UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)

[ X ]

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

For the Fiscal Year Ended December 31, ~~2011~~2012

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

For the Transition Period from ____________ to ____________

Commission File Number 033-03275-D

____________

ENSURGE, INC.

(Name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	87-0431533 (I.R.S. Employer Identification No.)
1001 Brickell Bay Drive, 27th Floor Miami, Florida (Address of Principal Executive Offices)	33131 (Zip Code)
1046 East University Mesa, Arizona (Address of Principal Executive Offices)	85203121 (Zip Code)

Issuer's Telephone Number ~~888~~480-~~978~~459-~~9994~~5833

Securities Registered Pursuant to Section 12(b) of the Exchange Act: None

Securities Registered Pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange. [ ] Yes [X] No

Note – Checking the box above will not relieve any registrant to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)		Smaller reporting company R

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, ~~2011~~2012 was approximately $378,~~831~~284,~~316~~682. The registrant had issued and outstanding 3334,~~138~~038,726 shares of its common stock on ~~April~~May 16, ~~2012~~2013.

ENSURGE, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2011~~2012

PART I
ITEM 1.	BUSINESS	1
ITEM 2.	PROPERTIES	67
ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 4.	MINE SAFETY DISCLOSURES	7
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 6.	SELECTED FINANCIAL DATA	9
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1011
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	11
	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	12
	BALANCE SHEETS	13
	STATEMENTS OF OPERATIONS	14
	STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT	15
	STATEMENTS OF CASH FLOWS	16
	NOTES TO FINANCIAL STATEMENTS	17
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3627
ITEM 9A.	CONTROLS AND PROCEDURES	3627
ITEM 9B.	OTHER INFORMATION	3627
PART III
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT	3728
ITEM 11.	EXECUTIVE COMPENSATION	3930
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	4233
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	4234
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	4234
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4335
	SIGNATURES	4436
	EXHIBIT INDEX	4537

Forward-Looking Statements and Associated Risks

This Report, including all documents incorporated herein by reference, includes certain “forward-looking statements” within the meaning of that term in Section 13 or 15(d) of the Securities Act of 1934, and Section 21E of the Exchange Act, including, among others, those statements preceded by, followed by or including the words “believes,” “expects,” “anticipates” or similar expressions.

These forward-looking statements are based largely on the Company’s current expectations and are subject to a number of risks and uncertainties. The Company’s actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include:

changes in the Company’s business strategy or an inability to execute its strategy due to unanticipated changes in the market,

the Company’s ability to raise sufficient capital to meet operating requirements,

various competitive factors that may prevent the Company from competing successfully in the marketplace, and

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.

In light of these risks and uncertainties, there can be no assurance that the events contemplated by the forward-looking statements contained in this Report will, in fact, occur.

PART I

ITEM 1.

BUSINESS

Ensurge, Inc., a Nevada corporation (the “Company”) is a gold processing and mining company.

General - Development of Business

The Company was incorporated under the name Sunwalker Development, Inc. in the State of Utah on March 28, 1985, and was subsequently re-incorporated in Nevada on September 14, 1999. The Company was formed for the purpose of providing a business framework within which capital could be raised and business opportunities, with profit potential, could be sought. From the period of inception until December 31, 1989, the Company operated as a development stage corporation. Effective February 1, 1990, the Company began permanent operations in the mining industry with emphasis on decorative rock used in landscaping.

In 1990, the Company acquired a mining property located in Morristown (near Wickenburg), Arizona. In 1994 and 1995, the Company sold all of its assets and ceased active operations.

Effective October 7, 1999, the Company merged with ECenter, Inc, a Utah corporation. Subsequently, the Company changed its name to iShopper.com, Inc. As a result of the merger, the Company had two wholly-owned subsidiaries: Outbound Enterprises, Inc. and iShopper Internet Services, Inc. In November 1999, the Company refocused its efforts into becoming an Internet holding company. In September 2000, Outbound Enterprises discontinued its operations. In December 2000, iShopper Internet Services discontinued its operations. On January 31, 2000, the Company entered into a sales agreement with Digital Commerce Bank, Inc. to purchase its assets. This sales agreement was finalized January of 2002.

On November 1, 1999, the Company purchased NowSeven.com, Inc. for a total of 1,667 shares of the Company’s common stock. NowSeven.com, Inc. has discontinued its operations.

On January 31, 2000, the Company purchased Stinkyfeet.com, Inc. for 13 shares of the Company’s common stock and cash of $40,000. Stinkyfeet.com, Inc. was discontinued in December 2002.

On April 4, 2000, the Company purchased Uniq Studios, Inc. for 2,500 shares of the Company’s common stock and options to purchase 833 shares of common stock at $7.60 per share. Effective November 2001 Uniq Studios, Inc. discontinued its operations.

On April 7, 2000, the Company purchased Totalinet.net, Inc. for 333 shares of common stock. Effective December 5, 2000 Totalinet.net, Inc. discontinued its operations.

On May 31, 2000, the Company purchased Atlantic Technologies International, Inc. for 397 shares of common stock. Effective April 27, 2001, Atlantic Technologies International, Inc. discontinued its operations.

On May 31, 2000, the Company purchased Internet Software Solutions, Inc. for 167 shares of common stock. Effective April 27, 2001, Internet Software Solutions, Inc. discontinued its operations.

On June 1, 2000, the Company purchased KT Solutions, Inc. for 833 shares of common stock and options to purchase 417 additional shares of the Company’s common stock. Effective April 1, 2001, the Company sold KT Solutions Inc. to Knowledge Transfer Systems, Inc. for 13,333 shares of common stock.

On October 18, 2000, the Company changed its name from iShopper.com, Inc. to Ensurge, Inc.

On February 15, 2001, the Company completed a 5-for-1 forward split. This provided each shareholder with five shares for every one share owned. Prior to the split the Company had 14,386,775 shares issued and outstanding and subsequent to the split the Company had 71,933,875 issued and outstanding. The accompanying financial statements reflect the split.

Effective May 8, 2006, the Company approved a 1-for-3,000 reverse split of its common stock. The Company did not reverse any certificates that were for less than 100 shares or any certificates that were for more than 100 shares to an amount below 100 shares. The accompanying financial statements have been presented to reflect this reverse stock split.

On June 19, 2006, the Company entered into an agreement with Portsmith Partner of Nevada, Inc., a stockholder of the Company (“Portsmith”), whereby Portsmith agreed to assume the debt of the subsidiaries of the Company, which totaled $2,614,380. In return for this obligation, the Company issued 5,000 shares of common stock to Portsmith. In a related transaction, on September 28, 2006, the Company sold all the shares of stock of all of its subsidiaries to Portsmith. This transaction has been treated as a non-monetary transaction with a related party shareholder and the effects are reported through Stockholders’ Deficit.

Business Plan

In late 2009, the controlling shareholders of Ensurge, Inc. brought in new management and Directors to develop and implement a strategy for gold production in Brazil. During the first quarter of 2010, a new strategy was developed.

Since the time of that transition, Ensurge has raised $2.7 million from new equity investors and $1.13 million in debt to enable management to begin the implementation of the business plan.

The plan focuses on ownership or royalty rights to operating mines by providing financing needs, purchasing new equipment or a combination of both ~~and~~with ~~to enter into~~ the ~~identification of existing tailings impoundments at existing or abandoned gold mines and the~~ establishment of contractual agreements to construct metallurgical plants to recover gold ~~remaining in tailings~~. After extensive evaluation of gold mining in numerous regions of Brazil, Ensurge has settled on the Cuiaba Gold Belt in Mato Grosso State to implement its strategy.

Gold was first discovered in Cuiaba in 1719 and mining has been ongoing since that time along an important geological structure that runs 100 miles from Cuiaba southwest to Pocone, on the edge of the Pantanal (perhaps the world’s largest wetlands area). There are ~~literally~~over ~~hundreds~~50 of currently operating ~~or abandoned~~ gold mines along the Cuiaba Gold Belt. Primarily only small family owned companies known locally as Garimpeiros operated in the region.

The gold formations along the Cuiaba Gold Belt are quartz veins that outcrop and dip at approximately 30 degrees from the surface. In addition to the primary vein structures, there are also perpendicular veins that appear to have been formed during periods of secondary stress.

The gold is typically found at the contact of the quartz veins and the host rock and presents itself as “free” gold. Grain size is often very fine (40% less than 100 mesh and 20% less than 200 mesh), with the remainder characterized as “coarse gold”. Owing to the unusual grain size distribution of the gold, recovery of the gold in these mines has been very low, typically 3525-50%. The crude methods of gold recovery, utilizing hammer mills and ball mills to crush the ore and cyclones and centrifuges to concentrate the ore and finally mercury amalgamation to recover gold, have been responsible for the poor recoveries.

We believe with less than half the gold that has been mined over the past three centuries having been recovered, there is significant opportunity to recover gold from operating mines and tailings.

Business Strategy and Growth

Ensurge management seeks to reduce the risk of gold production. Specifically, it believes that by obtaining contractual rights to current gold mining operations and to reprocess existing tailings along the Cuiaba Gold Belt, it can:

Eliminate, or significantly reduce exploration risk. Ownership opportunities with existing mine operators allows the Company to participate in operations and revenues immediately. Also, these mine owners have existing tailings which we will reprocess. The tailings impoundments are readily visible and the size (tonnage) can be quickly determined using GPS technology and satellite images.

Enjoy lower than typical capital costs. In most traditional mining operations, significant capital investment is required to develop and mine a deposit, transport ore to a processing plant, where it is crushed and processed to recover gold. The Company will provide new equipment to increase current operations and increase recoveries. As part of the ownership we will reprocess tailings which have already been mined and crushed.

Enjoy lower than typical operating costs. As we have reviewed operating costs within this region, we have determined costs to be lower as compared to costs within the US. Since tailings have already been mined and crushed, there will be no labor or energy costs (or high maintenance costs) for mining or crushing. Management believes energy and labor costs will be less than in initial mining operations resulting in savings on not only up-front mining development costs but ongoing costs.

Crude Recovery Technology Creates Ensurge Opportunity

Typically, gold recovery facilities along the Cuiaba Gold Belt employ crude methods of gravity separation. Run of mine ore is first crushed in hammer mills or jaw crushers to reduce the run of mine ore to 3” or smaller size. Crushed ore is then sent to ball mills for further size reduction, to approximately 200 mesh or less. The discharge of the ball mills is then subjected to gravitational gold concentration using cyclones and centrifugal drum concentrators. Ensurge has contracted with a third party consulting engineering company to assist in technical assessment of opportunities, has estimated that recovery of gold in concentrate represents about 50% of the gold contained in ore. The remaining 50% of the gold is discharged to tailings. Modern metallurgical processing methods typically recover 85-90% of gold contained in ore. It is the 50% of gold that is discharged to tailings that is one of the targets for Ensurge development, along with ownership opportunities. Until actual mining operations begin, the amount of the gold recoverable from the tailings will be unknown and we will not know if it will be economical to recover such gold.

Competition

In the Cuiaba-Pocone region of Mato Grosso Brazil, Ensurge management is not aware of any other company currently seeking to acquire tailings, however, large mining companies continue to be interested in this region, but many of the large international mining companies have determined there is not a large enough opportunity for them to be interested in this region. This is so, in part, management believes, because major international mining companies that are coming to Brazil to develop gold mining operations are focusing on exploration in grass roots environs or near existing major gold producing mines with the hopes of finding “bonanza” type deposits.

However, management believes that if Ensurge is successful in implementing its strategy, competition will be drawn to the area and it will become more difficult and more expensive to obtain Contractual Agreements with the local garimpeiros. With hundreds of garimpeiro operations in the Cuiaba-Pocone region, Ensurge management believes it will be able to secure additional agreements for the next several years, even in the face of new competition.

We believe we have developed a unique business model but recognize that there are very little barriers for others to copy our business model and we offer no new technology or position in the mining industry that will prevent existing gold producers or other companies from recreating our business model. We believe our best competitive position is being one of the first to seek out the smaller mines in Brazil to reprocess their tailings.

Environmental Standards

The Company is not at this time involved in any project that would adversely affect the environment.

Employees

As of December 31, ~~2011~~2012, the Company has 2 fulltime employees and 1 part time employee.

