UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
DC  20549





FORM
10-K





(Mark
One)


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




For
the Fiscal Year Ended December 31, 2008




or




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





For the
Transition Period from ____________ to ____________




Commission
File Number 033-03275-D




____________





EnSurge,
Inc.


(Name
of  registrant as specified in its charter)




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





Issuer's
Telephone Number  (801) 273-9300





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





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


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





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





1




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





Indicate
by checkmark whether the registrant (1) filed all reports required to be filed
by Section 13
or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). [ ] Yes [X]
No





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





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





Large
      accelerated filer 9
            
            Accelerated
      filer   9Non-accelerated
      filer (Do not check if a smaller reporting company)  9
            
            Smaller
      reporting companyR





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





The
aggregate market value of the voting and non-voting common stock held by
non-affiliates of the registrant as of April 13, 2009 was approximately
$27,814.The registrant had issued and outstanding 111,256 shares of its common
stock on April 13, 2009.





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








2





EnSurge,
INC.


FORM
10-K


FOR
THE YEAR ENDED DECEMBER 31, 2008




PART
      IITEM
      1.
              BUSINESS
              1ITEM
      2.
              PROPERTIES
              3ITEM
      3.
              LEGAL
      PROCEEDINGS
              3ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              4PART
      IIITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS
              4ITEM
      6.
              SELECTED
      FINANCIAL DATA
              5ITEM
      7.
              MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
      OPERATIONSITEM
      7A.
                
                ITEM
      8.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              8REPORTS
      OF INDEPENDENT ACCOUNTANTS
              9STATEMENTS
      OF ASSETS, LIABILITIES AND STOCKHOLDERS’ DEFICIT – LIQUIDATION
      BASIS
              11STATEMENTS
      OF REVENUE AND EXPENSES – LIQUIDATION BASIS
              12STATEMENTS
      OF STOCKHOLDERS’ DEFICIT – LIQUIDATION BASIS
              13STATEMENTS
      OF CASH FLOWS – LIQUIDATION BASIS
              14NOTES
      TO FINANCIAL STATEMENTS
              15ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              19ITEM
      9A.
              CONTROLS
      AND PROCEDURES
              19ITEM
      9B.
              OTHER
      INFORMATION
              20PART
      IIIITEM
      10.
              DIRECTORS
      AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE WITH
      SECTION 16(a) OF THE EXCHANGE ACT
              20ITEM
      11.
              EXECUTIVE
      COMPENSATION
              21ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              21ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
              21ITEM
      14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              21ITEM
      15.
              EXHIBITS
      AND REPORTS ON FORM 8-K
              21SIGNATURES
              22EXHIBIT
      INDEX
              23Exhibit
      21.1
              SUBSIDIARIES
      OF THE REGISTRANTExhibit
      24.1
              POWER
      OF ATTORNEYExhibits
      31 and 32
              SARBANES
      OXLEY CERTIFICATION






3




PART
I





ITEM  1.
            BUSINESS




EnSurge
is a technology company.





General
Development of Business




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




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




Effective
October 7, 1999 the Company merged with ECenter, Inc, a Utah
corporation.  Subsequently, the Company changed its name to
iShopper.com, Inc. (“iShopper.com”).  As a result of the merger, the
Company had two wholly-owned subsidiaries:  Outbound Enterprises, Inc.
and iShopper Internet Services, Inc.  A total of 125,000 shares of the
Company’s common stock were issued pursuant to the merger.  Effective
November 1999, the Company refocused its efforts into becoming an Internet
holding company.  In September 2000, Outbound Enterprises discontinued
its operations.  In December 2000 iShopper Internet Services
discontinued its operations.  On January 31, 2000 it entered into a
sales agreement with Digital Commerce Bank, Inc. to purchase its
assets.  This sales agreement was finalized January of
2002.




On
November 1, 1999, the Company purchased NowSeven.com, Inc. for a total of
1,000,000 shares of the Company’s common stock.




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




On April
4, 2000, the Company purchased Uniq Studios, Inc. for 1,500,000 shares of the
Company’s common stock and options to purchase 500,000 shares of common stock at
$7.60 per share.  Effective November 2001 Uniq Studios, Inc.
discontinued its operations.





On April
7, 2000, the Company purchased Totalinet.net, Inc. for 200,000 shares of the
Company’s common stock.  Effective December 5, 2000 Totalinet.net,
Inc. discontinued its operations.





