UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~September~~March 3031, ~~2012~~2013

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

Commission File Number: 000-54460

~~Ensurge~~ENSURGE, ~~Inc~~INC.

(Exact name of registrant as specified in its charter)

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

~~1001~~1046 ~~Brickell~~East ~~Bay Drive, 27th Floor~~University

~~Miami~~Mesa, ~~Florida~~Arizona ~~33131~~85203

(Address of principal executive offices)

~~888~~(480) 459-~~978-9994~~5833

(Issuer’s telephone number)

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

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

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X ] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

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

There were 3334,~~138~~038,726 shares of common stock, $0.001 par value, issued and outstanding as of ~~November 12~~May ~~2012~~21, 2013.

~~Ensurge~~ENSURGE, ~~Inc~~INC.

FORM 10-Q

QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2012~~2013

TABLE OF CONTENTS

		Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
	Consolidated Balance Sheets (Unaudited) as of March 31, 2013 and December 31, 2012	3
	(Unaudited) as of September 30, 2012 and December 31, 2011	3
	(Unaudited) for the Three Months Ended March 31, 2013 and 2012 and from inception of exploration stage to March 31, 2013	4
Statements of Operations
	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2013 and 2012 and from inception of exploration stage to March 31, 2013	5
	(Unaudited) for the three and nine months ended September 30, 2012 and 2011 and from inception of exploration stage to September 30, 2012	4
	Notes to Consolidated Financial Statements (Unaudited)	6
Statements of Cash Flows
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		9
	(Unaudited) for the nine months ended September 30, 2012 and 2011 and from inception of exploration stage to September 30, 2012	5
Item 3. Quantitative and Qualitative Disclosures About Market Risk. ………………………		10
	Notes to Financial Statements (Unaudited)	6
Item 4. Controls and Procedures		10
Item 2. Management's Discussion and Analysis of Financial Condition and
	Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		11
Item 4. Controls and Procedures		11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		1211
Item 1A. Risk Factors		1211
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		1211
Item 3. Defaults Upon Senior Securities		1211
Item 4. Mine Safety Disclosure		1211
Item 5. Other Information		1211
Item 6. Exhibits		1211
Signatures		1312

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

~~Ensurge~~ENSURGE, ~~Inc~~INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE ~~SHEET~~SHEETS

	September 30, 2012			December 31, 2011
	March 31, 2013			December 31, 2012
ASSETS	(Unaudited)
Current Assets
Cash	$	~~28,051~~614		$	~~214~~15,~~517~~252
Total Current Assets		~~28,051~~614			~~214~~15,~~517~~252
Fixed assets (net of depreciation)		5147,~~737~~166			5749,~~936~~451
Total Other Assets		5147,~~737~~166			5749,~~936~~451
Total Assets	$	7947,~~788~~780		$	~~272~~64,~~453~~703
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Trade accounts payable	$	~~173~~186,~~612~~471		$	36171,~~214~~750
Accrued wages		93,750			-
Accrued liabilities		267,202			171,875
Accrued interest		~~100~~56,~~833~~333			1814,~~333~~771
Notes Payable		1,100,000			1,100,000
Notes payable		1,662,500			1,662,500
Proceeds for common stock to be issued		1,360,000			1,360,000
Warrants derivative liability		276,~~061,891~~438			11903,~~128,157~~142
Total Current Liabilities		43,~~890~~608,~~086~~944			134,~~642~~284,~~704~~038
Stockholders' Deficit
Common stock-$0.001 par value; 100,000,000 shares authorized; 33,138,726 and 32,348,726 shares outstanding, respectively		33,139			32,348
Common stock - $0.001 par value; 100,000,000 shares authorized; 34,038,726 and 34,038,726 shares outstanding, respectively		34,038			34,038
Additional paid-in-capital		4855,~~790~~209,~~188~~889			4655,~~494~~209,~~730~~889
Accumulated deficit		(23,315,973	)		(23,315,973	)
Exploration stage deficit		(3035,~~317~~489,~~652~~118	)		(36,~~581~~147,~~356~~289	)
Total Stockholders' Deficit		(43,~~810~~561,~~298~~164	)		(134,~~370~~219,~~251~~335	)
Total Liabilities and Stockholders' Deficit	$	7947,~~788~~780		$	~~272~~64,~~453~~703

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

~~Ensurge~~ENSURGE, ~~Inc~~INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2013 AND 2012 AND FROM

INCEPTION OF EXPLORATION STAGE JANUARY 1, 2010 THROUGH MARCH 31, 2013

(UNAUDITED)

