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, 2007











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





For the
Transition Period from ____________ to ____________




Commission
File Number 033-03275-D






____________







EnSurge,
Inc.


(Name of
small business issuer in its charter)




Nevada
              (State
      or other jurisdiction of
              incorporation
      or organization)
            87-0431533
              (I.R.S.
      Employer
              Identification
      No.)2089
      Fort Union Blvd
              SLC,
      UT
              (Address
      of Principal Executive Offices)
            84121
              (Zip
      Code)





Issuer's
Telephone Number  (801) 673-2953





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





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




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






Check if
there is no disclosure of delinquent filers in response to Item 405 of Regulation
S-B  contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]




The
registrant’s revenues for its most recent fiscal year were $0.




The
aggregate market value of the voting and non-voting common stock held by
non-affiliates of the registrant as of April 11, 2008 was approximately
$2,527,814.The registrant had issued and outstanding 111,256 shares of its
common stock on April 11, 2008.













EnSurge,
INC.




FORM
10-KSB




FOR
THE YEAR ENDED DECEMBER 31, 2007




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.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
            5ITEM
      7.
            FINANCIAL
      STATEMENTS
            8REPORTS
      OF INDEPENDENT ACCOUNTANTS
            9CONSOLIDATED
      STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS’ DEFICIT – LIQUIDATION
      BASIS
            11CONSOLIDATED
      STATEMENTS OF REVENUE AND EXPENSES – LIQUIDATION BASIS
            12CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT – LIQUIDATION BASIS
            13CONSOLIDATED
      STATEMENTS OF CASH FLOWS – LIQUIDATION BASIS
            14NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
            15ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            19ITEM
      8A.
            CONTROLS
      AND PROCEDURES
            19ITEM
      8B.
            OTHER
      INFORMATION
            20PART
      IIIITEM
      9.
            DIRECTORS
      AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE WITH
      SECTION 16(a) OF THE EXCHANGE ACT
            20ITEM
      10.
            EXECUTIVE
      COMPENSATION
            21ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            21ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            21ITEM
      13.
            EXHIBITS
      AND REPORTS ON FORM 8-K
            21ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            21SIGNATURES
            22EXHIBIT
      INDEX
            23SUBSIDIARIES
      OF THE REGISTRANT
            Exhibit
      21.1POWER
      OF ATTORNEY
            Exhibit
      24.1SARBANES
      OXLEY CERTIFICATION
            Exhibits
      31 and 32
















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.








1





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





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





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





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




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




Effective
May 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).










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







2





·
            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, 2008, Ensurge employed a total of 1 person.  None of our
employees are associated with unions.




Environmental
Standards




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






ITEM
      2.
            PROPERTIES




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






ITEM
      3.
            LEGAL
      PROCEEDINGS




EnSurge
has several outstanding law suits, which approximate
$190,000.  Settlement arrangements are in the process, however due to
lack of cash, any arrangements are uncertain.





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.




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.











3





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





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





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





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





None







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
            
            
            LOW2006First
      Quarter
            
            $
            9.09
            
            
            $
            4.55Second
      Quarter
            
            
            9.09
            
            
            
            0.25Third
      Quarter
            
            
            3.50
            
            
            
            0.36Fourth
      Quarter
            
            
            1.13
            
            
            
            0.512007First
      Quarter
            
            $
            0.55
            
            
            $
            0.51Second
      Quarter
            
            
            0.51
            
            
            
            0.51Third
      Quarter
            
            
            0.51
            
            
            
            0.41Fourth
      Quarter
            
            
            0.42
            
            
            
            0.25












4




Approximate
Number of Equity Security holders




On April
11, 2008, there were 354 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.







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.







5





Year
      Ended Dec. 31, 2007
            
            
            Year
      Ended Dec. 31, 2006Revenue:
            
            $
            -
            
            
            $
            -Expenses
      (including selling, general and administrative)
            
            
            (240,343
            )
            
            
            (162,568
            )Gain
      on Forgiveness of Debt
            
            
            868,091
            
            
            
            1,605,513Net
      Income
            
            $
            627,748
            
            
            $
            1,442,945





The following discussion of the results
of operations and numbers presented represent operations from the parent
company.