On May
31, 2000, the Company purchased Atlantic Technologies International, Inc. for
238,200 shares of the Company’s common stock.  Effective April 27,
2001 Atlantic Technologies International, Inc. discontinued its
operations.








4




On May
31, 2000, the Company purchased Internet Software Solutions, Inc. for 100,000
shares of the Company’s common stock.  Effective April 27, 2001
Internet Software Solutions, Inc. discontinued its operations.





On June
1, 2000, the Company purchased KT Solutions, Inc. for 500,000 shares of the
Company’s common stock and options to purchase 250,000 additional shares of the
Company’s common stock.  Effective April 1, 2001, the Company sold KT
Solutions Inc. to Knowledge Transfer Systems, Inc. for 8,000,000 shares of
common stock.





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





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




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




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




On
September 28, 2006, the Company entered into an agreement with Portsmith Partner
of Nevada, Inc., a related party shareholder of Ensurge, to purchase all shares
of stock of Outbound, iShopper I.S., ECenter, NowSeven, StinkyFeet, Uniq
Studios, TotalInet, ATI, ISSI, and ZaiBon (Ensurge subsidiaries).  For
the period covering  this report, the Company has no
subsidiaries.





Forward-Looking
Statements and Associated Risks




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




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




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




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






5





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





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




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




strategy
& market opportunity




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




Employees




As of
April 11, 2009, Ensurge employed a total of 1 person.  None of our
employees are associated with unions.




Environmental
Standards




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




ITEM
      2.
            PROPERTIES




The Company currently operates from the
office of the Company’s legal counsel and pays no rent or
expense.




ITEM
      3.
            LEGAL
      PROCEEDINGS




EnSurge
has stipulated to judgements, which approximate $190,000.  The debt
was recorded on the books of the Company as notes payable and there are no
further legal proceedings.





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





OneSource.com v.
Outbound Enterprises and enSurge, Inc.    In October
2000, OneSource.com brought suit in the Third Judicial District Court, Salt Lake
City, Utah, against Outbound seeking recovery for amounts owed for printing
services and related products furnished between October 1999 and January 2000 in
the amount of $76,157.  Settlement was reached in December 2000, on
terms that entitled OneSource to a judgment against Outbound and Company, as its
guarantor, if settlement installments were not made as required.  The
Company has defaulted in settlement payments and judgment against Outbound and
the Company was entered on March 30, 2001, in the amount of $85,096, including
interest costs and attorneys fees.  Effective December 31, 2007, the
Company wrote-off this debt of $85,096, due to the statute of limitations being
fulfilled.  The Company has recognized a gain of $85,096 relating to
the write-off of these liabilities.






6






Paychex, Inc. v
EnSurge, Inc. and Subsidiaries.In March 2001, Paychex filed for
arbitration with the American Arbitration Association in Syracuse, New York,
against EnSurge for employee payroll and payroll taxes paid by
Paychex.  Paychex has filed arbitration for EnSurge, Inc. for $45,145.
All arbitrations are still in process and nothing has been resolved to
date.  Effective December 31, 2007, the Company wrote-off this debt of
$45,145, due to the statute of limitations being fulfilled.  The
Company has recognized a gain of $45,145 relating to the write-off of these
liabilities.





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





None





PART
II




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




Price
Range of Common Stock




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





HIGH
              
              
              LOW2007First
      Quarter
              
              $
              0.55
              
              
              $
              0.51Second
      Quarter
              
              
              0.51
              
              
              
              0.51Third
      Quarter
              
              
              0.51
              
              
              
              0.41Fourth
      Quarter
              
              
              0.42
              
              
              
              0.252008First
      Quarter
              
              $
              0.25
              
              
              $
              0.25Second
      Quarter
              
              
              0.60
              
              
              
              0.25Third
      Quarter
              
              
              0.60
              
              
              
              0.25Fourth
      Quarter
              
              
              0.75
              
              
              
              0.25




Approximate
Number of Equity Security holders




On April
13, 2009, there were 355 stockholders 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 stockholders 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.






7





ITEM 6.
            SELECTED
      FINANCIAL DATA




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 7A,  Quantitative and Qualitive
Disclosure About Market Risk 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  Financial Statements contained herein under Item 8 of this
Report.





