  1,800
restricted shares of common stock at $0.10 per share.

The acquisition of ATI was recorded using the purchase method  of
accounting. The 238,200 common shares issued and the 1,800 vested
options  were recorded at their fair values totaling  $1,075,200.
The  assets  acquired and liabilities assumed  were  recorded  at
their fair values with the excess of the purchase price in excess
of  the  net assets acquired of $1,074,225 allocated to goodwill,
which  was amortized over five years by the straight-line  method
until December 31, 2000 when ATI's operations were discontinued.

Internet Software Solutions, Inc. - On May 31, 2000, the  Company
entered into a stock exchange agreement with the shareholders  of
Internet  Software Solutions, Inc. ("ISSI") whereby  the  Company
acquired  all  of  the  outstanding capital  shares  of  ISSI  in
exchange for 60,000 restricted shares of common stock.

The acquisition of ISSI was recorded using the purchase method of
accounting. The 60,000 common shares issued were recorded at fair
value  of  $268,800, or $4.48 per share. The assets acquired  and
liabilities assumed were recorded at their fair values  with  the
excess  of  the  purchase price over the net assets  acquired  of
$302,678  allocated  to goodwill, which was amortized  over  five
years  by  the straight-line method until December 31, 2000  when
ISSI's operations were discontinued.

                                F-12

KT Solutions, Inc. - On June 1, 2000, the Company entered into  a
stock  exchange agreement with KT Solutions, Inc. ("KT")  whereby
the Company acquired all of the outstanding capital shares of  KT
in exchange for 500,000 restricted shares of the Company's common
stock  and  for options to purchase 250,000 additional restricted
shares  of  the  Company's common stock at $4.00  per  share.  In
addition,  the Company issued warrants to purchase 50,000  shares
of  common stock at $0.10 per share as a finder's fee,  which  is
also included in the purchase.

The  acquisition of KT was recorded using the purchase method  of
accounting.  The  500,000 common shares issued  and  the  300,000
options and warrants issued were recorded at their fair values of
$2,240,000  ($4.48 per share) and $1,344,000, respectively.   The
value  of  the  options  was determined using  the  Black-Scholes
option  pricing model with the following assumptions:  risk  free
interest  rate of 6.0%, expected dividend yield of 0%, volatility
of  577%  and  expected life of 5 years. The assets acquired  and
liabilities assumed were recorded at their fair values  with  the
excess  of  the  purchase price over the net assets  acquired  of
$4,342,278 allocated to goodwill, which was amortized  over  five
years  by  the straight-line method and will be until  April  25,
2001 when KT Solutions, Inc. was sold.

NOTE 3 - DISCONTINUED OPERATIONS

KT Solutions, Inc. - During December 2000, the Company adopted  a
formal plan to sell KT Solutions, Inc. The transaction closed  on
April  25, 2001. Operating results of KT Solutions, Inc. for  the
seven months ended December 31, 2000 was a loss of $1,140,640 and
is  included  in  the loss from discontinued  operations  in  the
accompanying statements of operations. Net sales of KT Solutions,
Inc.  for the seven months ended December 31, 2000 were $677,520.
Assets and liabilities of KT Solutions, Inc. are included in  net
assets  of  discontinued operations in the  accompanying  balance
sheet and consisted of the following at December 31, 2000:

      Cash                                          $    22,144
      Accounts receivable, net of $9,961 allowance
       for bad  debts                                   121,598
      Inventories                                        92,810
      Property and equipment, net of $7,677
        accumulated depreciation                         36,508
      Deposits                                           12,027
      Goodwill, net of $506,599 accumulated
       amortization                                   3,835,679
                                                    -----------
           Total assets                               4,120,766
      Payables and accruals                            (692,822)
      Notes payable                                    (449,414)
                                                    -----------
      Net Assets to be Disposed                     $ 2,978,530
                                                    ===========
Asset of KT Solutions, Inc. are shown at their historical cost as
the  Company  expects  to  realize a  gain  on  the  sale  of  KT
Solutions,  Inc.  and  the gain has not  been  recognized.  Notes
payable are shown at their carrying amounts.