	For the Three Months						For the Nine Months						From Inception of
							From Inception of
	Ended September 30,						Ended September 30,						Exploration Stage
							Exploration Stage
													January 1, 2010
	For the Three Months Ended						January 1, 2010
													Through
	March 31,						Through
	2012			2011			2012			2011			September 30, 2012
	2013			2012			March 31, 2013
Sales	$	-		$	-		$	-		$	-		$	-
Expenses
General and administrative		~~936~~126,~~098~~972			1960,~~096,733~~206			229,~~929~~776,~~234~~607			~~15,251,089~~			~~23,077,673~~
Total Expenses		~~936~~126,~~098~~972			1960,~~096,733~~206			229,~~929~~776,~~234~~607			~~15,251,089~~			~~23,077,673~~
Operating Loss		(~~936~~126,~~098~~972	)		(1960,~~096,733~~206	)		(229,~~929~~776,~~234~~607	)		~~(15,251,089~~	)		~~(23,077,673~~	)
Other income (expense)
Gain (Loss) on derivative		11826,~~133~~704			~~(20~~8,~~373~~090,~~198~~003	)		97,~~275~~986,~~221~~241			~~(38,347,395~~	)		~~6,000,788~~
Derivative day-one loss		-			-			-(11,970,479	)		~~(8,314,646~~	)		~~(11,970,479~~	)
Interest expense		(2741,~~500~~562	)		-(27,500	)		(821,~~500~~731,832	)		~~(323,355~~	)		~~(1,273,333~~	)
Interest income		191			50139			~~217~~3,559			~~1,319~~			~~3,545~~
Net Income (Loss)	$	~~(952~~658,~~446~~171	)	$	~~(21~~7,~~469~~102,~~881~~436	)	$	6(35,~~263~~489,~~704~~118	)	$	~~(62,235,166~~	)	$	~~(30,317,652~~	)
Basic and Diluted Net Gain (Loss) Per Common Share	$	(0.03	)	$	(0.72	)	$	0.19		$	(2.09	)
Basic Net Gain Per Common Share	$	0.02		$	0.22
Basic and Diluted Weighted Average Common Shares Outstanding		32,962,266			29,710,341			32,962,266			29,710,341
Basic Weighted Average Common Shares Outstanding		34,038,726			32,607,407
Diluted Net Gain Per Common Share	$	0.02		$	0.17
Diluted Weighted Average Common Shares Outstanding		42,368,726			40,678,506

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

~~Ensurge~~ENSURGE, ~~Inc~~INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2013 AND 2012

(UNAUDITED)

							From Inception of
	For the Nine Months Ended						Exploration Stage
							Exploration Stage
	September 30,						January 1, 2010
	For the Three Months Ended						January 1, 2010
							through
	March 31,						Through
	2012			2011			September 30, 2012
	2013			2012			March 31, 2013
Cash Flows From Operating Activities
Net income (loss)	$	6658,~~263,704~~171		$	~~(62~~7,~~235~~102,~~166~~435	)	$	(3035,~~317~~489,~~652~~118	)
Adjustments to reconcile net income (loss) in to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Common stock and options issued for services		~~2,125,204~~-			15718,~~966,419~~402			2026,~~277~~738,~~978~~679
Warrant derivative liability		(9826,~~275,221~~704	)		38(8,~~347~~090,~~395~~003	)		(67,~~000~~986,~~788~~242	)
Derivative day-one loss		-			6,954,001			11,970,479
Amortization of debt discount		-			-			110,000
Accumulated Depreciation		6,199			636			4,868
Stock issued for interest		-			-			90,000
Non-cash interest expense		-			-			302,500
Derivative day-one loss		-			-			11,970,479
Depreciation expense		2,285			1,629			11,724
Changes in operating assets and liabilities:
Increase (decrease) in trade accounts payable		~~137~~14,~~398~~721			~~(16~~19,~~553~~537	)		~~164~~177,~~926~~785
Increase (decrease) in accrued interest		82,500			24,948			82,500
Increase (decrease) in accrued expenses		41,562			-			38,000
Increase (decrease) in accrued liabilities		9395,~~750~~327			-27,500			97270,~~345~~797
Net Cash Used in Operating Activities		~~(566~~14,~~466~~638	)		(~~958~~220,~~320~~500	)		(3,~~718~~765,~~059~~396	)
Cash Flows From Investing Activities
Investing in fixed assets		-			(3,817	)		(58,890	)
Investment in fixed assets		-			-			(58,890	)
Investment in mining rights project		-			(685,139	)		-
Net Cash Provided (Used) by Investing Activities		-			-			(58,890	)
Net Cash Provided (Used) by Investing Activities		-			(688,956	)		(58,890	)
Cash Flows From Financing Activities
Proceeds from notes payable		-			~~510,000~~-			1,~~600~~750,000
Repayments of notes payable		-			-			(500,000	)
Proceeds from exercise of warrants for
Proceeds from exercise of warrants for common stock to be issued		-			-			1,360,000
common stock to be issued		-			-			1,360,000
Purchase treasury stock		-			-			(60,000	)
Proceeds from issuance of common stock		~~380,000~~-			-380,000			1,~~405~~274,~~000~~900
Net Cash Provided (Used) by Financing Activities		~~380,000~~-			~~510~~380,000			3,~~805~~824,~~000~~900
Net Increase (decrease) in Cash		(~~186~~14,~~466~~638	)		(1159,~~137,276~~500	)		~~28,051~~614
Cash at Beginning of Period		~~214~~15,~~517~~252			1214,~~146,936~~517			-
Cash at End of Period	$	~~28,051~~614		$	9374,~~660~~017		$	~~28,051~~614
Non-Cash Investing and Financing Activities:
None
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