Sales for the twelve months ended
December 31, 2007 and 2006 were respectively, $0 and $0.  The Company
had no revenue for 2007 and 2006.





General & Administrative expenses
for the twelve months ended December 31, 2007 and 2006 were, respectively,
$21,858 and $46,767.  These costs were mainly to keep operations of
the parent company viable.





Interest expense was $218,485 and
$115,801 for the years ended December 31, 2007 and 2006,
respectively.





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





As of
September 28, 2006, the Company has sold all subsidiaries.





EnSurge has several outstanding law
suits, which approximate $190,000.  Settlement arrangements are in the
process, however due to lack of cash, any arrangements are
uncertain.




Liquidity
and Capital Resources




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




FACTORS THAT MAY AFFECT FUTURE RESULTS







We
Have No Significant Operating History.







6





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, 2007, our accumulated deficit since inception was
$16,068,482.  For the twelve months ended December 31, 2007, we
incurred a net gain of $627,748.  The Company has incurred a net loss
in each year previous to the last two years, which had gains due to gain on
forgiveness of debt  We have financed our operations primarily through
sales of equity securities.





We
Have Significant Funding Needs.




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







Outlook




The Company does not have current
operations or plans for future operations 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.


























7





PART II





ITEM
      7.
            FINANCIAL
      STATEMENTS





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







ENSURGE,
INC.





INDEX
TO FINANCIAL STATEMENTS





PageReports
      of Independent Registered Public Accounting Firm
            9Consolidated
      Statements of Assets, Liabilities and Stockholders’ Deficit – Liquidation
      Basis as of December 31, 2007 and 2006
            11Consolidated
      Statements of Revenue and Expenses – Liquidation Basis for the Years Ended
      December 31, 2007 and 2006
            12Consolidated
      Statements of Stockholders’ Deficit – Liquidation Basis for the Years
      Ended December 31, 2006 and 2007
            13Consolidated
      Statements of Cash Flows – Liquidation Basis for the
      Years  Ended December 31, 2007 and 2006
            14Notes
      to Consolidated Financial Statements
            15



































8









REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Officers
and Directors
 EnSurge,
Inc.
 
 We have
audited the accompanying consolidated statement of assets, liabilities, and
stockholders’ deficit – liquidation basis of EnSurge, Inc. a Nevada corporation,
(the Company)  as of December 31, 2007, and the related consolidated
statements of revenue and expenses – liquidation basis, stockholders’ deficit –
liquidation basis, and cash flows – liquidation basis 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 the standards of the Public Company
Accounting Oversight Board (United States of America).  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. 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 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 assets, liabilities and stockholders’ deficit –
liquidation basis of EnSurge, Inc. as of December 31, 2007, their revenues and
expenses – liquidation basis and their cash flows – liquidation basis for the
year 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,
2008





9





HANSEN, BARNETT& MAXWELL,
      P.C.A
      Professional CorporationCERTIFIED
      PUBLIC ACCOUNTANTS
            
            Registered
      with the Public CompanyAccounting
      Oversight Board5
      Triad Center, Suite 750Salt
      Lake City, UT 84180-1128Phone:
      (801) 532-2200
              Fax:
      (801) 532-7944www.hbmcpas.com










REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and the Shareholders


EnSurge,
Inc.





We have
audited the accompanying consolidated statement of assets, liabilities, and
stockholders’ deficit—liquidation basis of EnSurge, Inc., a Nevada corporation,
(the Company) as of December 31, 2006, and the related consolidated statements
of revenue and expenses—liquidation basis, stockholders’ deficit—liquidation
basis, and cash flows—liquidation basis 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 the standards of the Public Company
Accounting Oversight Board (U.S). 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 assets, liabilities, and stockholders’
deficit—liquidation basis of EnSurge, Inc. as of December 31, 2006, their
revenues and expenses—liquidation basis and their cash flows—liquidation basis
for the year then ended, in conformity with accounting principles generally
accepted in the United States of America applied on the liquidation basis as
described in Note 1.