TotaliNet.net,  Inc. - During December 2000, the  Company  ceased
the  operations  of  TotaliNet, Inc. The estimated  loss  on  the
disposal of the discontinued operations of $55,756 represents the
estimated  loss on the disposal of the assets. Operating  results
of  TotaliNet for the eight months ended December 31, 2000 was  a
loss  of  $198,389  and  is included in  loss  from  discontinued
operations  in  the  accompanying statements of  operations.  Net
sales  of TotaliNet for the eight months ended December 31,  2000
were   $255,374.  Liabilities  of  TotaliNet  are   included   in
liabilities   of  discontinued  operations  in  the  accompanying
balance  sheet and consisted of $79,244 of accounts  payable  and
accrued liabilities at December 31, 2000.

                                F-13


Outbound  - In December 2000, the Company ceased operations
of   Outbound. The Company has not adopted a formal plan to  sell
Outbound.  Operating  results of Outbound  for  the  years  ended
December  31, 2000 and December 31, 1999 were losses of  $123,464
and  $647,064 after tax, respectively, and are included  in  loss
from  discontinued operations in the accompanying  statements  of
operations.  Net sales of Outbound for the years  ended  December
31,  2000  and  December 31, 1999 were $2,877,858 and  3,907,164,
respectively. No gain or loss was recognized for the disposal  of
the  discontinued operations. Assets and liabilities of  Outbound
consisted of the following at December 31, 2000:

     Cash                                       $  37,496
     Accounts receivable, net of $74,068
      allowance for bad debts                      68,416
     Property and equipment, net of $18,380
      accumulated depreciation                     58,536
     Payables and accruals                       (374,730)
                                                ---------
     Net Liabilities to be Disposed             $(210,282)
                                                =========

Asset  are  shown  at  their expected net realizable  values  and
payables  and  accruals  are shown at  their  face  amounts.  Net
liabilities  to  be disposed of at their expected net  realizable
values,  have  been  separately classified  in  the  accompanying
balance sheet at December 31, 2000 and 1999.

iShopper  Internet Services - During December 2000,  the  Company
adopted  a  formal  plan  to  sell  iShopper  Internet  Services.
Operating  results  of iShopper Internet Services  for  the  year
ended December 31, 2000 and for the six months ended December 31,
1999  were losses of $271,150 and $15,684, respectively, and  are
included in loss from discontinued operations in the accompanying
statements of operations. Net sales of iShopper Internet Services
for  the  year  ended December 31, 2000 and the six months  ended
December 31, 1999 were $35,266 and $17,705,respectively. No  gain
or  loss  was  recognized for the disposal  of  the  discontinued
operations. Assets and liabilities of iShopper Internet  Services
consisted of the following at December 31, 2000

     Property and equipment, net of $3,692
      accumulated depreciation                  $   2,489
     Payables and accruals                        (35,807)
                                                ---------
     Net liabilities to be disposed             $ (33,318)
                                                =========

Asset  are  shown  at  their expected net realizable  values  and
payables  and  accruals  are shown at  their  face  amounts.  Net
liabilities  to  be disposed of at their expected net  realizable
values,  have  been  separately classified  in  the  accompanying
balance sheet at December 31, 2000.