ITEM 1A. Risk Factors

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

Our disclosure and analysis in this report contains forward-looking information that involves risks and uncertainties and actual results could differ materially from those predicted in any such forward-looking statements. Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements. The realization of any or all of these expectations is subject to a number of risks and uncertainties and it is possible that the assumptions made by management may not materialize. Statements may involve risks and uncertainties; actual results may differ from the forward-looking statements. Sentences or phrases that use such words as “believes,” “anticipates,” “plans,” “may,” “hopes,” “can,” “will,” “expects,” “is designed to,” “with the intent,” “potential” and others indicate forward-looking statements, but their absence does not mean that a statement is not forward-looking. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Risk Factors

Certain factors that may affect our business and could cause actual results to differ materially from those expressed in any forward-looking statements include the following.

With the commencement of our new business plan, we have limited operating history and experience in mining on which to make an investment decision. Failure to implement the business strategy could materially adversely affect our business, financial condition and results of operations. Through December 31, ~~2011~~2012, the Company’s business has not shown a profit in operations and has generated no revenue. There can be no assurance we will achieve or attain profitability or be able to raise sufficient capital to stay in business. If we cannot achieve operating profitability or raise capital, we may not be able to meet our working capital requirements, which could have a material adverse effect on our business operating results and financial condition resulting in the loss of an investors’ entire investment in us.

We need substantial additional capital to grow and fund our present and planned business and business strategy.

Our current and planned operations contemplate funding with milestones of at least $5,000,000 in ~~2012~~2013. Failure to meet these funding milestones may have a significant adverse effect on our growth and anticipated revenues and we may have to curtail our business strategy. If we receive less funding than planned, we will have to revise our business model and reduce proposed expansion. Without significant funding, we will not be able to execute on our business operations and may be forced to cease operations. At this time, there can be no assurance we will be able to obtain the funding we need and even if we obtain such funding that it will be on terms and conditions favorable to us and our existing shareholders. Without funding we will not be able to proceed with planned operations or meet existing obligations.

Our business operations are unproven and we do not know if we will be able to produce gold in commercial economic amounts which would result in our inability to stay in business.

There is no assurance of success in being able to extract gold from the tailings or even if we are able to extract gold that we can do so in quantities that will produce profits. The inability to operate a mining company or extract gold in economic quantities will have a substantial negative effect on our business and could result in our inability to stay operating.

All of our operations will be in Brazil and we will be subject to its laws and rules in relation to our operation. Additionally, we will be dependent on contracts with local mines and the rules and regulations related thereto. The costs of operating in Brazil will be substantial and create many uncertainties as to its laws and rules with which management are not familiar. Although we have retained attorneys and advisors in Brazil, no member of management is familiar with operations in Brazil and we will be dependent on third parties for guidance. The operations in Brazil and its rules and regulations create uncertainty for us and may have a negative effect on our business and will increase our costs.

Our auditor’s “Going Concern” qualification in our financial statements might create additional doubt about our ability to stay in business, which could result in a total loss on investment by our shareholders.

Our accompanying financial statements have been prepared assuming that we will continue as a “going concern.” As discussed in Notes to the financial statements, we have no revenues, have incurred a loss from operations and have negative operating cash flows since inception. These issues raise substantial doubt about our ability to continue as a “going concern.” Our ability to stay in business will, in part, depend on our ability to raise additional funding. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Our business is highly dependent on the price of gold.

During ~~2011~~2012 the price of gold continued to increase, however, there is no certainty that it will maintain these prices. Our business plan provides some ability to offset the decrease in the price of gold, but if it drops to a certain price level it will make our operations difficult to continue profitably.

We conduct business internationally, which exposes us to additional risks

Our international operations expose us to certain additional risks, including:

· Different political and regulatory conditions; · Currency fluctuations; · Adverse tax consequences; · Difficulty in staffing international subsidiary operations; · Dependence on other economies;

· Currency fluctuations;

· Adverse tax consequences;

· Difficulty in staffing international subsidiary operations;

· Dependence on other economies;

ITEM 2. PROPERTIES

~~The~~ITEM ~~Company does not own any real property and uses executive office space~~2. ~~The~~ address is 1001 Brickell Bay Drive, 27th Floor, Miami, Florida 33131. Currently monthly rent obligations are less than $1,000 per month and we are on a month to month basis. The Company’s management believes its current office facility is sufficient for its current operations. As we expand operations to Brazil, we may look to opening offices in Brazil, but do not anticipate any offices until we commence construction and/or production from a tailings operation.PROPERTIES

The Company does not own any real property and uses executive office space. The address is 1046 East University, Mesa, Arizona 85203. Currently monthly rent obligations are less than $1,000 per month and we are on a month to month basis. The Company’s management believes its current office facility is sufficient for its current operations. As we expand operations to Brazil, we may look to opening offices in Brazil, but do not anticipate any offices until we commence construction and/or production from a tailings operation.

ITEM 3.

LEGAL PROCEEDINGS

WeOn ~~are~~March ~~not~~25, ~~currently~~2013 a ~~party~~Complaint towas ~~any~~filed ~~legal~~against ~~proceedings~~Ensuge, ~~that~~by weRandall ~~believe~~K. ~~will~~Edwards ~~have~~and aGaia, ~~material~~Silva, ~~adverse~~Gaede ~~effect~~& onAssociates ~~our~~in ~~financial~~the ~~condition~~amount orof ~~results~~$74,924 and $18, 627, respectively. These are liabilities, which are part of ~~operations~~accounts payable, for services performed, however, due to lack of funding the Company has not been able to pay these amount owed.

We are not currently aware of any legal proceedings that we believe will have a material adverse effect on our financial condition or results of operations.

ITEM 4.

MINING SAFETY DISCLOSURE

We have not engaged in any mining activities except for taking core samples, which were taken by a 3rd party consulting firm, and consequently have no mining safety issues.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

The Company’s common stock trades on the OTC Bulletin Board under the symbol “ESGI.OB”. The following table sets forth the range of the high and low bid quotations of the Company’s common stock for the fiscal quarters indicated, as reported by OTC. Quotations represent inter-dealer prices, without retail markup, markdown, or commission and may not necessarily represent actual transactions.

	HIGH		LOW
2012
First Quarter	$	1.05	$	0.25
Second Quarter		0.40		0.16
Third Quarter		0.25		0.14
Fourth Quarter		0.25		0.06
2011
First Quarter	$	4.25	$	2.00
Second Quarter		7.90		2.00
Third Quarter		10.01		2.00
Fourth Quarter		6.50		0.51
2010
First Quarter	$	1.57	$	0.35
Second Quarter		1.25		0.55
Third Quarter		2.40		0.18
Fourth Quarter		5.00		2.00

Approximate Number of Equity Security holders

On ~~March~~April 3130, ~~2012,~~2013 there were ~~410~~406 stockholders of record of the Company’s common stock. Because many of such shares are held by brokers and other institutions on behalf of shareholders, the Company is unable to estimate the total number of stockholders represented by these record holders. As of ~~April~~May 138, ~~2012~~2013, our common stock had a bid and ask price of $0.1702 and $0.2403.

Dividends

The Company does not presently pay dividends on its common stock. The Company intends for the foreseeable future to continue the policy of retaining earnings, if any, to finance the development and growth of its business.

Recent Sales of Unregistered Securities

In February 2010 and March 2010, the Company sold an aggregate of 2,100,000 shares of common stock to investors for an aggregate purchase price of $525,000 in a private placement. In July 2010, the Company received $560,000 in exchange for warrants exercisable for the right to purchase 4,000,000 shares of the Company’s common stock in a private placement. In December 2010, the Company sold an aggregate of 1,000,000 shares of common stock and 500,000 warrants exercisable for $1 to investors for an aggregate purchase price of $500,000 in a private placement. In December 2010, the Company received $800,000 in exchange for warrants exercisable for the right to purchase 1,600,000 shares of the Company’s common stock in a private placement. These transactions were exempt from registration pursuant to Section 4(2) of the Securities Act.

During 2011 the Company issued 252,000 shares of common stock in exchange for services valued at $126,000.

During 2011 warrants in the amount of 611,000 were exercised into 2,986,385 shares of common stock.

During November 2012 the Company negotiated an extension of its notes payable of $1,100,000. As payment to extent these two notes the Company issued a total of 900,000 shares to the note holders.

ITEM 6.

SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Results of Operations

We had no revenues for ~~2011~~2012 and ~~2010~~2011. During ~~2011~~2012, the Company entered into ~~two~~a ~~letters~~letter of intent with ~~mines~~a mine owner in Pocone, Mato Grosso, Brazil~~. The~~, ~~Company~~which ~~has~~was ~~agreed~~subject to ~~purchase~~funding ~~additional~~the ~~capital~~project ~~equipment~~prior to ~~process~~year ~~gold~~end. The ~~from~~Company ~~the~~has ~~existing~~not ~~tailings. We~~been ~~will~~able ~~share~~to insecure ~~the~~funding ~~after~~and ~~tax~~the ~~net~~letter ~~profits~~of ~~from~~intent ~~these~~has ~~operations~~expired. WeThe ~~have~~Company ~~completed~~is ancontinuing ~~engineering~~to ~~study~~seek ~~with~~funding ~~positive results~~ and ~~have~~once ~~engaged~~established anwill ~~engineering~~work ~~firm~~ to doreestablish a ~~study~~new letter of ~~the entire tailings area~~intent. ~~The~~However, ~~construction~~it ofhas ~~the~~been ~~tailing~~very ~~processing~~difficult ~~facility can be completed in 6~~ to 12raise ~~months subject to final engineering studies and the raising of~~ capital towith ~~cover~~in the ~~costs~~current ~~of plant development and construction~~markets.

The Company is continuing to look for opportunities to create revenue, ~~and~~which ~~has~~included ~~several options it is~~ pursuing as acquisitions or joint ventures.

General and administrative expenses for the year ended December 31, ~~2011~~2012 and ~~2010~~2011 were $179,~~013~~501,~~472~~196 and $317,~~134~~013,~~967~~472, respectively. These costs are made up of audit, legal, salary and consulting fees, along with travel expenses looking for acquisitions.

Interest expense was $498,937 and $1,191,333 ~~and $0~~ for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively. All of the interest expense is loan interest from the notes payable the Company has incurred over the years. Included in the interest expense are warrants that were given as part of the loan agreement. The warrants were valued at the current market price as of the date of loans.

Interest income for the year ended December 31, ~~2011~~2012 and ~~2010~~2011 were, respectively, $~~1,492~~230 and $1,~~836~~492. This income is from interest bearing cash bank accounts.

The warrant derivative income or expense for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 were, respectively, gain of $610,~~317~~433,~~140~~970 and ~~loss~~ of $96,~~591~~317,~~573~~140. The warrant derivative day-one loss for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 were, respectively, $~~9,608,171~~0 and $29,~~362~~608,~~308~~171.

Liquidity and Capital Resources

We are a start-up company with limited operating history, limited revenue and have to rely on our ability to raise capital to fund operations and there can be no assurance we will ever reach profitability or be able to continue to raise capital to fund operations. With the commencement of our new business plan, we have limited operating history and experience in mining on which to make an investment decision. Failure to implement the business strategy could materially adversely affect our business, financial condition and results of operations. Through December 31, ~~2011~~2012, the Company’s business has not shown a profit in operations and has generated no revenue. If we cannot achieve operating profitability or raise capital, we may not be able to meet our working capital requirements, which could have a material adverse effect on our business operating results and financial condition resulting in the loss of an investors’ entire investment in us.

We need substantial additional capital to grow and fund our present and planned business and business strategy. Our current and planned operations contemplate funding with milestones of at least $5,000,000 in ~~2012~~2013. Failure to meet these funding milestones may have a significant adverse effect on our growth and anticipated revenues and we may have to curtail our business strategy. If we receive less funding than planned, we will have to revise our business model and reduce proposed expansion. Without significant funding, we will not be able to execute on our business operations and may be forced to cease operations. At this time, there can be no assurance we will be able to obtain the funding we need and even if we obtain such funding that it will be on terms and conditions favorable to us and our existing shareholders. Without funding we will not be able to proceed with planned operations or meet existing obligations.