~~Ensurge~~ENSURGE, ~~Inc~~INC.

~~(An~~Notes ~~Exploration~~to ~~Stage~~Consolidated ~~Company~~Financial Statements (Unaudited)

~~Notes~~March to31, ~~Unaudited Financial Statements~~2013

September 30, 2012

NOTE 1–ORGANIZATION AND BASIS OF PRESENTATION

Organization and Liquidation – On October 16, 2000, iShopper.com, Inc. changed its name to Ensurge, Inc., which is referred to herein as the Company. On January 1, 2002, the Company began liquidation of its assets. During 2009, the Company started a new phase of operations~~. Accordingly~~ with the mining industry; accordingly, the accompanying financial statements are presented on a GAAP basis of accounting, rather than on a liquidation basis ~~of accounting~~.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, these financial statements do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. These unaudited condensed financial statements should be read in conjunction with the Company’s annual financial statements and the notes thereto for the year ended December 31, ~~2011~~2012, included in the Company’s annual report on Form 10-K, especially the information included in Note 1 to those financial statements, “Summary of Significant Accounting Policies.” In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the Company’s financial position as of ~~September~~March 3031, ~~2012~~2013, and its results of operations and cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012. The results of operations for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013, may not be indicative of the results that may be expected for the year ending December 31, ~~2012~~2013.

Business Condition – The Company has suffered losses from operations, and the Company had a working capital deficit in the amount $43,~~862~~608,~~035~~330 at ~~September~~March 3031, ~~2012~~2013. ~~A large part of the deficit is due to outstanding warrants and warrant derivatives. Without the warrant derivatives the adjusted working capital deficit is $2,800,144.~~

During ~~2010,~~the month of October 2011 the Company ~~sold~~entered into two twelve month convertible Notes Payable for $605,000 each, for a total funding of $1,210,000, with an ~~aggregate~~initial issue discount of 310% and total proceeds of $1,100,000, ~~shares~~which are collateralized by all the assets of ~~common~~the ~~stock~~Company. toThese ~~investors~~notes ~~for~~may anbe ~~aggregate~~converted ~~purchase~~at a fixed price of $~~894~~0.50 per share of the Company’s common stock,~~900~~ inwhich amay ~~private~~be ~~placement~~converted at the option of the lender. ~~The~~These ~~Company~~notes ~~received~~also $include 950,000 warrants each for a total of 1,~~360~~900,000 ~~for~~warrants at an exercise price of $1.00 per share and have a cashless exercise provision. The warrants tohave ~~purchase~~a 5~~,600,000~~ ~~shares~~year term. In case of default, the ~~Company’s~~Note may be converted into common stock at $0.50 per share. InDuring ~~August~~November ~~2011~~2012, the Company ~~entered~~negotiated ~~into~~an aextension 90of ~~day~~these ~~note~~two notes payable, which are due on March 15, 2013 and are currently in ~~the~~default. The ~~amount~~principal was increase from $550,000 per note 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.

~~During~~Effective ~~the~~March ~~month~~2, of2012, ~~October 2011~~ the Company ~~entered~~accepted ~~into two twelve month convertible Notes Payable for~~ $~~605~~380,000 ~~each,~~in ~~for~~private aplacement ~~total~~funds ~~funding~~from ofaccredited ~~$1,210,000,~~investors ~~with~~in anexchange ~~initial~~for ~~issue~~units ~~discount~~consisting of ~~10%~~seven ~~and~~hundred ~~total~~sixty ~~proceeds~~thousand ~~of $1~~(760,~~100,~~000,) ~~which~~shares ~~are collateralized by all the assets~~ of the Company~~. Half of the proceeds were used to repay the $500,000 August 2011 note. These notes may be converted at a fixed price of $1.50 per share of the Company~~’s common stock, ~~which~~plus ~~may~~three behundred ~~converted~~eighty atthousand ~~the option of the lender. These notes also include 950~~(380,000) warrants ~~each~~with ~~for a total of 1,900,000 warrants at~~ an exercise price of $1.00 ~~per share and have a cashless exercise provision~~. The warrants have a 5 year term. In case of default, the Notes may be converted into common stock at $1.50 per share or 80% of the current market bid price, whichever is lower. Interest upon default will be charged at 18% per annum, compounded daily. The notes are due on November 15, 2012.

