-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWRXao5xN7WTA6vTWjwCkmTx8KeW4Tsxp7TQ+kqNr4Z1XrPS2d8T4NxOwQlZqwPl 2C/5UmLHSDORU80G8a2U7g== 0001144204-08-005044.txt : 20080130 0001144204-08-005044.hdr.sgml : 20080130 20080130155309 ACCESSION NUMBER: 0001144204-08-005044 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080130 GROUP MEMBERS: GEMINI STRATEGIES, LLC GROUP MEMBERS: STEVEN WINTERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Surge Global Energy, Inc. CENTRAL INDEX KEY: 0001053648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 341454529 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54189 FILM NUMBER: 08561229 BUSINESS ADDRESS: STREET 1: 12220 EL CAMINO REAL, #410 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-704-5010 MAIL ADDRESS: STREET 1: 12220 EL CAMINO REAL, #410 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: HAVANA GROUP INC DATE OF NAME CHANGE: 19980126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEMINI MASTER FUND LTD CENTRAL INDEX KEY: 0001403092 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 12220 EL CAMINO REAL STE 400 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 585 480 2828 MAIL ADDRESS: STREET 1: GEMINI STRATEGIES LLC STREET 2: 12220 EL CAMINO REAL STE 400 CITY: SAN DIEGO STATE: CA ZIP: 92130 SC 13G/A 1 v101370_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2

(AMENDMENT NO. 2)*

Surge Global Energy, Inc.

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

86880 T 10 0

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

x Rule 13d-1 (c)

o Rule 13d-1 (d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 86880 T 10 0

13G

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gemini Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER 0
EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 4,000,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 4,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9%
12	TYPE OF REPORTING PERSON* CO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 86880 T 10 0

13G

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gemini Strategies, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER 0
EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 4,000,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 4,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9%
12	TYPE OF REPORTING PERSON* OO

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 86880 T 10 0

13G

Page 4 of 6 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven Winters
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY	5	SOLE VOTING POWER 0
EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 4,000,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 4,000,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9%
12	TYPE OF REPORTING PERSON* IN

* SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 86880 T 10 0

13G

Page 5 of 6 Pages

This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (“Common Stock”) of Surge Global Energy, Inc. beneficially owned by the Reporting Persons specified herein as of January 30, 2008 and amends and supplements the Schedule 13G dated December 8, 2006 and filed by the Reporting Persons on December 11, 2006, as amended by the Schedule 13G Amendment No. 1 filed on April 26, 2007 (“Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned: 4,000,000 shares

The Reporting Persons beneficially own a total of 4,000,000 shares of Common Stock, which consists of shares of Common Stock issuable upon exercise of Warrants issued to Gemini Master Fund, Ltd. (“Warrants”).

(b)

Percent of Class: 9.9%

Based upon 36,470,337 shares of Common Stock outstanding as of November 15, 2007 plus the shares of Common Stock issuable upon exercise of the Warrants.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 4,000,000

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 4,000,000

Item 10.

Certification:

By signing below the undersigned certify that, to the best of its/his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 86880 T 10 0

13G

Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


	January 30, 2007

	GEMINI MASTER FUND, LTD.

	By:	GEMINI STRATEGIES, LLC, as investment manager

	By:	/s/ Steven Winters
		Name: Steven Winters
		Title: Managing Member


	GEMINI STRATEGIES, LLC

	By:	/s/ Steven Winters
		Name: Steven Winters
		Title: Managing Member


		/s/ Steven Winters
		Steven Winters

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