The Company has financed its operations to date primarily through private placements of equity securities and current sales. During 2010, the Company sold an aggregate of 3,100,000 shares of common stock to investors for an aggregate purchase price of $1,025,000 in a private placement. The Company received $1,360,000 in exchange for warrants exercisable for the right to purchase 5,600,000 shares of the Company’s common stock in a private placement. The holder of these warrants may at any time exercise the warrants for common stock with no additional cash outlay. In August 2011 the Company entered into a 90 day note payable in the amount of $500,000. During October 2011 the Company entered into a 12 month note payable for $1,100,000, which proceeds were used to pay off early the 90 day note and operating capital. March 2, 2012, the Company accepted $380,000 in private placement funds from accredited investors in exchange for units consisting of seven hundred sixty thousand (760,000) shares of the Company’s common stock, plus three hundred eighty thousand (380,000) warrants with an exercise price of $1.00. During November 2012 the Company entered into several 12 month notes payable for an aggregate of $150,000. During November 2012, the Company negotiated an extension of two notes payable. The principal was increased from $550,000 to $756,250, or a total of $1,512,500. As part of this negotiation to extend the note, the Company agreed to pay a total of 900,000 shares of common stock. This inflow of cash will be used by the Company for research and develop mining ventures in South America.

The Company has made progress in creating relationships with Corporate and Tax Council, Banks, and Engineering firms within Brazil. ~~By having these areas completed, we have entered into our first two agreements and are in discussion with several other groups.~~ We will have to raise additional capital to fund ~~such~~ projects and would anticipate dilution to current investors as we seek additional equity capital.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS

The following constitutes a list of Financial Statements included in Part III of this Report beginning at page 16 of this Report:

ENSURGE, INC.

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	1612
Balance Sheets – December 31, 2012 and 2011	17
Consolidated Balance Sheets – December 31, 2012 and 2011	13
Statements of Operations – for the Years Ended December 31, 2012 and 2011	18
Consolidated Statements of Operations – for the Years Ended December 31, 2012 and 2011	14
Statements of Changes in Stockholders’ Deficit – for the Years Ended December 31, 2012 and 2011	19
Consolidated Statements of Changes in Stockholders’ Deficit – for the Years Ended December 31, 2012 and 2011	15
Statements of Cash Flows – for the Years Ended December 31, 2012 and 2011	20
Consolidated Statements of Cash Flows – for the Years Ended December 31, 2012 and 2011	16
Notes to Financial Statements	2117-3926

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Officers and Directors of Ensurge, Inc. Miami, Florida We have audited the accompanying balance sheets of Ensurge, Inc. ( an Exploration Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended and the period January 1, 2010 (inception of exploration stage) through December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ensurge, Inc. as of December 31, 2011 and 2010, and the results of its operations, and its cash flows for the years then ended and for the period January 1, 2010 (inception of exploration stage) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses from operations, has a liquidity problem, and requires funds for its operational activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Child, Van Wagoner & Bradshaw, PLLC Salt Lake City, Utah April 16, 2012

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE ~~SHEETS~~SHEET

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

	2011			2010
	2012			2011
ASSETS
Current Assets
Cash	$	~~214~~15,~~517~~252		$	1214,~~146,936~~517
Total Current Assets		~~214~~15,~~517~~252			1214,~~146,936~~517
Fixed assets (net of depreciation)		5749,~~936~~451			-57,936
Investment in mining rights projects		-			310,829
Total Other Assets		49,451			57,936
Total Other Assets		57,936			310,829
Total Assets	$	64,703		$	272,453
Total Assets	$	272,453		$	1,457,765
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Trade accounts payable	$	36171,~~214~~750		$	~~215~~36,~~451~~214
Accrued interest payable		18,333			-
Accrued liabilities		171,875			-
Notes payable		1,100,000			-
Accrued interest payable		14,771			18,333
Notes payable		1,662,500			1,100,000
Proceeds for common stock to be issued		1,360,000			1,360,000
Warrants derivative liability		11903,~~128,157~~142			1211,~~167~~128,~~402~~157
Total Current Liabilities		134,~~642~~284,~~704~~038			13,~~742~~642,~~853~~704
Stockholders' Deficit
Common stock - $0.001 par value; 100,000,000 shares authorized; 32,348,726 and 29,485,341 shares outstanding, respectively		32,348			29,485
Common stock - $0.001 par value; 100,000,000 shares authorized; 34,038,726 and 32,348,726 shares outstanding, respectively		34,038			32,348
Additional paid-in-capital		4655,~~494~~209,~~730~~889			2646,~~088~~494,~~412~~730
Accumulated deficit		(23,315,973	)		(23,315,973	)
Exploration stage deficit		(36,~~581~~147,~~356~~289	)		(1536,~~087~~581,~~012~~356	)
Total Stockholders' Deficit		(134,~~370~~219,~~251~~335	)		(1213,~~285~~370,~~088~~251	)
Total Liabilities and Stockholders' Deficit	$	~~272~~64,~~453~~703		$	1272,~~457,765~~453

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

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

							From Inception of
							Exploration Stage
							January 1, 2010
							through
	2011			2010			December 31, 2011
	2012			2011			December 31, 2012
Sales	$	-		$	-		$	-
Expenses
General and administrative		179,~~013~~501,~~472~~196			317,~~134~~013,~~967~~472			2029,~~148~~649,~~439~~635
Total Expenses		179,~~013~~501,~~472~~196			317,~~134~~013,~~967~~472			2029,~~148~~649,~~439~~635
Operating Loss		(179,~~013~~501,~~472~~196	)		(317,~~134~~013,~~967~~472	)		(2029,~~148~~649,~~439~~635	)
Other income (expense)
Gain (Loss) on derivative		610,~~317~~433,~~140~~970			(96,~~591~~317,~~573~~140	)		(37,~~274~~159,~~433~~537	)
Derivative day-one loss		~~(9,608,171~~-	)		(29,~~362~~608,~~308~~171	)		(11,970,479	)
Interest expense		(1498,~~191,333~~937	)		-(1,191,333	)		(1,~~191~~690,~~333~~270	)
Interest income		~~1,492~~230			1,~~836~~492			3,~~328~~558
Net Loss	$	(21,494,344	)	$	(15,087,012	)	$	(36,581,356	)
Net Income (Loss)	$	434,067		$	(21,494,344	)	$	(36,147,289	)
Basic and Diluted Net Gain (Loss) Per Common Share	$	(0.73	)	$	(0.54	)
Basic Net Gain (Loss) Per Common Share	$	0.01		$	(0.73	)
Basic and Diluted Weighted Average Common Shares Outstanding		29,548,448			27,705,752
Basic Weighted Average Common Shares Outstanding		33,006,622			29,548,448
Diluted Net Gain (Loss) Per Common Share		(0.01	)		(0.53	)
Diluted Weighted Average Common Shares Outstanding		41,358,316			40,298,726

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

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FROM INCEPTION OF EXPLORATION STAGE

JANUARY 1, 2010 TO DECEMBER 31, ~~2011~~2012

	Common Stock						Additional						Total
							Additional						Total
							Paid-in			Accumulated			Stockholders
	Common Stock						Paid-in			Accumulated			Stockholders
	Shares			Amount			Capital			Deficit			Deficit
Balance – January 1, 2010, Inception of Exploration Stage		26,035,341		$	26,035		$	23,266,514		$	(23,315,973	)	$	(23,424	)
Balance - January 1, 2010, Inception of Exploration Stage		26,035,341		$	26,035		$	23,266,514		$	(23,315,973	)	$	(23,424	)
Stock sold for cash		3,100,000			3,100			891,800			-			894,900
Stock issued for services		2,350,000			2,350			1,049,150			-			1,051,500
Purchase and cancel treasury stock		(2,000,000	)		(2,000	)		(58,000	)		-			(60,000	)
Purchase and cancel
treasury stock		(2,000,000	)		(2,000	)		(58,000	)		-			(60,000	)
Option expense		-			-			1,152,469			-			1,152,469
Warrants		-			-			(213,521	)		-			(213,521	)
Net (Loss)		-			-			-			(15,087,012	)		(15,087,012	)
Balance - December 31, 2010		29,485,341			29,485			26,088,412			(38,402,985	)		(12,285,088	)
Stock issued as exercise of warrants		2,986,385			2,986			5,396,791			-			5,399,777
Stock issued for services		252,000			252			745,548			-			745,800
Stock cancelled		(375,000	)		(375	)		375			-			-
Option expense		-			-			14,263,604			-			14,263,604
Net (Loss)		-			-			-			(21,494,344	)		(21,494,344	)
Balance - December 31, 2011		32,348,726		$	32,348		$	46,494,730		$	(59,897,329	)	$	(13,370,251	)
Stock sold for cash		760,000			760			170,284			-			171,044
Stock issued for services		30,000			30			14,970			-			15,000
Stock issued for interest expense		900,000			900			89,100			-			90,000
Option expense		-			-			8,440,805			-			8,440,805
Net Income		-			-			-			434,067			434,067
Balance - December 31, 2012		34,038,726		$	34,038		$	55,209,889		$	(59,463,262	)	$	(4,219,335	)

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

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

							From Inception of
							Exploration Stage
							January 1, 2010
							Through
	2011			2010			December 31, 2011
	2012			2011			December 31, 2012
Cash Flows From Operating Activities
Net loss	$	~~(21~~434,~~494,344~~067	)	$	(1521,~~087~~494,~~012~~344	)	$	(36,~~581~~147,~~356~~289	)
Adjustments to reconcile net gain to net cash used in operating activities:
Common stock and options issued for services		168,~~078~~455,~~905~~805			216,~~203~~078,~~969~~905			1826,~~282~~738,~~874~~679
Warrant derivative liability		(610,~~317~~433,~~140~~971	)		9(6,~~591~~317,~~573~~140	)		3(7,~~274~~159,~~433~~538	)
Derivative day-one loss		9,608,171			2,362,308			11,970,479
Depreciation expense		954			-			954
Changes in operating assets and liabilities:
Increase (decrease) in trade accounts payable		(179,237	)		206,765			27,528
Increase (decrease) in accrued liabilities		18,333			(14,738	)		3,595
Net Cash Used in Operating Activities		(2,284,358	)		(737,135	)		(3,021,493	)
Cash Flows From Investing Activities
Investment in fixed assets		(58,890	)		-			(58,890	)
Investment in mining rights project		310,829			(310,829	)		-
Net Cash Provided (Used) by Investing Activities		251,939			(310,829	)		(58,890	)
Cash Flows From Financing Activities
Proceeds from notes payable		1,600,000			-			1,600,000
Repayments of notes payable		(500,000	)		-			(500,000	)
Proceeds from exercise of warrants for
common stock to be issued		-			1,360,000			1,360,000
Purchase treasury stock		-			(60,000	)		(60,000	)
Proceeds from issuance of common stock		-			894,900			894,900
Net Cash Provided (Used) by Financing Activities		1,100,000			2,194,900			3,294,900
Net Increase (decrease) in Cash		(932,419	)		1,146,936			214,517
Cash at Beginning of Period		1,146,936			-			-
Cash at End of Period	$	214,517		$	1,146,936		$	214,517
Cash paid for interest	$	61,000
Non-Cash Investing and Financing Activities:
Conversion of notes payable and accrued interest to common stock		-			1,971,480

Amortization of debt discount	110,000	-	110,000
Stock issued for interest	90,000	-	90,000
Non-cash interest expense	302,500	-	302,500
Derivative day-one loss	-	9,608,171	11,970,479

Depreciation expense		8,485			954			9,439
Changes in operating assets and liabilities:
Increase (decrease) in trade accounts payable		135,536			(179,237	)		163,064
Increase (decrease) in accrued expenses		(3,562	)		-			(3,562	)
Increase (decrease) in accrued liabilities		171,875			18,333			171,875
Net Cash Used in Operating Activities		(729,265	)		(2,284,358	)		(3,750,758	)
Cash Flows From Investing Activities
Investment in fixed assets		-			(58,890	)		(58,890	)
Investment in mining rights project		-			310,829			-
Net Cash Provided (Used) by Investing Activities		-			251,939			(58,890	)
Cash Flows From Financing Activities
Proceeds from notes payable		150,000			1,600,000			1,750,000
Repayments of notes payable		-			(500,000	)		(500,000	)
Proceeds from exercise of warrants for
common stock to be issued		-			-			1,360,000
Purchase treasury stock		-			-			(60,000	)
Proceeds from issuance of common stock		380.000			-			1,274,900
Net Cash Provided (Used) by Financing Activities		530,000			1,100,000			3,824,900
Net Increase (decrease) in Cash		(199,265	)		(932,419	)		15,252
Cash at Beginning of Period		214,517			1,146,936			-
Cash at End of Period	$	15,252		$	214,517		$	15,252

Non-Cash Investing and Financing Activities
None

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

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Liquidation – On October 16, 2000, iShopper.com, Inc. changed its name to Ensurge, Inc. Ensurge, Inc. 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 with the mining industry; accordingly, the accompanying financial statements are presented on a GAAP basis of accounting, rather than on a liquidation basis.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.