HANSEN,
      BARNETT & MAXWELL, P.C.


Salt Lake
City, Utah


April 2,
2007








10





ENSURGE,
INC.


CONSOLIDATED
STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDERS’


DEFICIT
– LIQUIDATION BASIS AS OF DECEMBER 31, 2007 AND 2006








2007
            
            
            2006ASSETSCurrent
      AssetsCash
            
            $
            2,720
            
            
            $
            2,633Total
      Current Assets
            
            
            2,720
            
            
            
            2,633Total
      Assets
            
            $
            2,720
            
            
            $
            2,633LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesTrade
      accounts payable
            
            $
            9,002
            
            
            $
            133,298Accrued
      liabilities
            
            
            691,031
            
            
            
            1,056,042Notes
      payable
            
            
            1,112,049
            
            
            
            1,349,403Total
      Current Liabilities
            
            
            1,812,082
            
            
            
            2,538,743Stockholders'
      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
            
            
            
            14,160,009Accumulated
      deficit
            
            
            (16,068,482
            )
            
            
            (16,696,230
            )Total
      Stockholders' Deficit
            
            
            (1,809,362
            )
            
            
            (2,536,110
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            2,720
            
            
            $
            2,633












































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





11





ENSURGE,
INC.


CONSOLIDATED
STATEMENTS OF REVENUE AND EXPENSES – LIQUIDATION BASIS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006








2007
            
            
            2006Sales
            
            $
            -
            
            
            $
            -ExpensesGeneral
      and administrative
            
            
            21,858
            
            
            
            46,767Interest
      expense
            
            
            218,485
            
            
            
            115,801Total
      Expenses
            
            
            240,343
            
            
            
            162,568Operating
      Loss
            
            $
            (240,343
            )
            
            $
            (162,568
            )Gain
      on Forgiveness of Debt
            
            $
            868,091
            
            
            $
            1,605,513Net
      Gain
            
            $
            627,748
            
            
            $
            1,442,945Basic
      and Diluted Net Gain Per Common Share
            
            $
            5.64
            
            
            $
            13.25Basic
      and Diluted Weighted Average Common Shares Outstanding
            
            
            111,256
            
            
            
            108,927





























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





12





ENSURGE,
INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT – LIQUIDATION BASIS


FOR
THE YEARS ENDED DECEMBER 31, 2006 AND 2007











Common Stock
            
            
            Additional
              Paid-in
            
            
            Accumulated
            
            
            Total
              Stockholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            DeficitBalance
      - December 31, 2005
            
            
            106,256
            
            
            
            106
            
            
            
            16,280,169
            
            
            
            (22,873,710
            )
            
            
            (6,593,435
            )Issuance
      of stock for the assumption of subsidiary liabilities
            
            
            5,000
            
            
            
            5
            
            
            
            2,614,375
            
            
            
            –
            
            
            
            2,614,380Effect
      of the sale of subsidiaries
            
            
            –
            
            
            
            –
            
            
            
            (4,734,535
            )
            
            
            4,734,535
            
            
            
            –Net
      gain
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            1,442,945
            
            
            
            1,442,945Balance
      - 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
            )












































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





13





ENSURGE,
INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS – LIQUIDATION BASIS


FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006





2007
            
            
            2006Cash
      Flows From Operating ActivitiesNet
      gain
            
            $
            627,748
            
            
            $
            1,442,945Adjustments
      to reconcile net gain to net cash used in operating
      activities:Forgiveness
      of debt
            
            
            (868,091
            )
            
            
            (1,605,513
            )Beneficial
      conversion feature of notes payable
            
            
            99,000
            
            
            