Year
      Ended Dec. 31, 2008
              
              
              Year
      Ended Dec. 31, 2007Revenue:
              
              $
              -
              
              
              $
              -Expenses
      (including selling, general and administrative)
              
              
              (131,058
              )
              
              
              (240,343
              )Gain
      on Forgiveness of Debt
              
              
              -
              
              
              
              868,091Net
      Income (Loss)
              
              $
              (131,058)
              
              
              $
              627,748








8





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





The
following discussion of the results of operations and numbers presented
represent operations from the parent company.  As of September 28,
2006, the Company had sold all subsidiaries.





Sales for
the twelve months ended December 31, 2008 and 2007 were respectively, $0 and
$0.  The Company had no revenue for 2008 and 2007.





General
& Administrative expenses for the twelve months ended December 31, 2008 and
2007 were, respectively, $30,460 and $21,858.  These costs were mainly
to keep operations of the parent company viable.





Interest
expense was $100,598 and $218,485 for the years ended December 31, 2008 and
2007, respectively.





During
2007 the company settled several liabilities and as of December 31, 2007
recorded a gain on forgiveness of debt for $868,091.





EnSurge
has stipulated to judgements, which approximate $190,000.  The debt
was recorded on the books of the Company as notes payable and there are no
further legal proceedings.





Liquidity
and Capital Resources




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





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





FACTORS THAT MAY AFFECT FUTURE RESULTS





We
Have No Significant Operating History.




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




We
Incurred Operating Losses for the Current Year




At
December 31, 2008, our accumulated deficit since inception was
$16,199,540.  For the twelve months ended December 31, 2008, we
incurred a net loss of $131,058.  We have financed our operations
primarily through sales of equity securities.






9






We
Have Significant Funding Needs.




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




Outlook




The
Company does not have current operations or plans for future operations and is
not looking to grow or add to any of its holdings.




Inflation




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





PART II





ITEM
      8.
            FINANCIAL
      STATEMENTS





The
following constitutes a list of Financial Statements included in Part II of this
Report beginning at page 11 of this Report:








10





ENSURGE,
INC.





INDEX
TO FINANCIAL STATEMENTS





PageReport of Independent Registered Public Accounting Firm
              12Statements of Assets, Liabilities and Stockholders’ Deficit –
      Liquidation Basis as of December 31, 2008 and 2007
              13Statements of Revenue and Expenses – Liquidation Basis for the Years Ended
      December 31, 2008 and 2007
              14Statements of Stockholders’ Deficit – Liquidation Basis for the Years
      Ended December 31, 2008 and 2007
              15Statements of Cash Flows – Liquidation Basis for the
      Years  Ended December 31, 2008 and 2007
              16Notes to  Financial Statements
              17


11




















Douglas
W. Child, CPA
 Marty D.
Van Wagoner, CPA
 J. Russ
Bradshaw, CPA
 William
R. Denney, CPA
 Roger B.
Kennard, CPA
 Russell
E. Anderson, CPA
 Scott L.
Farnes








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





Officers
and Directors


EnSurge,
Inc.





We have
audited the accompanying statements of assets, liabilities, and stockholders’
deficit – liquidation basis of EnSurge, Inc. a Nevada corporation, (the
Company)  as of December 31, 2008 and 2007, and the
related  statements of revenue and expenses – liquidation basis,
stockholders’ deficit – liquidation basis, and cash flows – liquidation basis
for the years then ended.  These  financial statements are
the responsibility of the Company’s management.  Our responsibility is
to express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America).  Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the  financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.





In our
opinion, the  financial statements referred to above present fairly,
in all material respects, the assets, liabilities and stockholders’ deficit –
liquidation basis of EnSurge, Inc. as of December 31, 2008 and 2007, their
revenues and expenses – liquidation basis and their cash flows – liquidation
basis for the years then ended,  in conformity with accounting
principles generally accepted in the United States of America applied on the
liquidation basis as described in Note 1.







/s/
Child, Van Wagoner & Bradshaw, PLLC


Child,
Van Wagoner & Bradshaw, PLLC


Certified
Public Accountants


Salt Lake
City, Utah




April 14,
2009








1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 
 Suite A,
5/F
 Max Share
Centre
 373
King’s Road
 North
Point, Hong Kong
 Telephone
852.21.555.333
 Facsimile
852.21.165.222
 
 
 www.cpaone.net






12





ENSURGE,
INC.


