UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended June 30, 2010

[  ] 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	(IRS Employer Identification No.)
of incorporation or organization)

2825 E. Cottonwood Parkway, Suite 500

Salt Lake City, UT  84121

(Address of principal executive offices)

(801) 990-3457

(Issuer’s telephone number)

(4766 S. Holladay Blvd, Salt Lake City, Utah 84117)

(Former address, 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.

Yes [X]                      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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The registrant is not yet part of the Interactive Data reporting system.

Yes   [   ]                      No [  ]

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 [X]

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

There were 29,635,341 shares of common stock, $0.001 par value, issued and outstanding as of August 11, 2010.

Ensurge, Inc.

FORM 10-Q

QUARTER ENDED JUNE 30, 2010

TABLE OF CONTENTS

	Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
(Unaudited) as ofJune 30, 2010 and December 31, 2009	3
Statements of Operations
(Unaudited) for the Three and six Months Ended June 30, 2010 and 2009 and from inception of exploration stage to June 30, 2010	4
Statements of Cash Flows (Unaudited)
for the six Months Ended June 30, 2010 and 2009 and from inception of exploration stage to June 30, 2010	5
Notes to 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 Risk.	9
Item 4. Controls and Procedures	9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	10
Item 1A. Risk Factors	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3. Defaults Upon Senior Securities	10
Item 4. (Removed and Reserved)	10
Item 5. Other Information	10
Item 6. Exhibits and Reports on Form 8-K	10
Signatures	11

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Ensurge, Inc.

(An Exploration Stage Company)

BALANCE SHEET

	June 30,			December 31,
	2010			2009
ASSETS	(Unaudited)			(Audited)
Current Assets
Cash	$	239,400		$	-
Total Current Assets		239,400			-
Total Assets	$	239,400		$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Trade accounts payable	$	43,868		$	8,686
Accrued liabilities		14,738			14,738
Total Current Liabilities		58,606			23,424
Stockholders' Equity (Deficit)
Common stock - $0.001 par value; 100,000,000 shares authorized;
28,135,341 and 26,035,341 shares issued and outstanding		28,135			26,035
Additional paid-in-capital		23,789,414			23,266,514
Accumulated deficit		(23,315,973			23,315,973
Exploration stage deficit		(320,782	)		-
Total Stockholders' Equity (Deficit)		180,794			(23,424	)
Total Liabilities and Stockholders' Equity (Deficit)	$	239,400		$	-

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

  

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Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010

(UNAUDITED)

													From Inception of Exploration Stage January 1, 2010 through
	For the Three Months Ended June 30						For the Six Months Ended June 30						June 30,
	2010			2009			2010			2009			2010
Sales	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross Profit		-			-			-			-			-
Expenses:
General and Administrative		192,437			104,198			321,663			110,698			321,663
Interest Expense		-			25,604			-			50,976			-
Total Expenses		192,437			129,802			321,663			161,674			321,663
Operating Loss		(192,437	)		(129,802	)		(321,663	)		(161,674	)		(321,663	)
Interest Income		521			-			881			-			881
NET LOSS	$	(191,916	)	$	(129,802	)	$	(320,782	)	$	(161,674	)	$	(320,782	)
NET (LOSS) PER SHARE:	$	(0.01	)	$	(0.81	)	$	(0.01	)	$	(1.19	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES USED in PER SHARE CALCULATION		27,700,534			511,074			27,700,534			511,256

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

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Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010

(UNAUDITED)