Atlantic  Technologies,  Inc. (ATI) -  On  April  27,  2001,  the
Company  ceased the operations of ATI. Operating results  of  ATI
for the seven months ended December 31, 2000 was a loss of $1,508,097
and  is included in the loss from discontinued operations in  the
accompanying statements of operations. Net sales of ATI  for  the
eight  months  ended  December  31,  2000  were  $1,301,459.   An
estimated  loss for  the disposal of ATI  of   $1,304,459
was  recognized during the year ended December 31,  2000.  Assets
and liabilities of ATI consisted of the following at December 31,
2000:

     Property and equipment, net of $7,608
      accumulated depreciation                  $   45,944
     Payables and accruals                        (362,351)
     Notes payable                                (301,923)
                                                ----------
     Net liabilities to be disposed             $ (618,330)
                                                ==========

                                F-14

Assets  are  shown  at their expected net realizable  values  and
payables  and  accruals  are shown at  their  face  amounts.  Net
liabilities to be disposed of have been separately classified  in
the accompanying balance sheet at December 31, 2000.

NOTE 4 - INVESTMENT IN SECURITIES

During the year ended December 31, 2000, the Company entered into
and completed a contract to provide services to iBonZai.com, Inc.
As  payment for services performed, the Company received  100,000
shares  of  iBonZai.com, Inc. stock.  On the date of  settlement,
the shares had a market value of $531,200 or $5.31 per share.

On  December 31, 200, the shares had a market value of $94,000 or
$0.94  per share.  By April 6, 2001, the stock had a market value
of  $31,200 or $0.31 per share.  Management considers the loss to
be  other  than  temporary.   As  a  result,  the  investment  in
iBonZai.com, Inc. was written down to the April 6, 2000 value and
a loss of $500,000 was recognized at December 31, 2000.
During  the  year  ended December 31, 2000, as part  of  a  sales
agreement,  the  Company received 60,000  restricted   shares  of
Travel  Dynamics, Inc. common stock valued at $0.50 per share  as
partial   payment  for  services  rendered.   On  the   date   of
settlement, free trading shares of Travel Dynamics,  Inc.  had  a
market value of $1.00 per share.

The  restricted  shares received by the Company  were  valued  at
$30,000, or  $0.50 per share, due to their restricted nature.  At
December 31, 2000, the share had an undiscounted market value  of
$0.84  per  share,  resulting in an unrealized gain  of  $20,640.
Marketable equity securities are classified as available for sale
and are stated at fair value. Unrealized holding gains and losses
are  recognized as a separate component of stockholders'  equity.
At  December 31, 2000, available for sale securities consisted of
the following:

                                    Gross        Gross     Estimated
                                  Unrealized   Unrealized     Fair
                          Cost       Gains       Losses      Value
                       ----------  ----------  ----------  ----------
     Common stocks     $   61,200  $   20,640  $        -  $   81,840
                       ==========  ==========  ==========  ==========

NOTE 5 - NOTE RECEIVABLE

In  December  2000, the Company advanced $60,000  to  iBonZai  in
which  the Company owns stock. The principal was due in  December
2001,  together  with  interest at a rate of  8%.  Subsequent  to
December  31, 2000, the Company converted the note to  equity  in
iBonZai.

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31,
2000 and December 31, 1999:

                                               2000       1999
                                            ----------  ----------
     Furniture and fixtures                 $   41,594  $   49,884
     Computer equipment                         48,996     141,379
                                            ----------  ----------
     Total Property and Equipment               90,591     191,263
     Less:   Accumulated depreciation          (16,981)    (49,280)
                                            ----------  ----------
     Net Property and Equipment             $   73,609  $  141,983
                                            ==========  ==========

                                F-15

Depreciation  expense for the year ended December  31,  2000  and
1999 was $17,357 and $23,543, respectively.

