10-Q

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2008

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

Commission File Number: 033-03275-D

EnSurge, Inc.

(Exact name of registrant as specified in its charter)

Nevada	87-0431533
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4766 S. Holladay Blvd.

Holladay, UT 84117

(Address of principal executive offices)

(801) 273-9300

(Issuer's telephone number)

2089 E. Fort Union  Blvd., Salt Lake City, Utah 84121

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or such shorter period that the Registrant was required to file such report(s)), and (2) has been subject to such filing requirements for the past 90 days. YesQNo£

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer £ Accelerated filer £ Non-accelerated filer £ Smaller reporting company T

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Q  No £

There were 511,256 shares of common stock, $0.001 par value, issued and outstanding as of November 17, 2008.

1

EnSurge, Inc.

FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2008

TABLE OF CONTENTS

			Page
PART I  -- FINANCIAL INFORMATION
Item 1.  Financial Statements
	Condensed Statements of Assets, Liabilities and Stockholders' Deficit --
		Liquidation Basis (Unaudited) as of September 30, 2008 and December 31, 2007	3
	Condensed Statements of Revenue and Expenses -- Liquidation Basis
		(Unaudited) for the Three and Nine Months Ended September 30, 2008 and 2007	4
	Condensed Statements of Cash Flows -- Liquidation Basis (Unaudited)
		for the Nine Months Ended September 30, 2008 and 2007	5
	Notes to Condensed Financial Statements (Unaudited)		6
Item 2.  Management's Discussion and Analysis of Financial Condition and
	Results of Operations		8
Item 3.  Quantitative and Qualitative Disclosures About Market Risks			8
Item 4T.  Controls and Procedures			8
PART II -- OTHER INFORMATION
Item 1.  Legal Proceedings			8
Item 1A.  Risk Factors			8
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds			8
Item 3.  Defaults Upon Senior Securities			8
Item 4.  Submission of Matters to a Vote of Security Holders			8
Item 5.  Other Information			8
Item 6.  Exhibits and Reports on Form 8-K			8
Signatures			9

2

PART I - -                                                                                                                 FINANCIAL INFORMATION

Item 1.                 Financial Statements

EnSurge, Inc.

CONDENSED STATEMENTS OF ASSETS, LIABILITIES AND

STOCKHOLDERS’ DEFICIT – LIQUIDATION BASIS

3

			September 30,		December 31,
			2008		2007
ASSETS			(Unaudited)
Current Assets
	Cash		$	60	$	2,720
		Total Current Assets		60		2,720
Total Assets			$	60	$	2,720
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
	Trade accounts payable		$	18,542	$	9,002
	Accrued liabilities			766,361		691,031
	Notes payable			1,123,349		1,112,049
		Total Current Liabilities		1,908,252		1,812,082
Stockholders' Deficit
	Common stock -- $0.001 par value, 100,000,000 shares authorized,
		111,256 and 111,256 shares issued and outstanding		111		111
	Additional paid-in capital			14,259,009		14,259,009
	Accumulated deficit			(16,167,312)		(16,068,482)
		Total Stockholders' Deficit		(1,908,192)		(1,809,362)
Total Liabilities and Stockholders' Deficit			$	60	$	2,720
The accompanying notes are an integral part of these condensed financial statements.

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EnSurge, Inc.

CONDENSED STATEMENTS OF REVENUES AND EXPENSES

- LIQUIDATION BASIS

(UNAUDITED)

		For the Three Months Ended				For the Nine Months Ended
		September 30,				September 30,
		2008		2007		2008		2007
Sales		$	0	$	0	$	0	$	0
Cost of Sales			0		0		0		0
Gross Profit			0		0		0		0
Expenses
	General and administrative		5,500		2,579		23,500		13,189
	Interest expense		25,221		52,234		75,330		188,626
	Total Expenses		(30,721)		(54,813)		(98,830)		(201,815)
Operating Loss		$	(30,721)	$	(54,813)	$	(98,830)	$	(201,815)
Gain on Forgiveness of Debt			0	$	0	$	0	$	0
Loss		$	(30,721)	$	(54,813)	$	(98,830)	$	(201,815)
Basic and Diluted Loss per Share		$	(0.28)	$	(0.49)	$	(0.89)	$	(1.81)
Weighted Average Number of Common
	Shares Used in Per Share Calculation		111,256		111,256		111,256		111,526
The accompanying notes are an integral part of these condensed financial statements.

5

Ensurge, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

- LIQUIDATION BASIS

(UNAUDITED)

				For the Nine Months Ended
				September 30,
				2008		2007
Cash Flows From Operating Activities
	Net gain or (loss)			$	(98,830)	$	(201,815)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Change in conversion expense from notes payable			0		99,000
		Changes in operating assets and liabilities:
			Accounts payable		9,540		0
			Accrued liabilities		75,330		89,626
Net Cash Used in Operating Activities					(13,960)		(13,189)
Cash Flows From Financing Activities
	Proceeds from notes payable				11,300		11,000
Net Cash Provided by Financing Activities					11,300		11,000
Net (Decrease) Increase in Cash					(2,660)		(2,189)
Cash at Beginning of Period					2,720		2,633
Cash at End of Period				$	60	$	444
Non-Cash Investing and Financing Activities:
	Issuance of common stock for services rendered			$	0	$	100,000
	Cancellation of common stock for services rendered			$	0	$	100,000
The accompanying notes are an integral part of these condensed financial statements.

6

EnSurge, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS – LIQUIDATION BASIS

September 30, 2008

NOTE 1–ORGANIZATION AND BASIS OF PRESENTATION

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 financial statements are presented on a liquidation basis of accounting.