Cash Flows from Operating Activities:	For the Six Months Ended June 30,						From Inception of Exploration Stage January 1, 2010 through June
	2010			2009				30, 2010
Net (Loss)	$	(320,782	)	$	(161,674	)	$	(320,782	)
Adjustments to Reconcile Net (Loss) to Net Cash used by Operating Activities:
Common stock issued for services		-			100,000			-
Changes in Operating Assets and Liabilities:
Trade accounts payable		35,182			5,302			35,182
Accrued liabilities		-			50,872			-
Net Cash (Used) by Operating Activities		(285,600	)		(5,500	)		(285,600	)
Cash Flows from Investing Activities:		-			-			-
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable		-			5,500			-
Proceeds from issuance of common stock		525,000			-			525,000
Net Cash Provided by Financing Activities:		525,000			5,500			525,000
Net Increase in Cash		239,400			-			239,400
Cash, Beginning of Period		-			-			-
Cash, End of Period	$	239,400		$	-		$	239,400

Non-Cash Investing and Financing Activities:

None

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

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Ensurge, Inc.

(An Exploration Stage Company)

Notes to Unaudited Financial Statements

June 30, 2010

NOTE 1–ORGANIZATION AND BASIS OF PRESENTATION

Organization – On October 16, 2000, iShopper.com, Inc. changed its name to Ensurge, Inc., which is referred to herein as the Company.  On January 1, 2002, the Company began liquidation of its assets.  During 2009, the Company started a new phase of operations.  Accordingly, the accompanying financial statements are presented on a GAAP basis of accounting rather than 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, 2009, included in the Company’s annual report on Form 10-K, 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 June 30, 2010, and its results of operations and cash flows for the six months ended June 30, 2010 and 2009.  The results of operations for the six months ended June 30, 2010, may not be indicative of the results that may be expected for the year ending December 31, 2010.

Business Condition – The Company has suffered losses from operations; however the Company had working capital in the amount $180,794 at June 30, 2010. The Company has issued a private placement memorandum to certain investors.  During February and March 2010, the Company sold an aggregate of 2,100,000 shares of common stock for $525,000.  During July 2010, the Company sold warrants for the rights to purchase of 4,000,000 shares of common stock for $560,000.  The proceeds of the financing will be used to help the Company maintain operations and to fund the exploration for gold mines and/or acquisition of mining assets, either directly or through one or more partnerships or joint ventures in Brazil or elsewhere in South America.

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.  On July 29, 2010, the Company had warrants outstanding for the right to purchase 4,000,000 shares of the Company’s common stock.  There were also 1,500,000 shares of common stock approved to be issued to management during July 2010.

Recently Enacted Accounting Standards – In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact the Company’s financial statements.  The ASC does change the way the guidance is organized and presented.

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Statement of Financial Accounting Standards (“SFAS”) SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued.  SFAS Nos. 166, 167 and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-20, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 2 – COMMITMENTS AND CONTINGENCIES

In February 2010, the Company sold 2,100,000 shares of common stock as part of a Subscription Agreement.  The agreement has an anti-dilution clause that states the following; if during the 12 months following the date of the agreement the Company sells Shares, or securities convertible into Shares, at a price per Share less than that paid by the Subscriber, then the Company shall issue additional Shares to the Subscriber in an amount such that the total number of shares issued to the Subscriber shall equal $25,000 divided by the price per share 20% lower than that paid by the new buyer of Shares.

NOTE 3 – SUBSEQUENT EVENTS

During July 2010, the Company sold 4,000,000 warrants for $100.  The warrants provide the right to purchase 4,000,000 shares of common stock at $0.14 per share for an aggregate of $560,000.  The Company received $560,100 in July for the warrants and the exercise of the warrants.  Also, during the month of July 2010, the Company issued 1,500,000 shares of common stock at $.05 per share, which was the bid price of the stock at the time, to its President and CFO.

On June 30, 2010, Michael Campbell resigned as President, CEO, and Director for the Company.  On June 30, 2010, the board of directors elected Jordan M. Estra as President and CEO of the Company.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and has determined there are no other events to disclose.

7

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.

Recent Development and Business Plan

The Company is pursuing opportunities in the gold mining industry, with emphasis on opportunities in South America.  Though several mining opportunities have been reviewed and rejected by the Company, research and investigation of mining opportunities continues.  Additionally, though no decisions have been made with regards to specific properties or projects, the Company currently anticipates entering into preliminary agreements during the third quarter of 2010.