NOTE 7 - NOTES PAYABLE
                                                December 31,
                                            ----------------------
                                              2000         1999
                                            ----------  ----------
6.06% Notes payable, due November 1997,
 in default, secured by mining claims
 held previously by Sunwalker               $  126,000  $  126,000

5% Convertible debenture, converted
 into common stock                                   -      60,000

8% Notes payable, due on demand, unsecured   1,359,000           -

12% Note payable, due on demand, unsecured      79,122           -

Non-interest bearing obligations incurred
 in connection with acquisition of
 businesses, due on demand, unsecured           20,000      30,000
                                            ----------  ----------

        Total Notes Payable                 $1,584,122  $  216,000
                                            ==========  ==========
        Notes Payable - Related Party       $  123,258  $        -
                                            ==========  ==========

The Company assumed $60,000 of 5% convertible promissory notes in
October  1999  in  connection with the acquisition  of  Sunwalker
Development, Inc. The notes are convertible at $0.017 per  share.
On  the  date of the acquisition, the fair value of the Company's
common  stock was $0.01 per share. During the year ended December
31,  2000,  the convertible promissory notes were converted  into
3,425,623 shares of common stock.

NOTE 8 - RELATED PARTY TRANSACTIONS

During  the  year ended December 31, 2000, a former  officer  and
director  of the Company advanced the Company $123,258  to  cover
operations.  These advances bare interest at eight  percent,  are
due  on  demand  and  are  unsecured. At December  31,  2000,  no
repayments have been made.

NOTE 9 - COMMON STOCK ISSUANCES

Common  Stock  Issued for Cash - In December  2000,  the  Company
issued 46,564 shares of common stock for cash proceeds of $99,419
at prices ranging from $1.75 to $2.36 per share.

In  November 1999, the Company issued 2,060,714 shares of  common
stock   for   cash  proceeds  of  $1,102,500  and   subscriptions
receivable  of $500,749 at prices of $0.75 and $1.75  per  share.
The subscriptions receivable were settled during 2000.

Common  Stock Issued for Services - In January 2000, the  Company
entered into an agreement with a corporation for public relations
services.   As payment for these services, the Company agreed  to
pay 75% of the fees in cash and 25% is stock.  In September 2000,
the  Company  issued  5,644 shares of common stock  for  services
valued at $22,982 or $3.20 to $5.60 per share.

In  October 2000, the Company, KT Solutions, Theodore Belden  and
James  Corcoran entered into an agreement to settle  the  Royalty
payable to Belden and Corcoran as recorded on KT Solutions books.
The Companies agreed to pay Belden $237,603 and Corcoran $450,720
for  past  and  future  Royalty  liabilities.   As  part  of  the

                                F-16

agreement,  the Company issued 88,458 shares of common  stock  to
Belden and Corcoran.  The shares were valued at $353,832 or $4.00
per share.

In  November 2000, the Company entered into an agreement  with  a
corporation  for  public relations services.  As partial  payment
for these services, the Company agreed to issue 10,000 shares  of
common  stock upon signing of the agreement.  These  shares  were
valued at 40,000 or $4.00 per share.

In  October 1999, the Company issued 1,000,000 shares  of  common
stock  as a signing bonus to the Company's President. The  shares
were valued at $10,000 or $0.01 per share.

In  December 2000, the Company entered into an agreement  with  a
corporation  for  promotional  services.  As  payment  for  these
services, the Company issued 30,000 shares of common stock valued
at $60,000 or $2.00 per share.

Common Stock Issued for Conversion of Notes Payable - The Company
assumed  $60,000  of 5% convertible promissory notes  in  October
1999 in connection with the acquisition of Sunwalker Development,
Inc.  The notes were convertible at $0.017 per share. During  the
year  ended  December 31, 2000, the convertible promissory  notes
were converted into 3,425,623 shares of common stock.

Common  Stock  Issued  in  Connection  with  Acquisitions  -   As
discussed in Note 2 Acquisitions, the Company issued 7,500 shares
of  common  stock in the acquisition of StinkyFeet.com valued  at
$33,600;  1,550,000 shares of common stock in the acquisition  of
Uniq  Studios, Inc. valued at $6,944,000; 75,000 shares of common
stock   in  the  acquisition  of  TotaliNet.net.Inc.  valued   at
$336,000;  238,200 shares of common stock in the  acquisition  of
Atlantic  Technologies International, Inc. valued at  $1,075,200;
60,000  shares  of  common stock in the acquisition  of  Internet
Software  Solutions, Inc. valued at $268,800; and 500,000  shares
of  common stock in the acquisition of KT Solutions, Inc.  valued
at $3,467,333.