STATEMENTS
OF ASSETS, LIABILITIES AND STOCKHOLDERS’


DEFICIT
– LIQUIDATION BASIS AS OF DECEMBER 31, 2008 AND 2007








2008
              
              
              2007ASSETSCurrent
      AssetsCash
              
              $
              0
              
              
              $
              2,720Total
      Current Assets
              
              
              0
              
              
              
              2,720Total Assets
              
              $
              0
              
              
              $
              2,720LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent LiabilitiesTrade accounts payable
              
              $
              22,192
              
              
              $
              9,002Accrued liabilities
              
              
              791,629
              
              
              
              691,031Notes
      payable
              
              
              1,126,599
              
              
              
              1,112,049Total Current Liabilities
              
              
              1,940,020
              
              
              
              1,812,082Stockholders' DeficitCommon stock - $0.001 par value; 100,000,000 shares authorized; 111,256
      and 111,256 shares outstanding, respectively
              
              
              111
              
              
              
              111Additional paid-in-capital
              
              
              14,259,009
              
              
              
              14,259,009Accumulated deficit
              
              
              (16,199,540
              )
              
              
              (16,068,482
              )Total Stockholders' Deficit
              
              
              (1,940,420
              )
              
              
              (1,809,362
              )Total Liabilities and Stockholders' Deficit
              
              $
              0
              
              
              $
              2,720

















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











13




ENSURGE,
INC.


STATEMENTS
OF REVENUE AND EXPENSES – LIQUIDATION BASIS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007








2008
            
            
            2007Sales
            
            $
            -
            
            
            $
            -ExpensesGeneral and administrative
            
            
            30,460
            
            
            
            21,858Interest expense
            
            
            100,598
            
            
            
            218,485Total Expenses
            
            
            131,058
            
            
            
            240,343Operating Loss
            
            $
            (131,058
            )
            
            $
            (240,343
            )Gain on Forgiveness of Debt
            
            $
            -
            
            
            $
            868,091Net Gain (Loss)
            
            $
            (131,058)
            
            
            $
            627,748Basic and Diluted Net Gain (Loss) Per Common Share
            
            $
            (1.185)
            
            
            $
            5.64Basic and Diluted Weighted Average Common Shares
    Outstanding
            
            
            111,256
            
            
            
            111,256














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












14






ENSURGE,
INC.


STATEMENTS
OF STOCKHOLDERS’ DEFICIT – LIQUIDATION BASIS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007











Common
      Stock
              
              
              Additional
                Paid-in
              
              
              Accumulated
              
              
              Total
                Stockholders’Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              Deficit)Balance - December 31, 2006
              
              
              111,256
              
              
              $
              111
              
              
              $
              14,160,009
              
              
              $
              (16,696,230
              )
              
              $
              (2,536,110
              )Finance charge for convertible debt
              
              
              –
              
              
              
              –
              
              
              
              99,000
              
              
              
              –
              
              
              
              99,000Net gain
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              627,748
              
              
              
              627,748Balance - December 31, 2007
              
              
              111,256
              
              
              $
              111
              
              
              $
              14,259,009
              
              
              $
              (16,068,482
              )
              
              $
              (1,809,362
              )Net (Loss)
              
              
              
              
              
              
              
              
              
              
              –
              
              
              
              (131,058)
              
              
              
              (131,058)Balance
      - December 31, 2008
              
              
              111,256
              
              
              $
              111
              
              
              $
              14,259,009
              
              
              $
              (16,199,540
              )
              
              $
              (1,940,420
              )























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










15






ENSURGE,
INC.


STATEMENTS
OF CASH FLOWS – LIQUIDATION BASIS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007





2008
              
              
              2007Cash Flows From Operating ActivitiesNet gain (loss)
              
              $
              (131,058)
              
              
              $
              627,748Adjustments to reconcile net gain to net cash used in operating
      activities:Forgiveness of debt
              
              
              -
              
              
              
              (868,091
              )Beneficial conversion feature of notes payable
              
              
              -
              
              
              
              99,000Changes in operating assets and liabilities:Increase in trade accounts payable
              
              
              13,190
              
              
              
              5,945Increase in accrued liabilities
              
              
              100,598
              
              
              
              119,485Net Cash Used in Operating Activities
              
              
              (17,270
              )
              
              
              (15,913
              )Cash Flows From Financing ActivitiesProceeds from notes payable
              
              
              14,550
              
              
              