            -Changes
      in operating assets and liabilities:Increase
      in trade accounts payable
            
            
            5,945
            
            
            
            -Increase
      in accrued liabilities
            
            
            119,485
            
            
            
            151,801Net
      Cash Used in Operating Activities
            
            
            (15,913
            )
            
            
            (10,767
            )Cash
      Flows From Financing ActivitiesProceeds
      from notes payable
            
            
            16,000
            
            
            
            72,362Payment
      of notes payable
            
            
            -
            
            
            
            (59,362
            )Net
      Cash Provided by Financing Activities
            
            
            16,000
            
            
            
            13,000Net
      Increase in Cash
            
            
            87
            
            
            
            2,233Cash
      at Beginning of Period
            
            
            2,633
            
            
            
            400Cash
      at End of Period
            
            $
            2,720
            
            
            $
            2,633Non-Cash
      Investing and Financing Activities:Common
      stock issued for assumption of subsidiary liabilities
            
            $
            -
            
            
            $
            2,614,380Elimination
      of subsidiary accumulated deficit against additional paid in
      capital
            
            $
            -
            
            
            $
            4,734,535





























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





14





NOTE
1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





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





Principles of
Consolidation – The accompanying consolidated financial statements
include the accounts of Enurge, Inc. and its subsidiaries, prior to their sale
on September 28, 2006.  All significant intercompany transactions and
balances have been eliminated in consolidation.





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





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 $1,809,362 at December 31, 2007. The
Company has no means available nor does management have any plans to obtain
financing to satisfy the Company’s current liabilities of $1,812,082 at December
31, 2007 or to satisfy any of the Company’s contingent
liabilities.  The Company has defaulted on several liabilities and is
a defendant in several resulting lawsuits.





Stock-Based
Compensation – Effective January 1, 2006, the Company adopted SFAS
No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R)
requiring that compensation cost relating to share-based payment awards made to
employees and directors be recognized in the financial statements. The awards
issued under Company's stock-based compensation plans are described in
Note 3, “Stock Options". No options were granted during the year ended
December 31, 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, 2007 and all options had vested prior to January 1, 2006, thus pro
forma financial information has not been presented.








15





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, 2007, 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.





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.








16





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.





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





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





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





A summary
of notes payable at December 31, 2007 and 2006 is as follows:





2007
            
            
            20068%
      Notes payable, due on demand, unsecured
            
            $
            949,950
            
            
            $
            1,198,95010%
      Note payable, due on demand, unsecured
            
            
            8,000
            
            
            
            -15%
      Note payable, due on demand, unsecured
            
            
            154,099
            
            
            
            146,099Non-interest
      bearing obligations incurred in connection with acquisition of businesses,
      due on demand, unsecured
            
            
            -
            
            
            
            4,354Total
      Notes Payable
            
            $
            1,112,049
            
            
            $
            1,349,403








NOTE
3 – STOCK OPTIONS





A summary
of stock option activity for the years ending December 31, 2007 and 2006 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
            
            
            -








17





NOTE
4 – PROVISION FOR INCOME TAXES





The
Company has operating loss carry forwards of approximately $6,473,000 at
December 31, 2007. The operating loss carry forwards expire from 2019 through
2026. Substantially all of the operating loss carry forwards are limited in the
availability for use by the Company. The net deferred tax asset consisted of the
following at December 31, 2007 and 2006:





2007
            
            
            2006Deferred
      Tax AssetsOperating
      loss carry forwards
            
            $
            2,200,000
            
            
            $
            2,624,744Depreciation
            
            
            3,411
            
            
            
            3,411Total
      Deferred Tax Assets
            
            
            2,203,241
            
            
            
            2,628,155Valuation
      Allowance
            
            
            (2,203,241
            )
            
            
            (2,628,155
            )Net
      Deferred Tax Asset
            
            $
            –
            
            
            $
            –





During
2007 and 2006, the valuation allowance decreased by $424,744 and $538,219,
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:





2007
            
            
            2006Income
      tax (benefit) at statutory rate (34%)
            
            $
            213,434
            
            
            $
            490,600Benefit
      of operating loss carry-forwards
            
            
            (247,000
            )
            
            
            (562,204
            )Other
      change in valuation allowance
            
            
            9,566
            
            
            
            23,986State
      tax (benefit), net of federal tax effect
            
            
            24,000
            
            
            
            47,618Net
      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.  The Company has recognized a gain of $85,096 relating to
the write-off of these liabilities.