In  1999, the Company issued 1,152,263 shares of common stock  in
the  acquisitions  of ECenter, Inc., iShopper Internet  Services,
Inc.,   Outbound  Enterprises,  Inc.,  iShopper.com,  Inc.,   and
NowSaver.com, Inc. The shares were valued at $(95,271).

Exercise of Stock Options - In 1999, the Company issued 2,640,000
shares of common stock for proceeds of $26,000 and a subscription
receivable  of  $400.  The subscription  receivable  was  settled
during 2000.

NOTE 10 - STOCK OPTIONS

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.

Employee  Grants -  During the year ended December 31, 1999,  the
Company granted options to purchase 400,000shares of common stock
to  employees  and  directors of the Company. These  options  are
exercisable at $1.75 per share which was equal to the fair  value
of  the  Company's  common stock on the date of  issuance.  These
options vested immediately and expire five years from the date of
grant.

                                F-17

Non  Employee  Options -  As discussed in Note 2,  in  connection
with  the  purchase  of Uniq Studios, Inc.,  the  Company  issued
options to purchase 500,000 shares of common stock at 80% of  the
bid  price  on April 4, 2000.  The options are exercisable  based
upon  performance  of Uniq Studios, Inc. as to  earnings.   These
contingent  options will not be valued until the contingency  has
been met at which time the value of the options will be added  to
the  purchase  price.   Until then,  the  options  will  only  be
disclosed.

Also  part  of  the purchase of Uniq Studios, Inc.,  the  Company
issued  options to purchase 50,000 shares of common  stock  as  a
finders  fee.  The options were valued at $224,000 or  $4.48  per
share  using  the  Black-Scholes option pricing  model  with  the
following assumptions: risk free interest rate of 6.0%,  expected
dividend yield of 0%, volatility of 577% and expected life  of  5
years.   The value of these options was included in the  purchase
price.   The  options vested upon issuance and expire five  years
from the date of issuance.

As  discussed  in  Note  2, in connection with  the  purchase  of
Atlantic  Technologies  International,  Inc.(ATI),  the   Company
issued options to purchase 3,000 shares of common stock.  Of  the
3,000  options  issued, 1,800 vested immediately  and  1,200  are
exercisable  based upon performance of ATI as to  earnings.   The
1,800 options were valued at $8,064 or $4.48 per share using  the
Black-Scholes   option   pricing   model   with   the   following
assumptions:  risk free interest rate of 6.0%, expected  dividend
yield  of  0%, volatility of 577% and expected life of  5  years.
The value of these options was included in the purchase price.

The  1,200  contingent  options will  not  be  valued  until  the
contingency  has been met at which time the value of the  options
will  be added to the purchase price.  Until then, the contingent
options will only be disclosed.

As  discussed  in Note 2, in connection with the purchase  of  KT
Solutions,  Inc.  (KT Solutions), the Company issued  options  to
purchase 250,000 shares of common stock.  The options were valued
at  $1,120,000 or $4.48 per share using the Black-Scholes  option
pricing  model with the following assumptions: risk free interest
rate  of 6.0%, expected dividend yield of 0%, volatility of  577%
and  expected  life of 5 years.  These options  vest  over  three
years  and  deferred  compensation will be recognized  over  that
period.

Also  part  of  the purchase of KT Solutions, Inc.,  the  Company
issued  options to purchase 50,000 shares of common  stock  as  a
finders  fee.  The options were valued at $224,000 or  $4.48  per
share  using  the  Black-Scholes option pricing  model  with  the
following assumptions: risk free interest rate of 6.0%,  expected
dividend yield of 0%, volatility of 577% and expected life  of  5
years.   The value of these options was included in the  purchase
price.   The  options vested upon issuance and expire five  years
from the date of issuance.