              16,000Payment of notes payable
              
              
              -
              
              
              
              -Net Cash Provided by Financing Activities
              
              
              14,550
              
              
              
              16,000Net Increase (decrease) in Cash
              
              
              (2,720)
              
              
              
              87Cash at Beginning of Period
              
              
              2,720
              
              
              
              2,633Cash at End of Period
              
              $
              -
              
              
              $
              2,720Non-Cash Investing and Financing Activities:
















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












16






NOTE
1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization and
Liquidation – On October 16, 2000, iShopper.com, Inc. changed its name to
EnSurge, Inc. EnSurge, Inc. is referred to herein as the Company.  On
January 1, 2002, the Company began liquidation of its assets; accordingly, the
accompanying financial statements are presented on a liquidation basis of
accounting.





Principles of
Consolidation – The accompanying  financial statements include
the accounts of Enurge, Inc.





On
September 28, 2006, the Company entered into an agreement with Portsmith Partner
of Nevada, Inc., a related party stockholder of Ensurge, to purchase all shares
of stock of Outbound, iShopper I.S., ECenter, NowSeven, StinkyFeet, Uniq
Studios, TotalInet, ATI, ISSI, and ZaiBon (Ensurge subsidiaries).  As
a result, the accompanying financial statements would not be considered
consolidated at December 31, 2007, or at December 31, 2008, or the period from
September 28, 2006 through December 31, 2008.





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





Business
Condition – The Company has suffered losses from operations, has had
negative cash flows from operating activities for all periods since inception
and has a working capital deficiency of $1,940,420 at December 31, 2008. The
Company has no means available nor does management have any plans to obtain
financing to satisfy the Company’s current liabilities of $1,940,420 at December
31, 2008 or to satisfy any of the Company’s contingent
liabilities.  The Company has defaulted on several
liabilities.





Stock-Based
Compensation – Effective January 1, 2006, the Company adopted SFAS
No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R)
requiring that compensation cost relating to share-based payment awards made to
employees and directors be recognized in the financial statements. The awards
issued under Company's stock-based compensation plans are described in
Note 3, “Stock Options". No options were granted during the year ended
December 31, 2007.  Therefore, there were no effects of stock-based
compensation resulting from the application of SFAS No. 123(R) included in
Consolidated Statements of Revenue and Expenses. The cost for future awards will
be measured at the grant date based on the calculated fair value of the award.
The value of the portion of the award that is ultimately expected to vest is
recognized as expense over the requisite service periods (generally the vesting
period of the equity award) in the Company's Consolidated Statements of Revenue
and Expenses.





Prior to
January 1, 2006, the Company accounted for its stock options issued to
directors, officers and employees under Accounting Principles Board Opinion No.
25 and related interpretations (“APB 25"). Under APB 25, compensation expense is
recognized if an option’s exercise price on the measurement date is below the
fair value of the Company’s common stock. The Company also accounted for options
and warrants issued to non-employees in accordance with SFAS No. 123, Accounting for Stock-Based
Compensation” (SFAS 123) which required these options and warrants to be
accounted for at their fair value. No options were granted during the year ended
December 31, 2008, and all options had vested prior to January 1, 2006, thus pro
forma financial information has not been presented.








17





Basic and Diluted
Gain Per Share – Basic gain per common share is computed by dividing net
loss by the weighted-average number of common shares outstanding during the
period. Diluted loss per share is calculated to give effect to potentially
issuable common shares which include stock options and stock warrants except
during loss periods when those potentially issuable common shares would decrease
loss per share. At December 31, 2008, the Company had no potentially issuable
common shares.





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





Recently Enacted
Accounting Standards – In September 2006, the Securities Exchange
Commission issued Staff Accounting Bulletin No. 108
(“SAB No. 108”). SAB No. 108 addresses how the effects of
prior year uncorrected misstatements should be considered when quantifying
misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. When the effect of initial adoption is material, companies
will record the effect as a cumulative effect adjustment to beginning of year
retained earnings and disclose the nature and amount of each individual error
being corrected in the cumulative adjustment. SAB No. 108 was
effective beginning January 1, 2007 and it is anticipated that the initial
adoption of SAB No. 108 will not have a material impact on the
Company’s financial statements.