18





Paychex, Inc. v
enSurge, Inc. and Subsidiaries. – In March 2001, Paychex filed for
arbitration with the American Arbitration Association in Syracuse, New York,
against enSurge and its subsidiaries for employee payroll and payroll taxes paid
by Paychex. Paychex has filed arbitration separately for the Company in the
amount of $45,145. 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.





A-Business
Funding Group v Ensurge, Inc.In November 2003, A-Business
Funding Group filed suit in the Circuit Court of Salt Lake County, Utah, against
Ensurge, Inc. seeking recovery of balances owed in the amount of $50,000. This
liability is recorded at December 31, 2007 as part of notes
payable.





Global Funding v
Ensurge, Inc.In November 2003, Global Funding filed suit in
the Circuit Court of Salt Lake County, Utah, against the Company seeking
recovery of balances owed in the amount of $100,000. This liability is recorded
at December 31, 2007 as part of notes payable.





REA, LLC v
Ensurge, Inc.In November 2003, REA, LLC filed suit in the
Circuit Court of Salt Lake County, Utah, against the Company seeking recovery of
balances owed in the amount of $40,000. This liability is recorded at December
31, 2007 as part of notes payable.





NOTE
6 – OTHER SIGNIFICANT ITEMS





Common Stock
Split - Effective May 8, 2006 the Company approved a 1 for 3,000 reverse
split in its common stock.  The Company 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








ITEM
      8.
            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.









ITEM
      8A.
            CONTROLS
      AND PROCEDURES




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








19





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






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, 2007.




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
      8B.
            OTHER
      INFORMATION





None








PART
III




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







The
following sets forth certain information regarding our executive officers as of
April 14, 2006:




Name
            
            Age
            
            PositionJeff
      A. Hanks
            
            42
            
            President
      and Chief Financial Officer











20





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





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




ITEM
      10.
            EXECUTIVE
      COMPENSATION




Jeff A.
Hanks served as CEO of EnSurge, Inc. during the last completed fiscal year and
was not compensated during that time period.  No other officer of the
company was compensated in excess of $100,000.  Jeff 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
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT




None





ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS




None





ITEM
      13.
            EXHIBITS
      AND REPORTS ON FORM 8-K




(a) Exhibits.




21.1
            Subsidiaries
      of EnSurge, Inc.




24.1
            Powers
      of Attorney for
Messrs.  Hanks.




(b).
            Reports on Form
      8-K:







ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES




(a) Audit Fees:the aggregate
audit and review fees billed for fiscal years ending 2007 and 2006 were
respectively, $11,160 and $8,150.  These fees were for professional
services rendered by Hansen, Barnett, & Maxwell CPA firm for the audit of
the Ensurge’s annual financial statements and review of financial statements.





(b) Tax Fees:the aggregate
tax fees billed for fiscal years ending 2007 and 2006 were respectively, $815
and $750.  These fees were for professional services rendered by
Hansen, Barnett, & Maxwell CPA firm, which were for the completion of
Ensurge’s year end tax return.







21





SIGNATURES




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




EnSurge,
      Inc.April
      16, 2008
            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


















































22





EXHIBIT
INDEX





21.1
            Subsidiaries
      of EnSurge, Inc.




24.1
            Powers
      of Attorney for Messrs. Hanks.




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




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











*  Previously
filed and incorporated herein by reference.

































































23