~~March~~During 2,November 2012, the Company ~~accepted~~entered ~~$380,000~~into inseveral ~~private~~12 ~~placement~~month ~~funds~~notes ~~from~~payable ~~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~~aggregate ~~price~~ of $~~1.00. The proceeds of the financing are being used by the Company to fund the exploration for gold mines or to acquire relating mining assets~~150, ~~either directly or through one or more partnerships or joint ventures, in Brazil or elsewhere in South America~~000.

The proceeds of the financing are being used by the Company to fund the exploration for gold mines or to acquire relating mining assets, either directly or through one or more partnerships or joint ventures, in Brazil or elsewhere in South America.

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.

Basic and Diluted ~~Loss~~Earnings Per Share – Basic ~~loss~~earnings per common share is computed by dividing net ~~loss~~gain by the weighted-average number of common shares outstanding during the period. Diluted ~~loss~~gain 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. As of ~~September~~March 3031, ~~2012~~2013, the Company had a total of 8,330,000 warrants outstanding which all have a 5 year term. As of ~~September~~March 3031, ~~2012~~2013, the Company had a total of 7,500,000 options of which 57,~~925~~500,000 ~~are~~have vested and none have been exercised. The options are all 10 year options with an exercise price ranging from $0.14 to $0.50.

Warrants:

The Company has granted warrants to purchase shares of Common Stock.

Warrants outstanding and exercisable at ~~September~~March 3031, ~~2012~~2013 are as follows:

Range of exercise price				Number Outstanding			Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price				Aggregate Intrinsic Value
$	0.14 to $1.00				8,330,000		3.6212 years		$	0.49			$	4(3,~~081~~998,~~700~~400	)

~~Options:~~Recently-Enacted Accounting Standards

~~The~~Accounting ~~Company~~Standards ~~has~~Update ~~granted~~(“ASU”) ~~options~~No. 2011-09 through ASU No. 2013-07 which contain technical corrections to ~~purchase~~existing ~~shares~~guidance ofor ~~Common~~affect ~~Stock~~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.

Options outstanding and exercisable at September 30, 2012 are as follows:

Range of exercise price				Number Outstanding			Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price				Number Exercisable
$	0.14 to $0.50				7,500,000		8.35 years		$	0.25				5,925,000

Recently Enacted Accounting Standards

Accounting Standards Update (“ASU”) No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2012-07, 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.

Going Concern - 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.

NOTE 2 – COMMITMENTS AND CONTINGENCIES

~~Ensurge~~As ~~Brasil~~part ~~Participacoes~~of ~~LTDA~~our notes payable agreement, (athe ~~wholly~~lending ~~owned~~parties ~~subsidiary~~are ofentitled ~~Ensurge,~~to ~~Inc.),~~royalty ~~hereinafter~~payments ~~“Ensurge”,~~per ~~has~~the ~~entered~~terms ~~into~~of aeach ~~Definitive~~agreement. These ~~Agreement~~royalties ~~(“Agreement”)~~are ~~with~~based ~~Metais~~upon ~~Juara~~the ~~LTDA,~~contract ~~hereinafter~~between ~~“Metais”~~the ofwholly ~~Pocone~~owned subsidiary, ~~Mato~~Ensurge ~~Grosso~~Brasil, ~~Brazil~~LTDA, onand ~~June~~the ~~13,~~mine ~~2012~~owner in Brazil. ~~Under~~However, ~~provisions of~~ this ~~Agreement,~~contract ~~Ensurge~~has ~~will~~currently ~~provide~~expired ~~technology~~ and the ~~capital~~Company ~~equipment~~feels ~~necessary~~there tois ~~expand~~no ~~gold~~further ~~production~~obligation ~~and~~or inliabilities ~~return~~to ~~will~~either ~~receive~~the anmine ~~in-kind~~owner ~~royalty~~or ~~payment~~the note holders for these royalties.

NOTE 3 – ISSUANCE OF STOCK

There has been no stock transactions for the quarter ending March 31, 2013.

NOTE 4 – 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.