In February, 2010, the Company sold 2,100,000 shares of common stock for an aggregate purchase price of $525,000.  During July 2010, the Company sold 4,000,000 warrants for $100 for the right to purchase 4,000,000 shares of common stock at $0.14 per share or $560,000.  $560,100 was received in July for the warrants and the exercise of the warrants.  The Company used a portion of the proceeds to commence investigating gold mining claims and properties in South America in anticipation of entering into the gold mining industry.

Despite the Company’s efforts in seeking opportunities in the gold mining industry, the Company does not yet have definitive agreements in place, and there can be no assurance that its efforts to enter this industry will ultimately prove successful.

Results of Operations

Sales for the three and six months ended June 30, 2010 and 2009 were respectively.  The Company has no source of revenue.  It is looking for opportunities to create revenue, and has several options it is pursuing as acquisitions or joint ventures.

General and administrative expenses for the three months ended June 30, 2010 and 2009 were, respectively, $192,437 and $104,198.  General and administrative expenses for the six months ended June 30, 2010 and 2009 were, respectively, $321,663 and $110,698.  These costs are made up of audit, legal, and consulting fees, along with travel expenses looking for acquisitions.

Interest expense for the three months ended June 30, 2010 and 2009 were, respectively, $0 and $25,604.  Interest expense for the six months ended June 30, 2010 and 2009 were, respectively, $0 and $50,976.  These costs are made up of interest expense on notes payable that have been paid off.

Interest income for the three months ended June 30, 2010 and 2009 were, respectively, $521 and $0.  Interest income for the six months ended June 30, 2010 and 2009 were, respectively, $881 and $0.  This income is from interest bearing cash accounts.

Liquidity and Capital Resources

The Company has financed its operations to date primarily through private placements of equity securities.  The Company has been unprofitable since inception (1998) and has incurred net losses in each quarter and year.  During February and March 2010, the Company sold an aggregate of 2,100,000 shares of common stock for $525,000.  During July 2010, the Company sold warrants for the rights to purchase 4,000,000 shares of common stock for $560,000.

8

Item 3. Qualitative and Quantitative Disclosures About Market Risk.

Not applicable.

Item 4.  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 June 30, 2010, 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

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

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its 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. During the course of this assessment, management identified a material weakness relating primarily to recording complex financial transactions.

The Company has a lack of staffing within its accounting department, in terms of the small number of employees performing its financial and accounting functions, which does not provide the necessary separation of duties.  Management believes the lack of accounting and financial personnel amounts to a material weakness in its internal control over financial reporting and, as a result, at December 31, 2009 and on the date of this Report, its internal control over financial reporting is not effective.  The Company will continue to evaluate the employees involved and the hiring of additional accounting staff.  However, the Company will be unable to remedy this material weakness in its internal controls until the Company has the financial resources that allow the Company to hire additional qualified employees.

9

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 1A.  Risk Factors

Not applicable.

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

 During July 2010, the Company sold 4,000,000 warrants for $100 for the right to purchase 4,000,000 shares of common stock at $0.14 per share or $560,000.  $560,100 was received in July for the warrants and the exercise of the warrants.  The sale was to one investor that is an existing shareholder of the Company.  The Company relied on Section 4(2) and Rule 506 or Regulation D for the sale of such securities.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  (Removed and Reserved)

Item 5.  Other Information

There were no other items to be reported under Part II of this report.

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

(a)           Exhibits.

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer 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.

10

SIGNATURES

Pursuant to the requirements 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.
August 11, 2010	/s/ Jordan M. Estra
	Jordan M. Estra, Chief Executive Officer
	(Principal Executive Officer)
August 11, 2010	/s/ Jeff A. Hanks
	Jeff A. Hanks, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

11