Basis of Presentation – Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has insufficient working capital and is sustaining losses, and therefore may be forced to discontinue operations. This fact raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to raise additional capital to complete its business plan.

Business Condition – The Company has suffered losses from operations, has had negative cash flows from operating activities for all periods since inception and has a working capital deficiency of $134,~~428~~219,~~187~~335 at December 31, ~~2011~~2012. The Company has issued a private placement memorandum to obtain investors. During 2010, the Company sold an aggregate of 3,100,000 shares of common stock to investors for an aggregate purchase price of $894,900 in a private placement. The Company received $1,360,000 in exchange for warrants exercisable for the right to purchase 5,600,000 shares of the Company’s common stock in a private placement. In August 2011 the Company entered into a 90 day note payable in the amount of $500,000. During October 2011 the Company entered into a two 12 month ~~note~~notes payable for an aggregate of $1,100,000, which proceeds were used to pay off early the 90 day note and operating capital. ~~The~~During ~~proceeds~~November of2012, the ~~financing~~Company ~~will~~negotiated bean ~~used~~extension of these two notes payable, which are due on March 15, 2013. The principal was increase from $550,000 per note to ~~help~~$756,250, ~~the~~or ~~Company~~a ~~maintain~~total ~~operations~~of ~~and~~$1,512,500. As part of this negotiation to ~~fund~~extend the ~~exploration~~note, ofthe ~~acquisition~~Company agreed to pay a total of ~~gold~~900,000 ~~tailings~~shares inof ~~Brazil~~common stock.

~~Stock-Based~~March ~~Compensation – Effective January 1~~2, ~~2006~~2012, the Company ~~adopted~~accepted $380,000 ~~“Share-Based~~in ~~Payment”~~private ~~(ASC~~placement ~~Topic~~funds ~~718)~~from ~~requiring~~accredited ~~that~~investors ~~compensation cost relating to share-based payment awards made to employees and directors be recognized~~ in ~~the~~exchange ~~financial~~for ~~statements.~~units ~~There~~consisting ~~were~~of ~~2,200,000~~seven ~~options~~hundred ~~granted~~sixty ~~during~~thousand ~~the year ended December 31~~(760, ~~2011 and 5,300,~~000) ~~options~~shares ~~granted~~of ~~during~~ the ~~year~~Company’s ~~ended~~common ~~December 31~~stock, ~~2010. As~~plus ~~part~~three ofhundred ~~the~~eighty ~~granting~~thousand ~~of these options~~(380,000) ~~there~~warrants ~~was~~with ~~recorded~~an aexercise ~~cost~~price of $~~14,263,604 and $~~1~~,152,469 and as payroll expense for the year ending December 31, 2011 and 2010, respectively~~.00. ~~These~~During ~~expenses~~November ~~were~~2012 ~~stock-based~~the ~~compensation~~Company ~~resulting~~entered ~~from~~into ~~the~~several ~~application~~12 ofmonth ~~ASC~~notes ~~Topic~~payable ~~718~~for ~~included~~an inaggregate ~~Statements~~ of ~~Operations~~$150,000. The ~~cost~~proceeds of ~~these~~the ~~and~~financing ~~future awards~~ will be ~~measured~~used atto ~~the~~help ~~grant date based on~~ the ~~calculated~~Company ~~fair~~maintain ~~value~~operations ofand ~~the award. The value of the portion of the award that is ultimately expected~~ to ~~vest~~fund ~~is recognized as expense over~~ the ~~requisite~~exploration ~~service periods (generally the vesting period~~ of ~~the~~acquisitions ~~equity award)~~ in ~~the Company's Statements of Operations~~Brazil.

Principles of Consolidation – The financial statements have been consolidated with its wholly owned subsidiary, Ensurge Brazil, LTDA., which was incorporated in Sao Paulo, Brazil on April 18, 2011. Currently the Brazil entity has no assets, liabilities, revenues or expenses.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

Stock-Based Compensation – Effective January 1, 2006, the Company adopted, “Share-Based Payment” (ASC Topic 718) requiring that compensation cost relating to share-based payment awards made to employees and directors be recognized in the financial statements. There were no options granted during the year ended December 31, 2012 and 2,200,000 options were granted during the year ended December 31, 2011. As part of the granting of these options and previous options vesting or time, there was recorded a cost of $8,440,804 and $14,263,604 and as payroll expense for the year ending December 31, 2012 and 2011, respectively. These expenses were stock-based compensation resulting from the application of ASC Topic 718 included in Statements of Operations. The cost of these and future awards will be measured at the grant date based on the calculated fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods (generally the vesting period of the equity award) in the Company's Statements of Operations.

Prior to January 1, 2006, the Company accounted for its stock options issued to directors, officers and employees under ASC Topic 835 and related interpretations. Under ASC Topic 835, compensation expense is recognized if an option’s exercise price on the measurement date is below the fair value of the Company’s common stock. The Company also accounted for options and warrants issued to non-

employees in accordance with ASC Topic 718 which required these options and warrants to be accounted for at their fair value.

Basic and Diluted Earnings 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. During ~~2011~~2012 the Company issued 21,~~945~~690,~~250~~000 common shares and 1380,~~900,~~000 warrants as part of private placement funding, debt financing and services. During ~~2010~~2011 the Company issued 32,~~450~~945,~~000~~250 common shares and 51,~~600~~900,000 warrants as part of a private placement funding.

Income Taxes – The Company recognizes an asset or liability for the deferred tax consequences of all temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the asset or liabilities are recovered or settled and for operating loss carry forwards. These deferred tax assets and liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse and the carry forwards are expected to be realized. Deferred tax assets are reviewed periodically for recoverability and a valuation allowance is provided as necessary.

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 our financial statements. The ASC does change the way the guidance is organized and presented.

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 No. 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”) 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. 2011-12 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.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

Accounting Standards Update (“ASU”) No. 2011-09 through ASU No. 2013-07 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 – INVESTMENT IN MINING RIGHTS

~~During~~It ~~2011~~is ~~and 2010~~ the Company’s ~~capitalized~~policy $0to ~~and~~capitalize ~~$310,829, respectively, of~~ engineering ~~mining~~ costs~~. The~~ ~~Company wrote off the 2010 capitalized cost during 2011, due to those projects~~ associated with ~~those~~a ~~cost~~project ~~not~~that ~~moving forward as of December 31, 2011. It~~ is ~~the~~put ~~Company’s~~under ~~policy~~contract ~~to capitalize engineering costs~~ and amortize it over the life of the project. The Company will complete an impairment analysis at the end of each year. During 2012 and 2011, the Company had mining development and engineering expenses related to research of new projects of $106,592 and $932,850, respectively.

NOTE 3 – PROCEEDS FOR COMMON STOCK TO BE ISSUED

During 2012 the Company issued 30,000 shares of common stock in exchange for services valued at $15,000. The valuation was based on the market price at the date of services. During November 2012, the Company negotiated an extension of two notes payable. As part of this negotiation to extend the note, the Company agreed to pay a total of 900,000 shares of common stock. March 2, 2012, the Company accepted $380,000 in private placement funds from accredited investors in exchange for units consisting of seven hundred sixty thousand (760,000) shares of the Company’s common stock, plus three hundred eighty thousand (380,000) warrants with an exercise price of $1.00.

During 2011, the Company issued 252,000 shares of common stock in exchange for services valued at $745,800. The valuation was based on the market price at the date of services. The Company cancelled 375,000 shares of common stock, which had been issued as part of a consulting agreement. The conditions of the agreement were never fulfilled, so the agreement and the shares associated were cancelled. In August 2011 the Company entered into a 90 day note payable with interest and warrants payable. After the note was fully paid, the note holder decided to exercise the warrants, using the cashless exercise option of the agreement. As part of the cashless exercise the note holder received 2,945,250 shares of common stock.

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. In December 2010, the Company received $800,000 in exchange for warrants exercisable for the right to purchase 1,600,000 shares of the Company’s common stock in a private placement. The cash has been received, however the warrants have not been exercised thus the common stock has not been issued to the purchaser. The nature of this warrant requires the Company to record a Warrant Derivative Liability. The valuation of the derivative is based on using the lattice model for SEC reporting purposes.

NOTE 4 – WARRANT DERIVATIVE LIABILITY

As part of the warrants to be issued for common stock in Note 3, the nature of the warrant requires the Company to record a Warrant Derivative Liability in the amount of $11,128,157 and $12,167,402 at December 31, 2011 and 2010, respectively. The valuation of the derivative is based on using the lattice model for SEC reporting purposes. The warrant derivative liability is based on the price the stock is trading on the day the warrants are issued and again at the end of each quarter and year end. Due to the stock having large swings, the warrant derivative liability has large swings also, which create large losses and gains.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

~~COMMON~~During ~~STOCK~~July ~~WARRANTS~~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. In December 2010, the Company received $800,000 in exchange for warrants exercisable for the right to purchase 1,600,000 shares of the Company’s common stock in a private placement. The cash has been received, however the warrants have not been exercised thus the common stock has not been issued to the purchaser. The nature of this warrant requires the Company to record a Warrant Derivative Liability. The valuation of the derivative is determined using the lattice model.

~~The~~NOTE ~~Company~~4 ~~has~~– ~~issued~~WARRANT ~~warrants~~DERIVATIVE ~~to purchase a total of 7,950,000 shares of its common stock.~~LIABILITY

~~Warrants~~As –part Weof ~~have~~the ~~granted~~warrants ~~outstanding~~to ~~warrants~~be issued for common stock in Note 3, the ~~purchase~~nature of the warrant requires the Company to record a ~~total~~Warrant Derivative Liability in the amount of 7$903,~~950~~142 and $11,~~000~~128,157 ~~shares~~at ofDecember ~~our~~31, ~~common~~2012 ~~stock~~and 2011, ~~all~~respectively. The valuation of ~~which~~the derivative is determined using the lattice model. The lattice model is based on the price the stock is trading on the day the warrants are ~~exercisable~~issued ~~anytime~~and ~~until~~again ~~their~~at ~~respective~~the ~~expiration~~end ~~dates~~of each quarter and year end. Due to the stock price having large swings, the warrant derivative liability has large swings also, which create large losses and gains.

Date of issuance	Stock price at valuation date of December 31, 2011		Exercise price		Term	Risk free rate			Volatility			Value		# of Warrants
October 28, 2011	$	1.40	$	1.00	5 Year		0.83	%		261	%	$	2,659,229		1,900,000
December 30, 2010	$	1.40	$	0.50	5 Year		0.83	%		261	%	$	2,239,577		1,600,000
December 9, 2010	$	1.40	$	1.00	5 Year		0.83	%		261	%	$	629,817		450,000
July 27, 2010	$	1.40	$	0.14	5 Year		0.83	%		261	%	$	5,599,534		4,000,000
Total												$	11,128,157		7,950,000

NOTE 5 COMMON STOCK WARRANTS AND OPTIONS

~~The~~As ~~following~~of isDecember a31, ~~summary~~2012 of the Company’s had common stock warrants outstanding as of ~~December 31~~8, ~~2011~~330,000 ~~adjusted~~and ~~for~~outstanding ~~any~~options ~~changes~~of in7,500,000. Warrants ~~the~~have ~~exercise~~a ~~price~~term of ~~the~~5 ~~stock~~years ~~warrants:~~and options have a term of 10 years.