AsNOTE ~~part~~5 of– ~~this~~SUBSEQUENT Agreement Ensurge is required to make an initial payment of four million Brazilian Reals (R$4,000,000), which is approximately US $1,968,659, to be paid within 90 business days from the date of signing the Agreement. This Agreement will not become effective until the date the funds are wired to Metais. In return for said payment Ensurge will be entitled to a top line royalty payment of seventeen percent (17%) of daily gold production, delivered in-kind as a gold dore bar, which is approximately 93% gold.EVENTS

~~Per~~During ~~the~~April ~~Agreement~~2013, ~~Ensurge~~the isCompany ~~required~~entered tointo ~~construct~~ a ~~new~~60 ~~gold~~day ~~recovery~~note ~~mill~~payable ~~with~~in the ~~purpose~~amount of ~~bringing new technology to the current process~~$15,000, ~~which~~with isan ~~expected~~annual tointerest ~~increase the~~ rate of ~~gold recovery. The new mill will process approximately 400 tons of ore per day, with the expectation of increasing gold recovery to over 50~~10%. ~~The~~This ~~construction~~note ~~of the new mill~~ is ~~expected~~with toa berelated ~~completed within 12 months from the initial ordering of equipment~~party. ~~Once the mill is completed and running as expected, the royalty payment will be increased to forty-one percent (41%). The mill and its equipment will belong to Ensurge.~~

~~Ensurge~~On ~~may~~May ~~acquire~~8, ~~additional~~2013, ~~mining~~in ~~equipment~~order ~~(ie.~~to ~~trucks~~more fully devote his time and attention to the funding and opportunities of the Company’s Brazilian subsidiary, ~~excavators~~Ensurge Brasil LTDA, ~~etc.)~~the toCompany ~~increase~~has accepted the ~~daily~~resignation ~~mine~~of ~~production. Once~~Jordan ~~this~~Estra ~~additional~~as ~~mining~~the ~~equipment~~Company’s isDirector inand ~~place~~President/CEO and incaused ~~operation,~~his appointment to the ~~royalty~~Board ~~payment~~of ~~will~~Directors of its subsidiary Ensurge Brasil LTDA. The Company’s CFO, Jeff Hanks, shall be ~~increased~~the toCompany’s ~~forty-three~~acting ~~percent~~President ~~(43%)~~until replacement.

~~Metais~~On isMay ~~required~~9, to2013, ~~continue to operate and manage~~ the ~~current~~Company ~~mining~~entered ~~operations~~into ~~for~~a ~~the~~6 ~~next~~month ~~three~~note ~~years. If~~payable atin ~~any time Metais desires to terminate or sell~~ the ~~mine~~amount ~~operation, Ensurge has first right~~ of ~~refusal~~$23,000, towith ~~purchase~~Workhorse ~~and/or~~Capital ~~continue~~Leasing, ~~the~~LLC, ~~mining~~with ~~operations. The~~an ~~term~~annual ofinterest ~~the~~rate ~~Agreement runs for the life~~ of ~~the mine operations by Metais~~22%. ~~The company has obtained a 30 day extension to this agreement.~~

~~NOTE~~On 3May –15, ~~ISSUANCE~~2013, OFthe ~~STOCK~~Company ~~AND~~entered ~~OPTIONS~~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 be 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.

There has been no issuance of stock or options during this quarter.

NOTE 4 – SUBSEQUENT EVENTS

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

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

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

Recent ~~Developments~~Development and Business Plan

The Company is pursuing opportunities in the gold mining industry, with emphasis on opportunities in South America. Though several mining opportunities have been reviewed and rejected by the Company, research and investigation of mining opportunities is on-going.

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

On June 13, 2012, Ensurge entered into a Definitive Agreement with Metais Juara LTDA, of Pocone, Mato Grosso, Brazil. Under provisions of this Agreement, Ensurge will provide technology and the capital equipment necessary to expand gold production and in return will receive an inkind royalty payment.

As part of this Agreement Ensurge is required to make an initial payment of four million Brazilian Reals (R$4,000,000), which is approximately US $1,968,659 (based on the reported exchange rate as of July 18, 2012), to be paid within 90 business days from the date of signing the Agreement. In return for said payment Ensurge will be entitled to a top line royalty payment of seventeen percent (17%) of daily gold production, delivered in-kind as dore.

Ensurge will construct a new gold recovery mill with the purpose of bringing new technology to the current process, which is expected to increase the rate of gold recovery. The new mill will process approximately 400 tons of ore per day, with the expectation of increasing gold recovery to over 50%. The construction of the new mill is expected to be completed within 12 months from the initial ordering of equipment. Once the mill is completed and running as expected, the royalty payment will be increased to forty-one percent (41%). The mill and its equipment will belong to Ensurge.

Ensurge may acquire additional mining equipment (ie. trucks, excavators, etc.) to increase the daily mine production. Once this additional mining equipment is in place and in operation, the royalty payment will be increased to forty-three percent (43%).