Basis of Presentation – The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q.  Accordingly, these financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements.  These unaudited condensed financial statements should be read in conjunction with the Company’s annual financial statements and the notes thereto for the year ended December 31, 2007, included in the Company’s annual report on Form 10-KSB, especially the information included in Note 1 to those financial statements, “Summary of Significant Accounting Policies.”  In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2008, and its results of operations and cash flows for the  six months ended September 30, 2008 and 2007.  The results of operations for the three and six months ended September 30, 2008, may not be indicative of the results that may be expected for the year ending December 31, 2008.

Principles of Consolidation – The accompanying financial statements include the accounts of EnSurge, Inc.  On September 28, 2006 the company sold all remaining subsidiaries.

Business Condition – The Company has suffered losses from operations and has a working capital deficiency of $1,908,192 at September 30, 2008. The Company has no means available nor does management have any plans to obtain financing to satisfy the Company’s current liabilities of $1,908,252 at September 30, 2008, 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, discussed further in Note 2.

Basic and Diluted Loss Per Share – Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is calculated to give effect to potentially issuable common shares which include stock options and stock warrants except during loss periods when those potentially issuable common shares would decrease loss per share.  At September 30, 2008, the Company had no potentially issuable common shares outstanding.

NOTE 2 – COMMITMENTS AND CONTINGENCIES

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 the Company, seeking recovery of balances owed in the amount of $50,000 to which the Company stipulated to a judgment. This liability is recorded at September 30, 2008 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 to which the Company stipulated to a judgment. This liability is recorded at September 30, 2008 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 to which the Company stipulated to a judgment. This liability is recorded at September 30, 2008 as part of notes payable.

NOTE 3 – SUBSEQUENT EVENTS

On October 21, 2008 the Company issued 400,000 shares of common stock to Jeff Hanks, President, for services performed.  These shares were valued at $.001 for a total of $400.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of  Operations

When used in this discussion, the words “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)” and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected.  Readers are cautioned not to place undue reliance on these forward-looking statements, and are urged to carefully review and consider the various disclosures elsewhere in this Form 10-Q.

During the fiscal year 2000 and through today’s date the Company has discontinued operations of all subsidiaries.  The Company maintains the parent holding Company.  The following discussion of the results of operations and numbers presented represent operations from the parent company.

Results of Operations

Sales for the three months ended September 30, 2008 and 2007 were respectively, $0 and $0.  Sales for the nine months ended September 30, 2008 and 2007 were respectively, $0 and $0.  The Company has no source of revenue.  It is looking for opportunities to create revenue, but at this time has no viable options.

General and administrative expenses for the three months ended September 30, 2008 and 2007 were, respectively, $5,500 and $2,579.  General and administrative expenses for the nine months ended September 30, 2008 and 2007 were, respectively, $23,500 and $13,189.  These costs are made up of bank fees, office expenses, auditor fees and officer salary.

Interest expense for the three months ended September 30, 2008 and 2007 was, respectively, $25,221 and $52,234.  Interest expense for the nine months ended September 30, 2008 and 2007 was, respectively, $75,330 and $188,626.  These costs are made up of interest expense on notes payable.

The Company has discontinued the following subsidiaries and their operations:  NowSeven, Inc., Outbound Enterprises, Inc., Totalinet.net, Inc., Atlantic Technologies International, Inc., Internet Software Solutions, Inc., Uniq Studio’s, Inc., and  iShopper Internet Solutions, Inc.

Liquidity and Capital Resources

The Company has financed its operations to date primarily through private placements of equity securities and current sales.  The Company has been unprofitable since inception (1998) and has incurred net losses in each quarter and year.

The Company is in the process of exploring and investigating business opportunities to merge with or acquire and has not had an active market for its common stock and needs to establish a capital structure that would be more likely to attract business opportunities.

Item 3. Qualitative and Quantitative Disclosures About Market Risk.

Not applicable.

Item 4T.  Controls and Procedures

As of September 30, 2008, an evaluation was carried out by management, of the effectiveness of disclosure controls and procedures. Based on that evaluation, management has concluded that disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. No changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses, occurred during the reporting period or subsequent to the date of the evaluation by its management thereof.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In 2003, judgments were entered against the Company in the amount of $190,000 by three different companies.  These amounts remain unpaid.  These liabilities are recorded on the balance sheet as notes payable.

Item 1A.  Risk Factors

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

On October 21, 2008 the Company issued 400,000 shares of common stock to Jeff Hanks, President, for services performed.  These shares were valued at $.001 for a total of $400.

Item 6.  Exhibits and Reports on Form 8-K.

(a)Exhibits.

31   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

(b)Reports on Form 8-K.

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		EnSurge, Inc.
Date:	November 17, 2008	/s/ Jeff A. Hanks
		Jeff A. Hanks, Chief Executive Officer
		Chief Financial Officer, Secretary, Director

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EX-31

EXHIBIT 31

EnSurge, Inc.

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jeff A. Hanks, Chief Financial Officer of EnSurge, Inc., certify:

1.           I have reviewed this quarterly report on Form 10-Q of EnSurge, Inc.;

2.           Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.           Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a.           designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during this period in which the quarterly report is being prepared;

b.           evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c.           presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.           I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a.           all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b.           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.           I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By:  /s/ Jeff A. Hanks	Chief Financial Officer	November 17, 2008
Jeff A. Hanks	(Principal Financial and Accounting Officer)

EX-32

EXHIBIT 32

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of EnSurge, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jeff A. Hanks, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

                (1)            The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

                (2)             The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By: /s/ Jeff A. Hanks	Chief Executive Officer and Chief Financial Officer	November 17, 2008
Jeff A. Hanks	(Principal Executive Officer and Principal Financial and Accounting Officer )