Outstanding  Stock Options - A summary of stock  option  activity
for the years ending December 31, 2000 and 1999 is as follows:

                                                           Weighted
                                                Exercise    Average
                                     Options     Price   Exercise Price
                                   ----------  ----------  ----------
   Balance, December 31, 1998               -  $     -     $     -
   Granted                            400,000       1.75        1.75
   Balance, December 31, 1999         400,000       1.75        1.75
   Granted                            853,000   0.10 - 7.60     6.08
   Balance, December 31, 2000       1,253,000   0.10 - 7.60     6.08
   Exercisable, December 31, 2000     541,670   1.75 - 7.60     2.31

                                F-18

A  summary  of  stock options outstanding and exercisable  as  of
December 31, 2000 follows:

<TABLE>
<CAPTION>

                        Options Outstanding                     Options Exercisable
            ----------------------------------------------  ---------------------------
  Range of    Number    Weighted-Average                      Number       Weighted-
  Exercise   Outstanding   Remaining      Weighted-Average  Exercisable     Average
   Prices   At 12/31/00  Contractual Life   Exercise Price  At 12/31/00  Exercise Price
 ---------  -----------  ----------------  ---------------  -----------  --------------
<S>        <C>          <C>               <C>              <C>          <C>
   $1.75      400,000        4.0 years          $1.75         400,000       $1.75
0.10 - 7.60   853,000        5.0 years           6.08               -        2.31
            ---------                                       ---------
            1,253,000                                       1,253,000
            =========                                       =========
</TABLE>

Stock-based compensation charged to operations was $0 and $0  for
the  years  ended December 31, 2000 and 1999, respectively,  from
options granted to employees and directors. Had compensation cost
for  the  Company's options granted to employees been  determined
based  on  the fair value at the grant dates consistent with  the
alternative  method  set  forth  under  Statement  of   Financial
Accounting  Standards No. 123, net loss and loss per share  would
have increased to the pro forma amounts indicated below:

                                         For the Years Ended
                                              December 31,
                                        -------------------------
                                           2000          1999
                                        -----------   -----------
     Net loss:
       As reported                      $(7,147,511)  $  (927,501)
       Pro forma                         (7,147,511)     (927,501)
     Basic and diluted loss per share:
       As reported                      $     (0.68)  $     (0.69)
       Pro forma                              (0.68)        (0.69)

NOTE 11 - PROVISION FOR INCOME TAXES

Including operating losses acquired in acquisitions, the  Company
has operating loss carry forwards of approximately $3,456,132  at
December 31, 2000. The operating loss carry forwards expire  from
2019  through 2020. Substantially all of the operating loss carry
forwards  are  limited  in  the  availability  for  use  by   the
consolidated company. The net deferred tax asset consisted of the
following at December 31, 2000 and 1999:

                                              2000      1999
                                          -----------  -----------
  Deferred Tax Assets
     Operating loss carry forwards        $ 1,289,140  $   472,120
     Allowance for doubtful accounts            7,320            -
     Accrued liabilities                      721,758            -
     Unearned revenue                           5,856            -
     Depreciation                                 387            -
                                          -----------  -----------
     Total Deferred Tax Assets              2,024,460      472,120
                                          -----------  -----------
  Valuation Allowance                      (1,065,611)    (236,060)
                                          -----------  -----------
  Deferred Tax Liabilities
     Unrealized gain on securities             (7,699)           -
     Software to be sold and marketed        (951,150)           -
                                          -----------  -----------
     Total Deferred Tax Liabilities          (958,849)           -
                                          -----------  -----------
  Net Deferred Tax Asset                  $         -  $   236,060
                                          ===========  ===========

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 (expense)
from income taxes attributable to continuing operations:

                                F-19


                                                  2000         1999
                                              -----------   -----------
     Benefit at statutory rate (34%)          $(1,662,584)  $   107,299
     Change in valuation allowance             (1,953,509)      (31,327)
     State tax benefit, net of federal
      tax effect                                   54,865        10,414
                                              -----------   -----------
     Net Benefit (Expense) From Income Taxes  $  (236,060)  $    86,386
                                              ===========   ===========

NOTE 12 - EXTRAORDINARY LOSS

During  1999,  the Company advanced funds for renovation  on  the
anticipated  acquisition of a building in Salt Lake City.  During
the  construction phase, a tornado destroyed the building and was
written  off  as  a complete loss. The loss is  presented  as  an
extraordinary loss in the statement of operations.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

E-Commerce   Exchange.   v.   Outbound   Enterprises,   Inc.   or
iShopper.com,  Inc. - In December 2000, E-Commerce  brought  suit
against  Outbound and iShopper Internet Services 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, the  settlement
arrangements  have  been  finalized  to  be  paid   out   through
receivables  however, until the obligation is paid in  full,  the
judgement  remains  unsatisfied.  As of December  31,  2000,  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  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. As of December 31, 2000,  the
Company has accrued the above liability.

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, 2000, the Company has accrued the above 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 was 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, 2000, the Company has accrued the above liability.

                                F-20

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 leases were classified as operating leases and therefore, the
Company did not include the asset or the liability on the  books.
At  December 31, 2000, the Company was in default on the  leases.
As  of  December  31,  2000, 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. The Company intends to attempt
to  settle  or  otherwise resolve the judgment as   funds  become
available.  As of December 31, 2000, 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  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.

These  leases were classified as operating leases and  therefore,
the  Company did not include any asset or liability on the books.
At  December 31, 2000, the Company was in default on the  leases.
HBM  proposes  including the liability to Pacific  Media  in  the
amount  of  $68,437.  As of December 31, 2000,  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;  Totalnet,  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 of December
31, 2000, the Company has accrued the above liabilities.

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.

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 starting on may
25, 2001.

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.

                                F-21

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.

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.

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 $682.50 starting on October 10, 2000.

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.

NOTE 14 - SUBSEQUENT EVENTS

On  April  25,  2001, the Company consummated  a  Stock  Exchange
Agreement with GoThink!.com, Inc., whereby all of the issued  and
outstanding  common stock of KT Solutions, Inc., was  transferred
to  GoThink!.com,  Inc.  in  exchange  for  8,000,000  shares  of
GoThink!.com,  Inc. common stock.  The 8,000,000 shares  will  be
accounted for as an investment and will be recorded at  the  fair
market value on the date the transaction was consummated.

Subsequent  to  December  31, 2000, the  Company  issued  462,865
shares  of  common stock for services provided at prices  ranging
from  $0.47 to $1.11 per share.  The Company also issued  498,910
shares  of  common stock  to employees for salaries.  The  shares
were valued at $1.11 per share.

                                F-22



/18/


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

     The  Companies  Board of Directors approved  the  change  in
auditors  from Crouch, Bierwolf and Chisholm to Hansen,  Barnett,
and  Maxwell.   This change was due to needing a larger  firm  to
complete  the  needed accounting and audit work.  There  were  no
disagreements  with  the  former  accountant  an  any  matter  of
accounting   principles   or   practices,   financial   statement
disclosure, or auditing scope of procedures.


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 May 11, 2001:

          Name             Age               Position
    ----------------      -----     ---------------------------
    Scott R. Hosking        40      Chief Executive Officer and
                                    President

     Jeff A. Hanks          35      Chief Financial Officer,
                                    Secretary  and Director

     George Denney          63      Chairman of the Board of
                                    Directors


      Scott R. Hosking, CEO:  Mr. Hosking is President and  Chief
Executive Officer of EnSurge.  Prior to working with EnSurge,  he
worked  as  a  management  and marketing consultant  for  several
businesses in the US and Mexico.  Mr. Hosking lived in Mexico for
a  number  of  years  where he was able to  pursue  international
opportunities.   He  has taken companies from startup  and  grown
them  into multi-million dollar organizations.  He has served  as
an  adjunct, on the teaching staff of three colleges and lectured
at  numerous  other colleges and universities where he  presented
his personal economic model MoneyMax.