Metais is required to continue to operate and manage the current mining operations for the next three years. If at any time Metais desires to terminate or sell the mine operation, Ensurge has first right of refusal to purchase and/or continue the mining operations. The term of the Agreement runs for the life of the mine operations by Metais. The company has obtained a 30 day extension to this agreement.

Despite the Company’s efforts in seeking opportunities in the gold mining industry, there can be no assurance that its efforts to enter this industry will ultimately prove successful.

Results of Operations

The Company had no revenues for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012. ~~The Company is currently reviewing several projects and is awaiting completion of engineering results to determine the feasibility of each project, including capital equipment and operating costs.~~ It continues to search out other opportunities or joint ventures to create operations and revenues.

9General and administrative expenses for the three months ended March 31, 2013 and 2012 were $126,972 and $960,206, respectively. These costs are made up of engineering and drilling costs for projects, audit, legal, and consulting fees, along with travel expenses incurred while performing due diligence on current projects and looking for acquisitions or other business opportunities in Brazil.

~~General~~Interest ~~and~~expense ~~administrative~~was ~~expenses for the three months ended September 30, 2012 and 2011 were, respectively,~~ $~~936~~41,~~098~~562 and $127,~~096,733. General~~500 ~~and administrative expenses~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011 were~~2012, respectively~~, $2,929,234 and $15,251,089~~. ~~These~~The ~~costs~~interest ~~are made up of engineering and drilling costs for projects, audit, legal, option~~ expense ~~and~~is ~~consulting~~loan ~~fees,~~interest ~~along~~from ~~with~~the ~~travel~~notes ~~expenses~~payable ~~incurred~~the ~~while~~Company ~~performing~~has ~~due diligence on current projects and looking for acquisitions or other business opportunities in Brazil~~incurred.

~~The~~Interest ~~warrant derivative~~ income ~~or expense~~ for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 were, respectively, ~~a gain of~~ $~~11,133~~1 and ~~a loss of~~ $~~20,373,198~~139. This income ~~and expense~~ is ~~due to change in value of the warrants derivative liability, which is determined primarily~~ from ~~the~~interest ~~change~~bearing ofcash ~~closing~~bank ~~stock price from June to September 2012 and 2011~~accounts. The warrant derivative income or expense for the nine months ended September 30, 2012 and 2011 was, respectively, a gain of $9,275,221 and a loss of $38,347,395. This income and expense is due to change in value of the warrants derivative liability, which is determined primarily from the change of closing stock price from January to September 2012 and 2011.

~~Interest~~The ~~expense~~warrant ~~was~~derivative ~~$27,500~~income ~~and $0~~ for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 were, respectively., ~~Interest~~a ~~expense~~gain ~~was~~of $82826,~~500~~704 and $~~323~~8,~~355~~090,003. This ~~for~~income ~~the~~is ~~nine~~due ~~months~~to ~~ended~~change ~~September~~in ~~30,~~value ~~2012~~of ~~and~~the ~~2011~~warrants derivative liability, ~~respectively.~~which ~~The~~is ~~interest~~determined, ~~expense~~from isa ~~loan~~valuation ~~interest~~model ~~from~~that uses the ~~notes~~stock ~~payable~~price ~~the~~as ~~Company~~one ~~has~~of ~~incurred~~its ~~during~~input ~~2012~~variables, from January to March 2013 and ~~2011~~2012.

Interest income for the three months ended September 30, 2012 and 2011 was, respectively, $19 and $50. Interest income for the nine months ended September 30, 2012 and 2011 was, respectively, $217 and $1,319. This income is from interest bearing bank accounts.

Liquidity and Capital Resources

~~The~~During ~~Company~~the ~~has~~month ~~financed~~of ~~its~~October ~~operations~~2011 tothe ~~date~~Company ~~primarily~~entered ~~through~~into ~~private~~two ~~placements~~twelve ofmonth ~~equity~~convertible ~~securities~~Notes ~~and~~Payable ~~convertible~~for ~~debt~~$605,000 ~~instruments. The~~each, ~~Company~~for ~~has~~a ~~been~~total ~~unprofitable~~funding ~~since~~of ~~inception~~$1,210,000, ~~(1998)~~with ~~and~~an ~~has~~initial ~~incurred~~issue ~~net~~discount ~~losses~~of in10% ~~each~~and ~~quarter~~total ~~and~~proceeds ~~year. From~~of ~~the~~$1,100,000, ~~beginning~~which ofare ~~2010~~collateralized ~~through~~by ~~March~~all ~~31,~~the ~~2012~~assets of the Company. These ~~sold~~notes anmay ~~aggregate~~be ofconverted ~~8,941,000~~at ~~warrants~~a ~~and~~fixed ~~3,860,000~~price ~~shares~~ of ~~common stock for~~ $~~2,765,000~~0. As50 ~~part~~per share of ~~this transaction~~ the ~~warrants~~Company’s ~~have~~common ~~been~~stock, ~~paid~~which ~~for~~may ~~and~~be ~~exercised,~~converted ~~but~~at the ~~common~~option ~~stock~~of ~~has~~the ~~not~~lender. These ~~been~~notes ~~requested,~~also ~~thus~~include ~~the~~950,000 ~~Company~~warrants ~~has~~each ~~booked~~for a ~~current~~total ~~liability~~ of $1,~~360~~900,000 ~~and~~warrants aat ~~warrant~~an ~~derivative~~exercise ~~liability~~price of $~~2,061,891,~~1.00 ~~which~~per ~~valuation~~share isand ~~determined~~have on a ~~quarterly~~cashless ~~basis~~exercise ~~based~~provision. The ~~primarily~~warrants onhave ~~the~~a ~~price~~5 year term. In case of default, the Note may be converted into common stock at $0.50 per share.

