0001096906-14-000793.txt : 20140624 0001096906-14-000793.hdr.sgml : 20140624 20140616140557 ACCESSION NUMBER: 0001096906-14-000793 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140610 FILED AS OF DATE: 20140616 DATE AS OF CHANGE: 20140616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSURGE INC CENTRAL INDEX KEY: 0000789879 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870431533 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-54460 FILM NUMBER: 14922415 BUSINESS ADDRESS: STREET 1: 2825 EAST COTTONWOOD PARKWAY STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-673-2953 MAIL ADDRESS: STREET 1: 2825 EAST COTTONWOOD PARKWAY STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: ISHOPPER COM INC DATE OF NAME CHANGE: 20000301 FORMER COMPANY: FORMER CONFORMED NAME: SUNWALKER DEVELOPMENT INC DATE OF NAME CHANGE: 19920703 PRE 14C 1 ensurgepre14c.htm PRE 14C ensurgepre14c.htm



 
 SEC File Number 0-789879  PRELIMINARY COPY
 

Ensurge, Inc.
2825 East Cottonwood Parkway, Suite 500
Salt Lake City, Utah 84121
801-990-3457

INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO



NOTICE OF CORPORATE ACTION
BY WRITTEN SHAREHOLDER CONSENT
WITHOUT SPECIAL MEETING OF THE SHAREHOLDERS

NO PROXIES ARE BEING SOLICITED AND
YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.

Purpose of Information

This Information Statement, which is being mailed on or about June ___, 2014, to the holders of shares of the Common Stock, par value $.001 per share (the "Common Stock"), of Ensurge, Inc., a Nevada Corporation (the "Company"), is being furnished in connection with the taking of certain corporate action pursuant to written consent by a majority of the shareholders of the Company.  The shareholders will authorize a amending the Company's Articles of Incorporation to increase the number of authorized shares of common stock.

Because shareholders holding a majority of the shares are in favor of the following action, proxies are not being solicited in this matter.
 
 
No Meeting Being Held.

Because shareholders representing a majority of the shares outstanding are in favor of the proposed corporate action, shareholder approval will be achieved by written consent in accordance with the corporate laws of the State of Nevada.  In an effort to minimize the Company’s expenses, a special meeting of the shareholders is not required and will not be held.





 
 

 

No Dissenter's Rights of Appraisal.

The Company's shareholders do not have dissenter's rights of appraisal in connection with any of the matters to be approved by the shareholders.

Voting Securities and Principal Holders Thereof;
Interest of Certain Person in Matters to be Acted Upon

As of the record date, June 10, 2014, there were approximately 78,058,726 shares of stock outstanding.  Each outstanding share of Common Stock is entitled to one vote.  The following table sets forth certain information with respect to persons who are the directors and officers of the Company as a group, and persons known to the Company to own beneficially more than five percent (5%) of the Company's voting securities, as of the record date:
 
 
 Name and Address of Beneficial Owner  Beneficial Ownership  Percent of Class
 Officers and Directors    
     
     Jeff Hanks (Dir. & CFO)  2,900,100   3.7%
     2825 East Cottonwood Parkway    
     Suite 500    
     Salt Lake City, Utah 84121    
     
                Management as a group (One)   2,900,100   3.7%
     
 Beneficial Owners Owning greater than 5%    
     
     Workhorse Capital Leasing LLC  15,300,000  19.6%
     405 South Main    
     Suite 975    
     Salt Lake City, Utah 84111    
     
     O3G LLC  5,000,000  6.45%
     8514 Monroe Street    
     Midvale, Utah 84047    
 
                            

 
 

 

Matters to be Voted On - Amendment to Articles of Incorporation

The Company is currently conducting gold mining operations in Guyana.  The Company continues to need capital in which to fund its operations.  Because the market has only had a limited response to the commencement of gold production, the Company finds it necessary to increase the amount of authorized capital by amending its Articles of Incorporation.  The Company will increase the authorized capital by a factor of ten, from 100 million shares to 1 billion shares.  Additionally, the Company will also reduce the par value of its common stock to $.0001. Management believes that these changes are necessary to attract additional capital to fund the Company’s business and existence.   Based upon the foregoing, the Company’s management has determined that it is in the Company’s best interest to amend its Articles of Incorporation to effect those changes.  The foregoing matters will be consented to by a majority of the Company’s shareholders in conformance with Nevada law.

Vote Required for Approval

Approval of the proposed above action requires a majority vote of the shareholders of shares as of the Record Date.  Because shareholders holding a majority of the shares are in favor of the proposed actions, proxies are not being solicited in this matter and the corporate action will be approved by written shareholder consent.

Where You Can Find Additional Information About the Company
 
 
The Company is subject to the information requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission (“SEC”).  Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC 20549.  Copies of such material can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at prescribed rates.  You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC may be obtained free of charge.

Additionally, the Company maintains a website at www.ensurgegold.com.