      Jeff  A. Hanks, CFO:  Mr. Hanks is Chief Financial Officer,
Secretary  and  Director  for EnSurge.   Prior  to  working  with
EnSurge, Mr. Hanks was controller for the Slaymaker Group,  Inc.,
a  multimillion  dollar consolidated restaurant group.   He  also
worked  with  Deloitte  & Touche, LLP. for five  years  providing
consulting,  accounting and auditing services to large  and  mid-
size   companies  in  several  industries  including   high-tech,
broadcasting and manufacturing.

/19/

[CHAIRMAN OF THE BOARD]

     George Denney, Chairman:  Mr. Denney is founder and Chairman
Emeritus  of  Cole-Haan, a company of international footwear  and
accessories.  In addition to his duties at Cole-Haan, Mr.  Denney
sits on the board of a number of companies and associations, such
as Hathaway, Inc., Footwear Industries of America.

     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

     Douglas S. Hackett served as CEO of EnSurge, Inc. during the
last  completed  fiscal year and was compensated  $87,500  during
that  time period.  Subsequent to year end he resigned.  No other
officer of the company was compensated in excess of $100,000.

ITEM  11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
            MANAGEMENT


     Common      Douglas S. Hackett         7,725,000        10.74%
     Stock       1900 Alaqua Drive          Former CEO
                 Longwood, Florida 32779

     Common      George Denney              4,236,115         5.89%
     Stock       28 Woodside Lane           Chair of the Board
                 Freeport, Maine 04032

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

     2.1  Stock   Exchange   Agreement  by  and  among   Atlantic
          Technologies  International, Inc., Paul  Sachdeva,  and
          Robert Long.
     2.2  Stock Exchange Agreement by and among Internet Software
          Solutions, Inc., Paul Sachdeva.
     2.3  Stock  Exchange  Agreement by and among  KT  Solutions,
          Inc., Steve Burke.
     2.4  Stock  Exchange  Agreement by and among Virtual  Market
          Solutions.com, Inc.
     21.1 Subsidiaries of EnSurge, Inc.
     24.1 Powers  of  Attorney for Messrs. Denney,  Hosking,  and
          Hanks.

     (b). Reports on Form 8-K:

/20/

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 16, 2001                       By:  /s/ Scott R. Hosking
                                   ------------------------------
                                   SCOTT  R.  HOSKING,  PRESIDENT
                                   AND CHIEF EXECUTIVE OFFICER


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


/s/ Scott R. Hosking
--------------------            President and Chief Executive   May 16, 2001
SCOTT R. HOSKING                Officer


/s/ Jeff A. Hanks
--------------------            Chief Financial Officer,        May 16, 2001
JEFF A. HANKS                   Secretary and Director


/s/ George Denney
--------------------            Chairman of the Board           May 16, 2001
GEORGE DENNEY


/21/


                          EXHIBIT INDEX

     2.1* Stock   Exchange   Agreement  by  and  among   Atlantic
          Technologies  International, Inc., Paul  Sachdeva,  and
          Robert Long.
     2.2* Stock Exchange Agreement by and among Internet Software
          Solutions, Inc., Paul Sachdeva.
     2.3* Stock  Exchange  Agreement by and among  KT  Solutions,
          Inc., Steve Burke.
     2.4  Stock  Exchange  Agreement by and among Virtual  Market
          Solutions.com, Inc.
     21.1 Subsidiaries of EnSurge, Inc.
     24.1 Powers   of  Attorney  for  Messrs.  Denney,   Hackett,
          Chipman, and Maher.


*  Previously filed and incorporated herein by reference.

/22/