~~During~~March ~~the~~2, ~~month~~2012, ~~of October 2011~~ the Company ~~entered~~accepted ~~into two twelve month convertible Notes Payable for~~ $~~605~~380,000 ~~each,~~in ~~for~~private aplacement ~~total~~funds ~~funding~~from ofaccredited ~~$1,210,000,~~investors ~~with~~in anexchange ~~initial~~for ~~issue~~units ~~discount~~consisting of ~~10%~~seven ~~and~~hundred ~~total~~sixty ~~proceeds~~thousand ~~of $1~~(760,~~100,~~000,) ~~which~~shares ~~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, ~~which~~plus ~~may~~three behundred ~~converted~~eighty atthousand ~~the option of the lender. These notes also include 950~~(380,000) warrants ~~each~~with ~~for a total of 1,900,000 warrants at~~ an exercise price of $1.00 ~~per share and have a cashless exercise provision~~. The ~~warrants~~Company ~~have~~believes athe 5sale ~~year~~is ~~term. In~~exempt ~~case~~from ~~of default~~registration, ~~the~~pursuant ~~Note~~to ~~may~~Section be4(2) ~~converted into common stock at $1.50 per share or 80%~~ of the ~~current~~Securities ~~market~~Act ~~bid~~of ~~price,~~1933 ~~whichever~~(as ~~is lower. Interest upon default will be charged at 18% per annum~~amended), ~~compounded~~as ~~daily. The~~a ~~notes~~private ~~are~~transaction ~~due~~not oninvolving ~~November~~a ~~15,~~public ~~2012~~offering.

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 proceeds of the financing are being used by the Company to fund the exploration for gold mines or to acquire relating mining assets, either directly or through one or more partnerships or joint ventures, in Brazil or elsewhere in South America.9

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%.

WeThe ~~expect~~Company ~~these~~has ~~funds~~financed ~~will~~its ~~allow~~operations ~~the~~to date primarily through private placements of equity securities and convertible debt instruments. The Company tohas ~~operate~~been ~~for~~unprofitable ~~approximately~~since 7inception ~~months,~~(1998) ~~due~~and tohas incurred net losses in each quarter and year. From the ~~majority~~beginning of 2010 through March 31, 2013 the ~~Companies~~Company ~~expenses~~sold ~~being~~an ~~paid~~aggregate inof 8,941,000 warrants and 3,860,000 shares of common stock orfor ~~options~~$2,765,000. IfAs ~~the~~part ~~Company~~of isthis ~~unable~~transaction tothe ~~obtain~~warrants ~~additional~~have ~~funds~~been topaid ~~operate~~for itand ~~will~~exercised, ~~decrease~~but ~~its~~the ~~operations~~common ~~until~~stock ~~such~~has ~~time~~not ~~that~~been itrequested, isthus ~~able~~the toCompany ~~obtain~~has ~~additional~~booked ~~financing~~a ~~for~~current ~~its~~liability ~~operations. Additional~~of ~~funds~~$1,360,000 ofand ata ~~least~~warrant derivative liability of $276,~~000~~438,~~000~~ ~~will~~which bevaluation ~~required~~is todetermined ~~close~~on a quarterly basis based partially on the ~~transaction~~price ~~with~~of ~~Metais~~the ~~described~~common ~~above~~stock. This ~~under~~has ~~“Recent~~created ~~Developments~~a ~~and~~working ~~Business~~capital ~~Plan”~~deficit in the amount of $3,608,330.

~~The~~If ~~Company~~the ~~has made progress in creating relationships with Corporate and Tax Counsel, Banks, and Engineering firms within Brazil. The~~ Company is ~~continuing~~unable to ~~look~~obtain ~~for~~additional ~~appropriate~~funds ~~opportunities~~to inoperate ~~Brazil~~it ~~and South America. We~~ will ~~have~~decrease toits ~~raise~~operations ~~additional~~until ~~capital~~such totime ~~fund~~that ~~current~~it ~~and~~is ~~future~~able ~~projects and would anticipate dilution~~ to ~~current~~obtain ~~investors~~additional asfinancing wefor ~~close~~its ~~on additional equity capital~~operations.