In June
2006, the FASB issued FASB Interpretation No. 48 (“FIN-48”), “Accounting
for Uncertainty in Income Taxes - an Interpretation of FASB Statement
No. 109.” The interpretation clarifies the accounting for uncertainty in
income taxes recognized in an entity's financial statements in accordance with
SFAS No. 109, “Accounting for Income Taxes.” Specifically, FIN-48
prescribes a recognition threshold and a measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken. The provisions of FIN-48 are effective for financial statements for
fiscal years beginning after December 15, 2006. Accordingly, the Company adopted
FIN-48 on January 1, 2007. The adoption of FIN-48 is not expected to have a
material effect on the Company’s financial position or results of
operations.





NOTE
2 – NOTES PAYABLE





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






18





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





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





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





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





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





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





A summary
of notes payable at December 31, 2008 and 2007 is as follows:





2008
              
              
              20078% Notes payable, due on demand, unsecured
              
              $
              949,950
              
              
              $
              949,95010% Note payable, due on demand, unsecured
              
              
              16,250
              
              
              
              8,00015% Note payable, due on demand, unsecured
              
              
              160,399
              
              
              
              154,099Non-interest bearing obligations incurred in connection with acquisition
      of businesses, due on demand, unsecured
              
              
              -
              
              
              
              -Total Notes Payable
              
              $
              1,126,599
              
              
              $
              1,112,049








19





NOTE
3 – STOCK OPTIONS





A summary
of stock option activity for the years ending December 31, 2008 and 2007 is as
follows:





Options
              
              
              Exercise
                Price
              
              
              Weighted
                Average
                Exercise
                PriceBalance, December 31, 2005
              
              
              2,675,000
              
              
              
              0.03
              
              
              
              0.03Expired
              
              
              (2,675,000
              )
              
              
              0.03
              
              
              
              0.03Balance, December 31, 2006
              
              
              -Exercisable, December 31, 2006
              
              
              -Balance, December 31, 2007
              
              
              -Exercisable, December 31, 2007
              
              
              -Balance, December 31, 2008
              
              
              -Exercisable,
      December 31, 2008
              
              
              -





NOTE
4 – PROVISION FOR INCOME TAXES





The
Company has operating loss carry forwards of approximately $6,603,000 at
December 31, 2008. The operating loss carry forwards expire from 2019 through
2028. Substantially all of the operating loss carry forwards are limited in the
availability for use by the Company. The net deferred tax asset consisted of the
following at December 31, 2008 and 2007:





2008
              
              
              2007Deferred Tax AssetsOperating loss carry forwards
              
              $
              2,331,000
              
              
              $
              2,200,000Depreciation
              
              
              3,411
              
              
              
              3,411Total Deferred Tax Assets
              
              
              2,334,411
              
              
              
              2,203,241Valuation Allowance
              
              
              (2,334,411
              )
              
              
              (2,203,241
              )Net Deferred Tax Asset
              
              $
              –
              
              
              $
              –





During
2008 and 2007, the valuation allowance increased and decreased by $131,170 and
$424,914, respectively, principally due to the utilization of operating
losses.





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






20





2008
              
              
              2007Income tax (benefit) at statutory rate (34%)
              
              $
              (44,500)
              
              
              $
              213,434Benefit of operating loss carry-forwards
              
              
              51,000
              
              
              
              (247,000
              )Other change in valuation allowance
              
              
              0
              
              
              
              9,566State tax (benefit), net of federal tax effect
              
              
              (6,500
              )
              
              
              24,000Net
      Benefit (Expense) From Income Taxes
              
              $
              –
              
              
              $
              –





NOTE
5 – COMMITMENTS AND CONTINGENCIES





OneSource.com v.
Outbound Enterprises and enSurge, Inc. –In October 2000, OneSource.com
brought suit against Outbound seeking recovery for amounts owed for printing
services and related products furnished between October 1999 and January 2000 in
the amount of $76,157.  Settlement was reached in December 2000, on
terms that entitled OneSource to judgment against Outbound and Company, as its
guarantor, if settlement installments were not made as required. The Company has
defaulted in settlement payments and judgment against Outbound and the Company
was entered on March 30, 2001, in the amount of $85,096, including interest
costs and attorneys fees. Effective December 31, 2007, the company wrote-off
this debt of $85,096, due to the statute of limitations being
fulfilled.  In 2007, the Company recognized a gain of $85,096 relating
to the write-off of these liabilities.





