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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
(State or other jurisdiction of
incorporation or organization)
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87-0431533
(I.R.S. Employer
Identification No.)
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1001 Brickel Bay Drive, 27th Floor
Miami, Florida
(Address of Principal Executive Offices)
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33131
(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company R
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PART III
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ITEM 10.
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DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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5
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ITEM 11.
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EXECUTIVE COMPENSATION
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7
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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10
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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11
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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11
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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12
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SIGNATURES
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13
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·
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changes in the Company’s business strategy or an inability to execute its strategy due to unanticipated changes in the market,
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·
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the Company’s ability to raise sufficient capital to meet operating requirements,
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·
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various competitive factors that may prevent the Company from competing successfully in the marketplace, and
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·
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changes in external competitive market factors or in the Company’s internal budgeting process which might impact trends in the Company’s results of operations.
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
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Name
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Age
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Director
Since
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Position
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Jordan M. Estra
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64
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2010
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Chief Executive Officer, President, Director
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Jeff A. Hanks
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45
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2002
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Chief Financial Officer, Secretary, Director
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ITEM 11.
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EXECUTIVE COMPENSATION
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Summary Compensation Table | ||||||||||||||||||||||||||||||
Annual Compensation | Awards | Payouts | ||||||||||||||||||||||||||||
Name and Principal Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($) (3)
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Option
Awards
($) (3)
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Non-Equity
Incentive Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings ($)
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All Other
Compensation
($)
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Total
($)
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Jordan
Estra,
CEO/
President(1)
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2010
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93,750 | -0- | 140,000 | 347,463 | -0- | -0- | -0- | 581,213 | |||||||||||||||||||||
Michael
Campbell,
CEO/
President(2)
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2010
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75,000 | -0- | -0- | -0- | -0- | -0- | -0- | 75,00 | |||||||||||||||||||||
Jeff Hanks,
CFO
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2010 | 87,000 | -0- | 70,000 | 347,463 | -0- | -0- | -0- | 504,463 | |||||||||||||||||||||
Jeff Hanks,
President
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2009
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-0- | -0- | 1,000 | -0- | -0- | -0- | -0- | 1,000 | |||||||||||||||||||||
(1) Mr. Estra was appointed as President and Chief Executive Officer in July 2010.
(2) Mr. Campbell was appointed as a member of the Board of Directors of the Company and as its President and Chief Executive Officer in December 2009; he resigned June 30, 2010. Mr. Hanks resigned as President of the Company in December 2009 but continued as its Chief Financial Officer.
(3) This column represents the aggregate grant date fair value of the awards granted in 2010 and 2009, respectively. Therefore, the values shown here are not representative of the amounts that may eventually be realized by an executive. Pursuant to the rules of the Securities and Exchange Commission, we have provided a grant date fair value for option awards in accordance with the provisions of FASB ASC 718 Share-based Payments. For option awards, the fair value is estimated as of the date of grant using the Black-Scholes option pricing model, which requires the use of certain assumptions, including the risk-free interest rate, dividend yield, volatility,
forfeitures and expected term. Expected term is determined using an average of the contractual term and vesting period of the award. Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of similar industry indices, which are publicly traded, over the expected term of the award. Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards and forfeitures are based on the history of cancellations of awards granted by the Company and management's analysis of potential forfeitures.
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Name
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Option awards
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Stock awards
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Number of securities underlying unexercised options
(#)
exercisable
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Number of
securities
underlying
unexercised
options
(#)
unexercisable
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Equity
incentive
plan awards:
Number of
securities
underlying
unexercised
unearned
options
(#)
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Option
exercise
price
($)
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Option
expiration
date
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Number of
shares or units
of stock that
have not
vested
(#)
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Market value
of shares of
units of stock
that have not
vested
($)
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Equity
incentive
plan awards:
Number of
unearned
shares, units or
other rights that
have not vested
(#)
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Equity
incentive
plan awards: Market or
payout value of
unearned
shares, units or other
rights that have not
vested
($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Jordan Estra
Jeff Hanks
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1,600,000
1,600,000
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900,000
900,000
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None
None.
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$0.14
$0.14
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Nov 2020
Nov 2020
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None
None.
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None
None.
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None
None.
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None
None.
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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Name and Address
Of Beneficial Owner
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Beneficial
Ownership (1)
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Percent of
Class
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Officers and Directors
As a Group (two)
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2,600,200
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8.8%
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Jordan M. Estra
2825 East Cottonwood Parkway,
Suite 500
Salt Lake City, UT 84121
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1,700,000
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5.8%
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Jeff A. Hanks
2825 East Cottonwood Parkway,
Suite 500
Salt Lake City, UT 84121
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900,200
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3.0%
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Beneficial Owners
Owning greater than 5%
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Beneficial
Ownership
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Percent
Of Class
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Steve Heard
4003 West Tacon Street
Tampa, FL 33629
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3,850,000
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13.0%
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Puremax, Inc.
4003 West Tacon Street
Tampa, FL 33629
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5,000,000
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16.9%
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Barrington Capital Partners, Inc.
830 West RT 22, Suite 153
Lake Zurich, IL 60047
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3,367,251
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11.4%
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Wasatch Property Development, Inc.
35 W. Broadway, Suite #104
Salt Lake City, UT 84101
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3,032,155
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10.2%
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Seaside 88,LP
750 Ocean Royale Way, Suite 805
Juno Beach, FL 33408
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2,813,555
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9.5%
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(1)
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Unless otherwise indicated, the Company has been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of March 31, 2011 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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ENSURGE, INC.
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February 14, 2012
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By:
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/s/ JORDAN M. ESTRA
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Jordan M. Estra, Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/ JEFF A. HANKS
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Jeff A. Hanks, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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/s/ JORDAN M. ESTRA
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February 14, 2012
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Jordan M. Estra
President, Chief Executive Officer
and Director
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/s/ JEFF A. HANKS
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February 14, 2012
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Jeff A. Hanks
Chief Financial Officer
and Director
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1.
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I have reviewed this annual report on Form 10-K of Ensurge, Inc.;
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2.
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Based on my knowledge, this annual 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 annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
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(a)
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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 the period in which this annual report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
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Date:
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February 14, 2012
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/S/ Jordan M. Estra
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Jordan M. Estra, Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this annual report on Form 10-K of Ensurge, Inc.;
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2.
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Based on my knowledge, this annual 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 annual report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
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(a)
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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 the period in which this annual report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
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Date:
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February 14, 2012
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/S/ Jeff A. Hanks
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Jeff A. Hanks, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
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Date:
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February 14, 2012
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/S/ Jordan M. Estra
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Jordan M. Estra, Chief Executive Officer
(Principal Executive Officer)
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Date:
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February 14, 2012
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/S/ Jeff A. Hanks
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Jeff A. Hanks, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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*
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A signed original of this written statement required by Section 906 has been provided to Ensurge, Inc. and will be retained by Ensurge, Inc. and furnished to the Securities Exchange Commission or its staff upon request.
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