The ~~accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the~~ Company ~~as a going concern. However, the Company~~ has ~~sustained~~made ~~net~~progress ~~losses~~in ~~from~~creating ~~operations~~relationships ~~since~~with itCorporate ~~adopted its new business plan in January 2010,~~ and itTax ~~has limited liquidity. Management anticipates that the Company will be dependent~~Council, ~~for the near future~~Banks, onand ~~additional~~Engineering ~~capital~~firms towithin ~~fund its operating expenses and business operations~~Brazil. ~~While~~ The ~~the~~ Company is continuing to look for ~~new~~appropriate ~~financing~~opportunities ~~sources,~~ in ~~the~~Brazil ~~current economic environment, the procurement of outside funding is extremely difficult~~ and ~~there~~South ~~can~~America. beWe ~~no assurance that such financing~~ will behave ~~available, or, if available, that such financing will be at a price that will be acceptable~~ to ~~the Company. Failure to generate significant revenues or to~~ raise additional capital ~~would have an adverse impact on the Company’s ability~~ to ~~achieve~~fund ~~its~~current ~~longer-term~~and ~~business~~future ~~objectives,~~projects and would ~~adversely~~anticipate ~~affect~~dilution ~~its ability~~ to ~~continue~~current ~~operating~~investors as awe ~~going~~close ~~concern~~on additional equity capital.

~~Item~~The 3accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, ~~Quantitative~~the Company has sustained net losses from operations since it adopted its new business plan in January 2010, and ~~Qualitative~~it ~~Disclosures~~has ~~About~~limited ~~Market~~liquidity. Management ~~Risk~~anticipates that the Company will be dependent, for the near future, on additional capital to fund its operating expenses and business operations. Management anticipates that the Company will need additional funding in order to continue its business operations. While the Company is continuing to look for new financing sources, in the current economic environment, the procurement of outside funding is extremely difficult and there can be no assurance that such financing will be available, or, if available, that such financing will be at a price that will be acceptable to the Company. Failure to generate significant revenues or to raise additional capital would have an adverse impact on the Company’s ability to achieve its longer-term business objectives, and would adversely affect its ability to continue operating as a going concern.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures:

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2012~~2013. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control:

During the most recently completed fiscal quarter, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

1110

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~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.

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

~~None~~In February 2012, the Company entered into a contract with Andrew Barwicki, Inc. for investor relation consulting services. The Company paid Andrew Barwicki a one-time payment of 30,000 shares of the Company’s common stock.

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.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety ~~Disclosures~~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 we have no mining safety issues.

Item 5. Other Information

~~There~~On ~~were~~May no8, ~~other~~2012 ~~items~~the toCompany beissued ~~reported~~a ~~under~~press ~~Part~~release IIconcerning the signing of ~~this~~a ~~report~~non-binding Heads of Agreement with Amery Trading to mine gold in Suriname.

~~Item~~On 6May 8, 2013, the Company issued a press release concerning 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. ~~Exhibits~~The ~~and~~Company’s ~~Reports~~CFO, onJeff ~~Form~~Hanks, ~~8-K~~shall be the Company’s acting President until replacement.

(a)	Exhibits.
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer and Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
	Set forth below are the additional exhibits for the filing based on the new XBRL rules.
	101.INS	XBRL Instance
	101.XS	XBRL Schema
	101.CAL	XBRL Calculation
	101.DEF	XBRL Definition
	101.LAB	XBRL Label
	101.PRE	XBRL Presentation
(b)	Reports on Form 8-K.
	None

Item 6. Exhibits.

12(a) Exhibits.

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

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

101.INS	XBRL Instance

101.XSD	XBRL Schema

101.CAL	XBRL Calculation

101.DEF	XBRL Definition

101.LAB	XBRL Label

101.PRE	XBRL Presentation

* The XBRL related information in Exhibit 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 or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ensurge, Inc.
	ENSURGE, INC.
November 13, 2012	/s/ Jordan M. Estra
May 21, 2013	By:	/s/ Jeff A. Hanks
	Jordan M. Estra, Chief Executive Officer
		Jeff A. Hanks, Chief Executive Officer (Principal Executive Officer)
	(Principal Executive Officer)
May 21, 2013	By:	/s/ Jeff A. Hanks
November 13, 2012	/s/ Jeff A. Hanks
		Jeff A. Hanks, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	Jeff A. Hanks, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

1312

Filing Compare · ENSURGE INC