Paychex, Inc. v
enSurge, Inc. and Subsidiaries. – In March 2001, Paychex filed for
arbitration with the American Arbitration Association in Syracuse, New York,
against enSurge and its subsidiaries for employee payroll and payroll taxes paid
by Paychex. Paychex has filed arbitration separately for the Company in the
amount of $45,145. Effective December 31, 2007, the company wrote-off this debt
of $45,145, due to the statute of limitations being fulfilled.  In
2007, the Company recognized a gain of $45,145 relating to the write-off of
these liabilities.





EnSurge
has stipulated to judgements, which approximate $190,000.  The debt
was recorded on the books of the Company as notes payable and there are no
further legal proceedings





NOTE
6 – OTHER SIGNIFICANT ITEMS





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





NOTE
7 – SUBSEQUENT EVENTS





None







21





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





As of
February 29, 2008, the Company changed auditors from Hansen, Barnett &
Maxwell to Child, Van Wagoner, & Bradshaw.  There have been no
disagreements.





ITEM
      9A.
            CONTROLS
      AND PROCEDURES




(a)        Evaluation
of Disclosure Controls and Procedures.  The Company’s chief executive
officer and chief financial officer, after evaluating the effectiveness of the
Company’s “disclosure controls and procedures” (as defined in the Securities
Exchange Act of 1934, Rules 13a-14(c) and 15-d-14(c)) as of a date (the
“Evaluation Date”) within 90 days before the filing date of this quarterly
report, have concluded that, as of the Evaluation Date, the Company’s disclosure
controls and procedures were adequate and designed to ensure that material
information relating to the Company and its subsidiaries would be made known to
them by others within those entities.





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




Management’s
Annual Report on Internal Control Over Financial Reporting




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




Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as set forth in Internal Control - Integrated
Framework. Based on our evaluation under the framework in Internal Control -
Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2008.




This
annual report does not include an audit or attestation report of our registered
public accounting firm regarding our internal control over financial reporting.
Our management’s report was not subject to audit or attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual
report.




ITEM
      9B.
            OTHER
      INFORMATION





None









22




PART
III




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




The
following sets forth certain information regarding our executive officers as of
April 13, 2009:




Name
            
            Age
            
            PositionJeff
      A. Hanks
            
            43
            
            President
      and Chief Financial Officer





Jeff A.
Hanks, President and CFO:  Mr. Hanks is President and Chief Financial
Officer for the Company.  Mr. Hanks is not a director of any other
public company at this time.





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





Compliance
with Section 16(a) Beneficial Ownership Reporting.





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




ITEM
      11.
            EXECUTIVE
      COMPENSATION




Jeff A.
Hanks served as CEO of the Company during the last completed fiscal year and
received no compensation during that time period.  No other officer of
the company was compensated in excess of $100,000.  Mr. Hanks is the
only employee of the Company and has reached an agreement on accrued wages of
$50,000, and any other accrued wages have been forgiven.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT




None





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS




None






23





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




(a) Audit Fees:the aggregate
audit and review fees billed for fiscal years ending 2008 and 2007 were
respectively, $12,400 and $11,160.  These fees were for professional
services rendered by Child, Van Wagoner & Bradshaw, PLLC CPA firm for the
audit of the Ensurge’s annual financial statements and review of financial
statements.





(b) Tax Fees:the aggregate
tax fees billed for fiscal years ending 2008 and 2007 were respectively, $700
and $815.  These fees were for professional services rendered by
Child, Van Wagoner & Bradshaw, PLLC and Hansen, Barnett, & Maxwell CPA
firm, which were for the completion of Ensurge’s year end tax
return.




ITEM
      15.
            EXHIBITS
      AND REPORTS ON FORM 8-K




(a)
Exhibits.




24.1*
            Powers
      of Attorney for
Messrs.  Hanks.




(b).
            Reports on Form
  8-K:


None





SIGNATURES




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




EnSurge,
      Inc.April
      14, 2009
            By:
            /s/
      JEFF A. HANKSJEFF
      A. HANKS, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, SECRETARY,
      DIRECTOR








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




/s/
      JEFF A. HANKS
            
            President,
      Chief Executive Officer, andJEFF
      A. HANKS
            
            Chief
      Financial Officer, and Director











24






EXHIBIT
INDEX





24.1
            Powers
      of Attorney for Messrs. Hanks.




31
            Certification
      pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




32
            Certification
      pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002











*  Previously
filed and incorporated herein by reference.