Warrants Outstanding											Warrants Exercisable
		Options							Warrants
Range of exercise price				Number Oustanding			Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price			Number Exercisable			Weighted Average Exercise Price
		12/31/2012				12/31/2011			12/31/2012			12/31/2011
$	0.14 to $1.00				7,950,000		4.15 years	$	0.47			7,950,000		$	0.47
Beg Bal			7,500,000				5,300,000			7,950,000			6,100,000
				Exercise Price				$	0.14 to $1.00
Issued			-				2,200,000			380,000			2,461,000
				Term				Five years
Exercised			-				-			-			611,000
				Volatility					261	%
Cancelled			-				-			-			-
				Dividends					0	%
End Bal			7,500,000				7,500,000			8,330,000			7,950,000
Exercisable			7,500,000				5,925,000			8,330,000			7,950,000

~~NOTE~~Warrants 5 – ~~ISSUANCE~~We OFhave ~~STOCK~~granted outstanding warrants for the purchase of a total of 8,330,000 shares of our common stock, all of which are exercisable anytime until their respective expiration dates

Date of issuance	Stock price at valuation date of December 31, 2012		Exercise price		Term	Risk free rate			Volatility			Value		# of Warrants
March 2, 2012	$	0.11	$	1.00	5 Year		0.83	%		261	%	$	-		380,000
October 28, 2011	$	0.11	$	1.00	5 Year		0.83	%		261	%	$	-		1,900,000
December 30, 2010	$	0.11	$	0.50	5 Year		0.83	%		261	%	$	-		1,600,000
December 9, 2010	$	0.11	$	1.00	5 Year		0.83	%		261	%	$	-		450,000
July 27, 2010	$	0.11	$	0.14	5 Year		0.83	%		261	%	$	-		4,000,000
Total												$	-		8,330,000

The following is a summary of the Company’s stock warrants outstanding as of December 31, 2012, adjusted for any changes in the exercise price of the stock warrants:

Warrants Outstanding				Warrants Exercisable
Range of exercise price	Number Oustanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercise Price

$0.14 to $1.00	8,330,000	3.26 years	$ 0.49	8,330,000	$ 0.49

	Exercise Price		$0.14 to $1.00
	Term		Five years
	Volatility		261%
	Dividends		0%

The following is a summary of the Company’s stock options outstanding as of December 31, 2012, adjusted for any changes in the exercise price of the stock options:

Options Outstanding				Options Exercisable
Range of exercise price	Number Oustanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercise Price

$0.14 to $0.50	7,500,000	8.06 years	$ 0.25	7,500,000	$ 0.25

	Exercise Price		$0.14 to $0.50
	Term		Ten years
	Volatility		261%
	Dividends		0%

NOTE 6 – ISSUANCE OF STOCK

During 2011, the Company issued 252,000 shares of common stock in exchange for services valued at $745,800. The valuation was based on the market price at the date of services. The Company issued 2,945,250 shares of common stock as part of cashless exercise of warrants. These warrants were issued combined with a 90 day debt financing.

20During 2011, 2,200,000 options were granted to officers at $0.50 per share. The value of $11,450,000 was charged to expense along with $2,813,604 related to the 2010 options. During 2012 $8,440,804 was charged to expense related to 2010 options. These valuations are based on the Black Sholes model; however the exercise price was based on the grant date fair market value of the common stock.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

~~During~~NOTE 7 ~~the~~– ~~month~~EQUITY of July 2010, the Company issued 1,500,000 shares of common stock at a value of $0.51 to its Officers for a total value of $765,000 for services rendered. During the month of August, the Company issued 3,000,000 options at a price of $0.14 to its Officers for a total value of $688,417 for services rendered, which was charged to expense. In November 2010 the Company issued 2,300,000 options at a price of $0.14 to its Officers and an employee for a total value of $11,254,408. $464,052 was charged to expense in 2010. During 2011, 2,200,000 options were granted to officers at $0.50 per share. The value of $11,450,000 was charged to expense along with $2,813,604 related to the 2010 options. These valuations are based on the Black Sholes model for SEC reporting purposes; however the exercise price was based on fair market value.TRANSACTIONS

~~NOTE~~During 62012 –the ~~EQUITY~~Company ~~TRANSACTIONS~~issued 30,000 shares of common stock to Andrew Barwicki in exchange for services valued at $15,000 for investor relation consulting services. The valuation was based on the market price at the date of services.

During November 2012, the Company negotiated an extension of two notes payable. As part of this negotiation to extend the note, the Company agreed to pay a total of 900,000 shares of common stock.

March 2, 2012, the Company accepted $380,000 in private placement funds from accredited investors in exchange for units consisting of seven hundred sixty thousand (760,000) shares of the Company’s common stock, plus three hundred eighty thousand (380,000) warrants with an exercise price of $1.00. The Company believes the sale is exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering.

In January 2011, the Company entered into a contract with Cameron Associates, Inc. for investor relation consulting services. The Company paid Cameron Associates a one-time payment of 150,000 shares of the Company’s common stock.

In April 2011, the Company entered into an agreement with ProActive Capital Resources Group for consulting services with a one-time payment of 75,000 shares of the Company’s common stock.

In July 2011, the Company paid outstanding invoices using common stock to the Company’s legal counsel, Randal Edwards. The total amount paid was $13,500 at a price of $0.50 for a total of 27,000 shares of the Company’s common stock. However, we valued this transaction for the financial statements using the closing trade price on that day of $5.40 for total expense of $145,800.

During the month of July 2011, 375,000 shares of the Company’s common stock were returned to treasury, due to a consulting agreement which was not consummated.

In August 2011 the Company entered into two 90 day convertible Notes Payable for $280,500 each, from Bristol Investment Funds and St. George Investments. These notes also include 280,500 warrants each for a total of 561,000 warrants at an exercise price of $1.00 per share. Using the Lattice model, we valued these warrants based on the closing price of the market at $3.00 for additional interest expense of $1,122,000, which equates to an effective interest rate of 3,310%. During December 2011, these warrants were exercised using the cashless exercise provision within the agreement and a total of 2,945,250 shares of common stock were issued.

During the month of October 2011 the Company entered into two twelve month convertible Notes Payable for $605,000 each, for a total funding of $1,210,000, with an initial issue discount of 10% and total proceeds of $1,100,000. These notes may be converted at a fixed price of $1.50 per share of the Company’s common stock. However, if the Company obtained other financing at a lower price, then the shares issued would be adjusted to reflect the price difference. These notes also include 950,000 warrants each for a total of 1,900,000 warrants at an exercise price of $1.00 per share and have a cashless exercise provision. In case of default the Note may be converted into common stock at $1.50 per share or 80% of the current market bid price, whichever is lower.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Effective February 5, 2010, the Company accepted private placement funds from an institutional investor. A total of $525,000 was received in exchange, for which the Company issued two million (2,100,000) shares of the Company’s common stock. The Company believes the sale is exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering.

Effective July 30, 2010, the Company accepted private placement funds from an institutional investor. A total of $560,000 was received in exchange for warrants exercisable for the right to purchase four million (4,000,000) shares of the Company’s common stock. No additional consideration is required to exercise the warrants. The Company believes the conversions are exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering.

Effective December 9, 2010, the Company accepted private placement funds from accredited investors. A total of $500,000 was received in exchange for units consisting of one million (1,000,000) shares of the Company’s common stock, plus five hundred thousand (500,000) warrants with an exercise price of $1.00. The warrants are exercisable over a term of five years. All investors were “accredited investors.” The Company believes the sale of the units are exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering as well as Regulation D, Rule 506.

Effective December 30, 2010, the Company accepted private placement funds from an institutional investor. A total of $800,000 was received in exchange for warrants exercisable for the right to purchase one million six hundred thousand (1,600,000) shares of the Company’s common stock. No additional consideration is required to exercise the warrants. The Company believes the conversions are exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering.

NOTE 7 – NOTES PAYABLE

During the month of October 2011 the Company entered into two twelve month convertible Notes Payable for $605,000 each, for a total funding of $1,210,000, with an initial issue discount of 10% and total proceeds of $1,100,000, which are collateralized by all the assets of the Company. These notes may be converted at a fixed price of $1.50 per share of the Company’s common stock. However, if the Company obtained other financing at a lower price, then the shares issued would be adjusted to reflect the price difference. These notes also include 950,000 warrants each for a total of 1,900,000 warrants at an exercise price of $1.00 per share and have a cashless exercise provision. In case of default the Note may be converted into common stock at $1.50 per share or 80% of the current market bid price, whichever is lower.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

ADuring the month of October 2011 the Company entered into two twelve month convertible Notes Payable for $605,000 each, for a total funding of $~~561~~1,210,000, with an initial issue discount of ~~these~~10% ~~funds~~and ~~were~~total ~~used~~proceeds toof ~~pay~~$1,100,000. These ~~back~~notes may be converted at a fixed price of $1.50 per share of the 90Company’s ~~day~~common ~~convertible~~stock. However, ~~Notes~~if ~~Payable~~the Company obtained other financing at a lower price, ~~which~~then ~~were~~the ~~paid~~shares inissued ~~full~~would onbe ~~October~~adjusted 31to reflect the price difference. These notes also include 950,000 ~~2011~~warrants each for a total of 1,900,000 warrants at an exercise price of $1.00 per share and have a cashless exercise provision. In case of default the Note may be converted into common stock at $1.50 per share or 80% of the current market bid price, whichever is lower.

NOTE 8 – ~~PROVISION~~NOTES ~~FOR INCOME TAXES~~PAYABLE

~~The~~During ~~Company~~November ~~has~~2012, ~~operating~~the ~~loss~~Company ~~carry~~negotiated ~~forwards~~an extension of ~~approximately~~the ~~$9,437,000~~two atOctober ~~December~~2011 ~~31,~~notes ~~2011~~payable. The ~~operating~~principal ~~loss~~was ~~carry~~increased ~~forwards expire~~ from ~~2020~~$550,000 ~~through~~per ~~2031.~~note ~~Substantially~~to ~~all~~$756,250, ofor ~~the~~a ~~operating~~total ~~loss~~of ~~carry~~$1,512,500 ~~forwards~~with ~~are~~an ~~limited~~annual ininterest ~~the~~rate ~~availability for use by the Company. The net deferred tax asset consisted~~ of ~~the following at December 31, 2011 and 2010:~~10%.

Deferred Tax Asset	2011			2010
Operating loss carry forwards	$	3,208,580		$	2,876,740
Depreciation		-			-
Total Deferred Tax Asset		3,208,580			2,876,740
Valuation Allowance		(3,208,580	)		(2,876,740	)
Net Deferred Tax Asset	$	-		$	-

During November 2012 the Company entered into several 12 month notes payable for an aggregate of $150,000, with an annual interest rate of 10%.

~~During~~In August 2011 the Company entered into two 90 day convertible Notes Payable for $280,500 each, from Bristol Investment Funds and ~~2010~~St. George Investments. These notes also include 280,500 ~~the~~warrants ~~valuation~~each ~~allowance~~for ~~increased~~a bytotal of 561,000 warrants at an exercise price of $1.00 per share. Using the Lattice model,~~339,501~~ ~~and~~we valued these warrants based on the closing price of the market at $~~292~~3.00 for additional interest expense of $1,~~740~~122, ~~respectively~~000, ~~principally~~which ~~due~~equates to an effective interest rate of 3,310%. During December 2011, these warrants were exercised using the ~~utilization~~cashless exercise provision within the agreement and a total of ~~operating~~2,945,250 ~~losses~~shares of common stock.

~~The~~During ~~following~~the ismonth of October 2011 the Company entered into two twelve month convertible Notes Payable for $605,000 each, for a ~~reconciliation~~total funding of $1,210,000, with an initial issue discount of 10% and total proceeds of $1,100,000, which are collateralized by all the ~~amount~~assets of ~~tax~~the ~~benefit~~Company. These ~~that~~notes ~~would~~may ~~result~~be ~~from~~converted ~~applying~~at a fixed price of $1.50 per share of the ~~federal~~Company’s ~~statutory~~common ~~rate~~stock. However, if the Company obtained other financing at a lower price, then the shares issued would be adjusted to ~~pretax~~reflect ~~loss~~the ~~from~~price ~~continuing~~difference. These ~~operations~~notes ~~with~~also include 950,000 warrants each for a total of 1,900,000 warrants at an exercise price of $1.00 per share and have a cashless exercise provision. In case of default the ~~benefit~~Note ~~from~~may ~~income~~be ~~taxes~~converted ~~attributable~~into common stock at $1.50 per share or 80% of the current market bid price, whichever is lower. A total of $561,000 of these funds were used to ~~continuing~~pay ~~operations:~~back the 90 day convertible Notes Payable, which were paid in full on October 31, 2011.

	2011			2010
Income tax (benefit) at statutory rate (34%)	$	(7,308,077	)	$	(5,129,584	)
Benefit of operating loss carry-forwards		-			-
Expenses not currently deductible		5,968,576			4,836,844
Change in valuation allowance		1,339,501			292,740
State tax (benefit), net of federal tax effect		-			-
Net Benefit (Expenses) From Income Taxes	$	-		$	-

NOTE 9 – PROVISION FOR INCOME TAXES

The ~~change~~Company has operating loss carry forwards of approximately $9,967,000 at December 31, 2012. The operating loss carry forwards expire from 2021 through 2032. Substantially all of the operating loss carry forwards are limited in ~~business~~the ~~activities~~availability ~~will~~for ~~also~~use ~~limit~~by the ~~amount~~Company. The net deferred tax asset consisted of ~~NOL~~the ~~that~~following ~~can~~at beDecember ~~utilized.~~31, 2012 and 2011:

NOTE 9 – COMMITMENTS AND CONTINGENCIES

None

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

NOTE 10 – RESTATEMENT OF MARCH 31, 2011, JUNE 30, 2011, AND SEPTEMBER 30, 2011 FINANCIAL STATEMENTS (UNAUDITED)

Deferred Tax Asset	2012			2011
Operating loss carry forwards	$	4,383,290		$	3,853,118
Depreciation		-			-
Total Deferred Tax Asset		4,383,290			3,853,118
Valuation Allowance		(4,383,290	)		(3,853,118	)
Net Deferred Tax Asset	$	-		$	-

~~Subsequent~~During to2012 ~~the issuance of the December 31, 2011 financial statements, the auditors~~ and ~~management determined that warrant derivatives were not recorded properly during~~ 2011~~. The financial statements have been revised to accurately record the transactions. Accordingly~~, the ~~balance~~valuation ~~sheets~~allowance asincreased ofby ~~March 31~~$530,172 ~~2011, June 30, 2011~~ and ~~September 30~~$976,378, ~~2011 and the statement of operations~~respectively, ~~and~~principally ~~statement~~due ofto ~~cashflows for~~ the ~~three,~~operating ~~six and nine months ended March 31, 2011, June 30, 2011 and September 30, 2011 have been revised as follows:~~losses.

The following is a reconciliation of the amount of tax benefit that would result from applying the federal statutory rate to pretax loss from continuing operations with the benefit from income taxes attributable to continuing operations:

	2012			2011
Income tax (benefit) at statutory rate (34%)	$	(530,172	)	$	(976,378	)
Benefit of operating loss carry-forwards		-			-
Expenses not currently deductible		-			-
Change in valuation allowance		530,172			976,378
State tax (benefit), net of federal tax effect		-			-

Net Benefit (Expenses) From Income Taxes	$	-		$	-

NOTE 10 – COMMITMENTS AND CONTINGENCIES

As part of our notes payable agreement, these parties are entitled to royalty payments per the terms of each agreement. These royalties are based upon the contract between the wholly owned subsidiary, Ensurge Brasil, LTDA, and the mine owner in Brazil. However, this contract has currently expired and the Company feels there is no further obligation or liabilities to either the mine owner or the note holders for these royalties.

NOTE 11 – LEGAL ISSUES

On March 25, 2013 a Complaint was filed against Ensurge, by Randall K. Edwards and Gaia, Silva, Gaede & Associates in the amount of $74,924 and $18,627, respectively. These are liabilities for services performed, however, due to lack of funding the Company has not been able to pay these amount owed. These liabilities are booked as part of accounts payable.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012 AND ~~2010~~2011

~~Ensurge,~~NOTE ~~Inc.~~12 – SUBSEQUENT EVENTS

~~(An~~During ~~Exploration~~April ~~Stage~~2013, the Company) entered into a 60 day note payable in the amount of $15,000, with an annual interest rate of 10%.

~~BALANCE~~On ~~SHEET~~May 8, 2013, in order to more fully devote his time and attention to the funding and opportunities of the Company’s Brazilian subsidiary, Ensurge Brasil LTDA, the Company has accepted the resignation of Jordan Estra as the Company’s Director and President/CEO and caused his appointment to the Board of Directors of its subsidiary Ensurge Brasil LTDA. The Company’s CFO, Jeff Hanks, shall be the Company’s acting President until replacement.

~~MARCH~~On 31May 9, ~~2011~~2013, the Company entered into a 6 month note payable in the amount of $23,000, with Workhorse Capital Leasing, LLC, with an annual interest rate of 22%.

Assets	Restated 2011			Original 2011			Effect of Changes
Current Assets
Cash	$	577,565		$	577,565		$	-
Total Current Assets		577,565			577,565			-
Investment in mining rights project		550,003			550,003			-
Total Other Assets		550,003			550,003			-
Total Assets	$	1,127,568		$	1,127,568		$	-
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Trade accounts payable	$	189,391		$	189,391		$	-
Proceeds for common stock to be issued		1,360,000			1,360,000			-
Warrants derivative liability		20,150,733			2,647,045			(17,503,688	)	(1	)
Total Liabilities		21,700,124			4,196,436			(17,503,688	)	(1	)
Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 100,000,000 shares authorized; 29,635,341 and
29,485,341 shares issued and outstanding		29,635			29,635			-
Additional paid-in capital		27,091,663			24,143,947			2,947,716		(1	)
Accumulated deficit		(23,315,973	)		(23,315,973	)		-
Exploration stage deficit		(24,377,881	)		(3,926,477	)		(20,451,404	)	(1	)
Total Stockholders’ Equity (Deficit)		(20,572,556	)		(3,068,868	)		(17,503,688	)	(1	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	1,127,568		$	1,127,568		$	-

On May 15, 2013, the Company entered into an agreement with Next View Capital, LP and Zadar, LLC, which have notes payable with an aggregate total of $ $1,512,500. As part of this agreement, these two notes will moved to the Company’s wholly owned subsidiary, Ensurge Brasil, LTDA, thereby releasing Ensurge, Inc. of this Liability. As part of this agreement the Company will issue 1,000,000 shares of common stock to each note holder.

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2011

	Restated 2011			Original 2011			Effect of Change
Sales	$	-		$	-		$	-
Cost of Sales		-			-			-
Gross Profit		-			-			-
Expenses
General and Administrative expenses		1,308,395			394,640			913,755		(1	)
Total Expenses		1,308,395			394,640			913,755		(1	)
Operating Loss		1,308,395			(394,640	)		913,755		(1	)
Other Income (Expense)
Warrant derivative loss		(7,983,331	)		(42,015	)		(7,941,316	)	(1	)
Interest income		856			856			-
Net Loss	$	(9,290,870	)	$	(435,799	)	$	(8,855,071	)	(1	)

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2011

Cash Flows from Operating Activities:	2011 2011 (Restated) (Original)						Effect of Change
Net (Loss)	$	(9,290,870	)	$	(435,799	)	$	(8,855,071	)	(1	)
Adjustments to Reconcile Net (Loss) to Net Cash used by Operating Activities:
Common stock issued for services		89,647			89,647			-		(1	)
Warrant derivative expense		8,897,086			42,015			8,855,071		(1	)
Changes in Operating Assets and Liabilities:
Increase (decrease) in trade accounts payable		(44,776	)		(44,776	)		-
Increase (decrease) in accrued liabilities		-			-			-
Net Cash (Used) by Operating Activities		(348,913	)		(348,913	)		-
Cash Flows from Investing Activities:
Investment in mining rights project		(220,458	)		(220,458	)		-
Net Cash (Used) by Investing Activities:		(220,458	)		(220,458	)		-
Cash Flows from Financing Activities:
Proceeds from exercise of warrants for
common stock to be issued		-			-			-
Purchase treasury stock		-			-			-
Proceeds from issuance of common stock		-			-			-
Net Cash Provided by Financing Activities:		-			-			-
Net Decrease in Cash		(569,371	)		(569,371	)		-
Cash, Beginning of Period		1,146,936			1,146,936			-
Cash, End of Period	$	577,565		$	577,565		$	-

Note (1)

Part of the change is due to the December 31, 2010 10-K/A being amended subsequent to the March 10-Q. Thus, part of the change in the warranty liability is due to the change which was made as part of the amended December 31, 2010 10-K/A. This change is a result of recording the additional warrant derivative of $7,941,316 and option expense of $913,755. As of March 31, 2011, due to management’s analysis, the derivative has increased by $7,983,331 for a total derivative liability of $20,150,733. These changes affected warrant derivative liability, additional paid-in-capital, and other income

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

BALANCE SHEET

JUNE 30, 2011

	Restated 2011			Original 2011			Effect of Changes
Assets
Current Assets
Cash	$	78,836		$	78,836		$	-
Total Current Assets		78,836			78,836			-
Net Fixed Assets		3,499			3,499			-
Investment in mining rights project		648,767			648,767			-
Total Other Assets		652,266			652,266			-
Total Assets	$	731,102		$	731,102		$	-
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Trade accounts payable	$	185,073		$	185,073		$	-
Proceeds for common stock to be issued		1,360,000			1,360,000			-
Warrants derivative liability		30,141,599			2,729,975			(27,411,624	)	(2	)
Total Liabilities		31,686,672			4,275,048			(27,411,624	)	(2	)
Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 100,000,000 shares authorized; 29,710,341 and
29,485,341 shares issued and outstanding		29,710			29,710			-
Additional paid-in capital		39,544,989			25,253,611			14,291,378		(2	)
Accumulated deficit		(23,315,973	)		(23,315,973	)		-
Exploration stage deficit		(47,214,296	)		(5,511,294	)		(41,703,002	)	(2	)
Total Stockholders’ Equity (Deficit)		(30,955,570	)		(3,543,946	)		(27,411,624	)	(2	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	731,102		$	731,102		$	-

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

	Restated 2011			Original 2011			Effect of Change
Sales	$	-		$	-		$	-
Cost of Sales		-			-			-
Gross Profit		-			-			-
Expenses
General and Administrative expenses		14,154,356			1,896,940			12,257,416		(2	)
Total Expenses		14,154,356			1,896,940			12,257,416		(2	)
Operating Loss		14,154,356			1,896,940			12,257,416		(2	)
Other Income (Expense)
Warrant derivative loss		(17,974,197	)		(124,945	)		(17,849,252	)	(2	)
Interest income		1,269			1,269			-
Net Loss	$	(32,127,284	)	$	(2,020,616	)	$	(30,106,668	)	(2	)

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

Cash Flows from Operating Activities:	2011 (Restated)			2011 (Original)				Effect of Change
Net (Loss)	$	(32,127,284	)		$	(2,020,616	)	$	(30,106,668	)	(2	)
Adjustments to Reconcile Net (Loss) to Net Cash used by Operating Activities:
Common stock issued for services		1,222,626				1,222,626			-
Warrant derivative expense		30,231,613				124,945			30,106,668		(2	)
Accumulated Depreciation		318				318			-
Changes in Operating Assets and Liabilities:
Increase (decrease) in trade accounts payable		(11,620	)			(11,620	)		-
Increase (decrease) in accrued liabilities		-				-			-
Net Cash (Used) by Operating Activities		(684,347	)			(684,347	)		-
Cash Flows from Investing Activities:
Investing in fixed assets		(3,817	)			(3,817	)		-
Investment in mining rights project		(379,936	)			(379,936	)		-
Net Cash (Used) by Investing Activities:		(383,753	)			(383,753	)		-
Cash Flows from Financing Activities:
Proceeds from exercise of warrants for
common stock to be issued		-				-			-
Purchase treasury stock		-				-			-
Proceeds from issuance of common stock		-				-			-
Net Cash Provided by Financing Activities:		-				-			-
Net Increase in Cash		(1,068,100	)			(1,068,100	)		-
Cash, Beginning of Period		1,146,936				1,146,936			-
Cash, End of Period	$	78,836			$	78,836		$	-

Note (2)

Part of the change is due to the December 31, 2010 10-K/A being amended subsequent to the June 10-Q. Thus, part of the change in the warranty liability is due to the change which was made as part of the amended December 31, 2010 10-K/A. The change is a result of recording the additional warrant derivative of $17,849,252 and option expense of $12,257,416. As of June 30, 2011, due to management’s analysis, the derivative has increased by $17,974,197 for a total derivative liability of $30,141,599. These changes affected warrant derivative liability, additional paid-in-capital, and other income

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

BALANCE SHEET

SEPTEMBER 30, 2011

	Restated 2011			Original 2011			Effect of Changes
Assets
Current Assets
Cash	$	9,660		$	9,660		$	-
Total Current Assets		9,660			9,660			-
Net Fixed Assets		3,181			3,181			-
Investment in mining rights project		886,753			886,753			-
Total Other Assets		889,934			889,934			-
Total Assets	$	899,594		$	899,594		$	-
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Trade accounts payable	$	91,048		$	91,048		$	-
Convertible notes payable and accrued interest		534,948			534,948			-
Proceeds for common stock to be issued		1,360,000			1,360,000			-
Warrants derivative liability		58,829,443			39,932,045			(18,897,398	)	(3	)
Total Liabilities		60,815,439			41,918,041			(18,897,398	)	(3	)
Stockholders’ Equity (Deficit)
Common stock - $0.001 par value; 100,000,000 shares authorized; 29,362,341 and
29,485,341 shares issued and outstanding		29,362			29,362			-
Additional paid-in capital		40,692,945			25,414,406			15,278,539		(3	)
Accumulated deficit		(23,315,973	)		(23,315,973	)		-
Exploration stage deficit		(77,322,179	)		(43,146,242	)		(34,175,937	)	(3	)
Total Stockholders’ Equity (Deficit)		(59,915,845	)		(41,018,447	)		(18,897,398	)	(3	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	899,594		$	899,594		$	-

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

	Restated 2011			Original 2011			Effect of Change
Sales	$	-		$	-		$	-
Cost of Sales		-			-			-
Gross Profit		-			-			-
Expenses
General and Administrative expenses		15,251,089			2,304,920			12,946,169		(3	)
Total Expenses		15,251,089			2,304,920			12,946,169		(3	)
Operating Loss		(15,251,089	)		(2,304,920	)		12,946,169		(3	)
Other Income (Expense)
Warrant derivative expense		(38,347,395	)		(35,667,963	)		(2,679,432	)	(3	)
Warrant derivative day one loss		(8,314,646	)		-			(8,314,646	)	(3	)
Interest expense		(323,355	)		(1,684,000	)		1,360,645		(3	)
Interest income		1,319			1,319			-
Net Loss	$	(62,235,166	)	$	(39,655,564	)	$	(22,579,602	)	(3	)

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

Ensurge, Inc.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

Cash Flows from Operating Activities:	2011 (Restated)			2011 (Original)			Effect of Change
Net (Loss)	$	(62,235,166	)	$	(39,655,564	)	$	(22,579,602	)	(3	)
Adjustments to Reconcile Net (Loss) to Net Cash used by Operating Activities:
Common stock issued for services		15,966,419			3,020,250			12,946,169
Warrant derivative expense		38,347,395			35,667,963			2,679,432		(3	)
Warrant derivative day one loss		6,954,001			-			6,954,001		(3	)
Accumulated Depreciation		636			636			-
Changes in Operating Assets and Liabilities:
Increase (decrease) in trade accounts payable		(16,553	)		(16,553	)		-
Increase (decrease) in accrued interest		24,948			24,948			-
Increase (decrease) in accrued liabilities		-			-			-
Net Cash (Used) by Operating Activities		(958,320	)		(958,320	)		-
Cash Flows from Investing Activities:
Investing in fixed assets		(3,817	)		(3,817	)		-
Investment in mining rights project		(685,139	)		(685,139	)		-
Net Cash (Used) by Investing Activities:		(688,956	)		(688,956	)		-
Cash Flows from Financing Activities:
Proceeds from exercise of warrants for
common stock to be issued		-			-			-
Proceeds from notes payable		510,000			510,000			-
Purchase treasury stock		-			-			-
Proceeds from issuance of common stock		-			-			-
Net Cash Provided by Financing Activities:		510,000			510,000			-
Net Increase in Cash		(1,137,276	)		(1,137,276	)		-
Cash, Beginning of Period		1,146,936			1,146,936			-
Cash, End of Period	$	9,660		$	9,660		$	-

Note (3)

Part of the change is due to the December 31, 2010 10-K/A being amended subsequent to the September 10-Q. Thus, part of the change in the warranty liability is due to the change which was made as part of the amended December 31, 2010 10-K/A. This change is a result of recording the additional warrant derivative and day-one loss of $10,994,078, option expense of $12,946,169 and decrease in interest expense of $1,360,645. As of September 30, 2011, due to management’s analysis, the derivative has increased by $46,662,041 for a total derivative liability of $58,829,443. These changes affected warrant derivative liability, additional paid-in-capital, and other income

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 11 – OTHER SIGNIFICANT ITEMS

None

NOTE 12 – COMMON STOCK WARRANTS AND OPTIONS

As of December 31, 2011 the Company had common stock warrants outstanding of 7,950,000 and outstanding options of 7,500,000. Warrants have a term of 5 years and options have a term of 10 years.

	Options				Warrants
	12/31/2011		12/31/2010		12/31/2011		12/31/2010
Beg Bal		5,300,000		-		6,100,000		-
Issued		2,200,000		5,300,000		2,461,000		6,100,000
Exercised		-		-		611,000		-
Cancelled		-		-		-		-
End Bal		7,500,000		5,300,000		7,950,000		6,100,000
Exercisable		5,925,000		3,275,000		7,950,000		6,100,000

The following is a summary of the Company’s stock options outstanding as of December 31, 2011, adjusted for any changes in the exercise price of the stock options:

Options Outstanding								Options Exercisable
Range of exercise price		Number Oustanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price			Number Exercisable		Weighted Average Exercise Price
$	0.14 to $0.50		7,500,000	8.94 years	$	0.25			5,925,000	$	0.27
		Exercise Price			$	0.14 to $0.50
		Term			Ten years
		Volatility				261	%
		Dividends				0	%

ENSURGE, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 13 – SUBSEQUENT EVENTS

In February 2012, the Company entered into a contract with Andrew Barwicki, Inc. for investor relation consulting services. The Company pays Andrew Barwicki a monthly fee along with a one-time payment of 30,000 shares of the Company’s common stock.

During the month of February the Company entered into a Letter of Intent with a privately owned gold mining company in Mato Grosso, Brazil to acquire a royalty based on gold production at an operating gold mine. Ensurge will acquire a royalty of 17% of gold production in exchange for a one time lump sum payment. Ensurge will also invest capital and provide new technology to increase mill throughput capacity and improve the recovery of gold in the current mill, by doing so the Ensurge royalty will increase to 41%. Further investment by Ensurge in additional mining equipment to increase mining output will increase the royalty to 43% of gold production.

Effective March 2, 2012, the Company accepted private placement funds from accredited investors. A total of $380,000 was received in exchange for units consisting of seven hundred sixty thousand (760,000) shares of the Company’s common stock, plus three hundred eighty thousand (380,000) warrants with an exercise price of $1.00. The warrants are exercisable over a term of five years. All investors were “accredited investors.” The Company believes the sale of the units are exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 (as amended), as a private transaction not involving a public offering as well as Regulation D, Rule 506.

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

3525

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company’s chief executive officer and chief financial officer (principal 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 December 31, ~~2011~~2012, 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, ~~2011~~2012 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.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

ITEM 9B.

OTHER INFORMATION

None

3627

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following sets forth certain information regarding the Company’s executive officers and directors as of December 31, ~~2011~~2012:

Name	Age		Director Since		Position
Jordan M. Estra		6566		2010	Chief Executive Officer, President, Director
Jeff A. Hanks		4546		2002	Chief Financial Officer, Secretary, Director

The biographies of each of the directors and executive officers below contains information regarding the person’s service, business experience, positions held currently or at any time during the last five years, and for each director or any nominee for director the particular experiences, qualifications, attributes or skills that caused the Board of Directors to determine that such person should serve as a director for the Company in ~~2011~~2012, and the names of other any other publicly-held companies of which such person served as a director in the past five years.

Jordan M. Estra, Chief Executive Officer, President, and Director:

Mr. Estra has had the following employment opportunities; Managing Director in the Private Equity group at Sutter Securities Incorporated, since May 2009, Managing Director at Jesup & Lamont Securities, Inc., from April 2007 to April 2009, Senior Vice President for Dawson James Securities, Inc., from September 2006 to March 2007 and Managing Director at Stanford Financial Group, from June 2003 to September 2006. He has focused on raising capital for emerging natural resource companies. Mr. Estra has been a leading research analyst and global metals/mining team leader for a number of major investment banks, including SG Warburg (now UBS), Merrill Lynch and BT Alex Brown (now Deutsche Bank). He began his career in the resources industry, at AMAX Inc., a global natural resources leader with interests in precious metals, copper, lead, zinc, coal, oil & gas, molybdenum, tungsten and iron ore. Mr. Estra held a number of positions in finance, marketing and strategic business development.

Mr. Estra graduated with high distinction from Babson College with a degree in International Economics and with honors from Columbia University’s Graduate School of Business. Mr. Estra served in the United States Army and has been a member of the American Institute of Mining, Metallurgical and Petroleum Engineers, the Foreign Policy Association, the New York Society of Security Analysts and the Stock & Bond Club of South Florida.

The Company believes Mr. Estra’s qualifications to sit on its Board of Directors include his experience in the natural resource industry, his background as a research analyst and his advanced education in management.

Other Directorships: Mr. Estra is a Director of Searchlight Minerals, Inc., and is Director and Non-Executive Chairman of Starcore International Mines, LTD, and is a member of the Advisory Board of RX Exploration, all publicly owned gold mining companies.

Jeff A. Hanks, CPA, Chief Financial Officer and Director:

Mr. Hanks has served as a member of the Board of Directors of the Company and as the Chief Financial Officer of the Company, since 2002. During this time the Company focused on several Mergers and Acquisitions. From 2002, until December, 2009, Mr. Hanks also served as the President of the Company. Prior to joining the Company in 2000, Mr. Hanks worked as a Controller and Chief Financial Officer for several mid-size growing companies. Mr. Hanks has also worked as a consultant and auditor for Deloitte & Touche, one the Big Four international accounting firms where he obtained his CPA license. He graduated from the University of Utah with a degree in Accounting. He is currently a member of the AICPA.

The Company believes Mr. Hanks’ qualifications to sit on its Board of Directors include his extensive audit and SEC experience, CPA license and his over 20 years of experience in finance and accounting and his senior executive experience with several companies, including eleven years with the Company.

Other Directorships: From March 2010 to Sept 2010, Mr. Hanks served as the Chief Financial Officer and a director for SMSA El Paso II Acquisition Corp., a development stage company in the oil, gas and mineral industry. He also serves as a Director and Treasurer for NAMI of Utah.

Term of Office

All directors serve until the next annual stockholders meeting or until their successors are duly elected and qualified. All officers serve at the discretion of the Board of Directors.

There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors during the period covered by this report.

Family Relationships

There are no family relationships between or among any of the Company's directors or executive officers.

Code of Ethics

The Company has not yet adopted a code of ethics. The Company intends to adopt a code of ethics in the near future.

Involvement in Certain Legal Proceedings

To the best of its knowledge, the Company’s directors and executive officers were not involved in any legal proceedings during the last 10 years as described in Item 401(f) of Regulation S-K.

3829

Compliance with Section 16(a) Beneficial Ownership Reporting.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and persons who own more than five percent of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of its common stock. Officers, directors and ten-percent or more beneficial owners of the Company’s common stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file and provide written representation that no Form 5 is required.

Jordan Estra and Jeff Hanks, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, both of whom are also directors of the Company, have represented to the Company that all filings of their Initial Statements of Beneficial Ownership on Form 3 have been filed. The Form 3 for each executive has been filed as of the date of this annual report on Form 10-K.

ITEM 11.

EXECUTIVE COMPENSATION

Jordan M. Estra was appointed President and Chief Executive Officer on July 1, 2010. He received compensation of $~~225~~121,~~000,~~875 ~~common stock and options valued at $7,131,802~~ for the year ended December 31, ~~2011~~2012. He received compensation of $93225,~~750~~000, common stock and options valued at $~~487~~7,~~463~~131,802 for the year ended December 31, ~~2010~~2011.

Jeff A. Hanks served as President of the Company until December 2009 and is currently the Chief Financial Officer. ~~During~~He ~~2011 he~~ received compensation of $~~150~~81,~~000,~~250 ~~common~~for ~~stock~~the ~~and~~year ~~options~~ended ~~valued~~December ~~at $7~~31,~~131,802~~ ~~for that time period~~2012. ~~During~~He ~~2010 he~~ received compensation of $87150,000, common stock and options valued at $~~417~~7,~~463~~131,802 for ~~that~~the ~~time~~year ~~period. He~~ended ~~did~~December ~~receive 400~~31,~~000~~ ~~shares of common stock in June 2009 in exchange for accrued compensation~~2011.

The value of the stock and options above were based on the market price at the date they were granted.

No other officer of the ~~company~~Company was compensated in excess of $100,000.

Michael B. Campbell was appointed President and Chief Executive Officer during the month of December 2009 and served through June 1, 2010, when he resigned. He received compensation of $75,000 during this time period.30

SUMMARY COMPENSATION TABLE

The following table sets forth certain summary information concerning the compensation paid or accrued for each of the Company’s last two completed fiscal years to the Company’s Chief Executive Officer and each of its other executive officers that received compensation in excess of $100,000 during such period (as determined at December 31, 2012, 2011, 2010 and 2009):

39 Summary Compensation Table

Summary Compensation Table
		Annual Compensation				Awards				Payouts
Name and Principal Position	Year	Salary		Bonus ($)		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified		All Other Compensation		Total
		($)				($) (3)		($) (3)		($)		Deferred		($)(4)		($)
												Compensation
												Earnings ($)
Jordan Estra,	2011		225,000		-0-		-0-		7,131,802		-0-		-0-		8,520		7,365,322
CEO/	2010		93,750		-0-		140,000		347,463		-0-		-0-		-0-		581,213
President(1)
Michael Campbell,	2010		75,000		-0-		-0-		-0-		-0-		-0-		-0-		75,000
CEO/
President(2)
Jeff Hanks,	2011		150,000		-0-		-0-		7,131,802		-0-		-0-		8,400		7,290,202
CFO	2010		87,000		-0-		70,000		347,463		-0-		-0-		-0-		504,463
Jeff Hanks, President(5)	2009		-0-		-0-		1,000		-0-		-0-		-0-		-0-		1,000

Annual Compensation Awards Payouts

(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 2011, 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. (4) This column represents health insurance payments. (5) Salaries for Mr. Hanks for 2009, 2008, and 2007 were earned and accrued and paid with common stock in 2009.

Name and Principal Position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
		($)		($)		($) (3)		($) (3)		($)		($)		($) (4)		($)

Jordan Estra	2012		121,875		-		-		-		-		-		10,080		131,955
CEO/	2011		225,000		-		-		7,131,802		-		-		8,520		7,365,322
President (1)	2010		93,750		-		140,000		347,463		-		-		-		581,213

Michael Campbell	2010		75,000		-		-		-		-		-		-		75,000
CEO/
President (2)

Jeff Hanks	2012		81,250		-		-		-		-		-		16,611		97,861
CFO	2011		150,000		-		-		7,131,802		-		-		8,400		7,290,202
	2010		87,000		-		70,000		347,463		-		-		-		504,463

Jeff Hanks	2009		-		-		1,000		-		-		-		-		1,000
President (5)

~~Michael~~(1) BMr. 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 2012, 2011, 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 ~~Consulting~~plans ~~Agreement~~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. (4) This column represents health insurance payments. (5) Salaries for Mr. Hanks for 2009, 2008, and 2007 were earned and accrued and paid with common stock in 2009.

On February 1, 2010, the Company entered into a one-year non-exclusive consulting agreement (the “Campbell Consulting Agreement”) with Michael Campbell, Chairman of the Board of Directors of the Company. Pursuant to the Campbell Consulting Agreement, Mr. Campbell will serve as the President and Chief Executive Officer of the Company and Mr. Campbell will receive a monthly consulting fee of $15,000, in addition to reimbursement of his reasonable and necessary business expenses. This consulting agreement was terminated when Michael Campbell resigned on June 30, 2010.31

Jeff A. Hanks’s Consulting Agreement

On February 1, 2010, the Company also entered into a one-year non-exclusive consulting agreement (the “Hanks Consulting Agreement” and collectively with the Campbell Consulting Agreement, the “Consulting Agreements”) with Jeff A. Hanks, a member of the Board of Directors of the Company. Pursuant to the Hanks Consulting Agreement, Mr. Hanks will serve as the Chief Financial Officer of the Company and Mr. Hanks will receive a monthly base consulting fee of $2,000, plus a $1,000 preparation fee for each Annual Report on Form 10-K or Quarterly Report on Form 10-Q he prepares for the Company. This agreement was terminated when Mr. Hanks accepted a full time position with the Company.

Employment Contracts and Termination of Employment and Change in Control Arrangement

We have entered into two contracts with our management. The employment agreements are for a term of three years and automatically renew on the anniversary date for an additional one year period until terminated on thirty days written notice form Ensurge or the employee. Our CEO will receive an annual salary of $225,000 and our CFO will receive an annual salary of $150,000 both subject to yearly adjustment by the board or compensation committee. The contracts also allow for yearly bonuses and stock options at the discretion of the board or compensation committee. If there is a change of control and the CEO or CFO is terminated within the twelve months following such change of control, the CEO or CFO, as the case may be, will receive twenty four months of his salary from the date of such termination. Unless terminated for cause, the CEO or CFO will receive twenty four months of his annualized salary. Cause is defined as gross negligence, felony conviction fraud, embezzlement or willful and material violations of Ensurge policy which is not corrected.

Outstanding Equity Awards At Fiscal Year-End

Name

Option awards

Stock awards

Option awards

Stock awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares of units of stock that have not vested ($)

Equity incentive planawards: Number of unearned shares, units or other rights that have not vested (#)

Equity incentive planawards: Market or payout value of unearned shares, units or other rights that have not vested ($)

Name

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable

Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of s hares of units of stock that have not vested ($)

Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)

(a)

~~(b)~~

(cb)

~~(d)~~

~~(e)~~

~~(f)~~

(gc)

~~(h)~~

~~(i)~~

(jd)

(e)

(f)

(g)

(h)

(i)

(j)

Jordan Estra

~~1,600,000 1,300,000~~

~~700,000~~

~~None~~2,500,000

~~$0.14 $0.50~~

~~Nov 2020 June 2021~~

~~None~~

None

~~None~~

None

0.14

Nov 2020

None

Jeff Hanks

1,600,000 1,300,000

700,000

None.

$0.14 $0.50

Nov 2020 June 2021

None.

1,100,000

0.50

June 2021

Jeff Hanks

2,500,000

None

0.14

Nov 2020

None

1,100,000

0.50

June 2021

4132

Benefit Plans

On April 21, 2010, the Company adopted an Equity Incentive Plan. The Company has not adopted any retirement, pension, or profit sharing for the benefit of its employees.

Director Compensation

The Company does not currently provide compensation to its directors for serving on its Board of Directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company's outstanding Common Stock as of ~~March~~April 3130, ~~2012~~2013, by (i) each director of the Company, (ii) each named executive officer in the Summary Compensation Table, (iii) each person known or believed by the Company to own beneficially five percent or more of the Common Stock and (iv) all directors and executive officers as a group. Unless indicated otherwise, each person has sole voting and dispositive power with respect to such shares.

Name and Address Of Beneficial Owner		~~Beneficial Ownership (1)~~	~~Percent~~Beneficial ofOwnership ~~Class~~(1)		Percent of Class
Officers and Directors As a Group (two)		~~2,600,200~~	~~7.9%~~	2,600,200		7.6	%
Jordan M. Estra 2825 East Cottonwood Parkway, Suite 500 Salt Lake City, UT 84121		~~1,700,000~~	~~5.1%~~	1,700,000		5.0	%
Jeff A. Hanks 2825 East Cottonwood Parkway, Suite 500 Salt Lake City, UT 84121		~~900,200~~	~~2.7%~~	900,200		2.6	%
Beneficial Owners Owning greater than 5%		~~Beneficial Ownership~~	~~Percent~~Beneficial ~~Of Class~~Ownership		Percent Of Class
Steve Heard 4003 West Tacon Street Tampa, FL 33629		~~3,007,650~~	~~9.1%~~	3,007,650		8.8	%
Puremax, Inc. 4003 West Tacon Street Tampa, FL 33629		~~5,000,000~~	~~15.1%~~	5,000,000		14.7	%
Barrington Capital Partners, Inc. 830 West RT 22, Suite 153 Lake Zurich, IL 60047		~~3,367,251~~	~~10.2%~~	3,367,251		9.9	%
Wasatch Property Development, Inc. 35 W. Broadway, Suite #104 Salt Lake City, UT 84101		~~3,064,020~~	~~9.3%~~	3,064,020		9.0	%
(1)	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, 2012 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.
(1) 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 April 30, 2013 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.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees: the aggregate audit and review fees billed ~~for~~during fiscal years ending ~~2011~~2012 and ~~2010~~2011 were respectively, $1529,000 and $1415,~~800~~000. ~~These~~For 2012, $8,000 was for professional services render by Anderson Bradshaw, PLLC CPA firm. For 2012 the remaining $21,000 and 2011, fees were for professional services rendered by Child, Van Wagoner & Bradshaw, PLLC CPA firm for the audit of the Company’s annual financial statements and review of financial statements.

Audit-Related Fees: None.

Tax Fees: the aggregate tax fees billed ~~for~~during fiscal years ending ~~2011~~2012 and ~~2010~~2011 were respectively, $1,~~250~~500 and $~~700~~1,250. These fees were for professional services rendered by Child, Van Wagoner & Bradshaw, PLLC, which were for the completion of the Company’s year end tax return.

All Other Fees: None.

4234

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements.

The financial statements listed in the Index to Financial Statements are filed as part of this Annual Report on Form 10-K.

(a)(3) Exhibits.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

4335

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
April 16, 2012	By:	/s/ JORDAN M. ESTRA
May 17, 2013	By:	/s/ JORDAN M. ESTRA
		Jordan M. Estra, Chief Executive Officer (Principal Executive Officer)
	By:	/s/ JEFF A. HANKS
		Jeff A. Hanks, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ JORDAN M. ESTRA ~~April~~May 1617, ~~2012~~2013 Jordan M. Estra President, Chief Executive Officer and Director

/s/ JEFF A. HANKS ~~April~~May 1617, ~~2012~~2013 Jeff A. Hanks Chief Financial Officer and Director

4436

EXHIBIT INDEX

3.1	3Articles of Incorporation of Ensurge Inc.1 *	Articles of Incorporation of Ensurge Inc. *
3.2	3Bylaws of Ensurge Inc.2 *	Bylaws of Ensurge Inc. *
31.1	Certification of Jordan M. Estra pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Jeff A. Hanks pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBLR Instance**
101.XSD	XBLR Schema**
101.CAL	XBLR Calculation**
101.DEF	XBLR Definition**
101.LAB	XBLR Label**
101.PRE	XBLR Presentation**

31.1 Certification of Jordan M. Estra pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2	Certification of Jeff A. Hanks pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certification pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed and incorporated herein by reference.

~~Set~~** The ~~forth~~XBRL ~~below~~related ~~are~~information ~~the~~in ~~additional~~Exhibit ~~exhibits~~101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing ~~based~~or onother document pursuant to the ~~new~~Securities ~~XBRL~~Act ~~rules~~of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

101.INS	XBRL Instance
101.XSD	XBRL Schema
101.CAL	XBRL Calculation
101.DEF	XBRL Definition
101.LAB	XBRL Label
101.PRE	XBRL Presentation

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