UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~June~~September 30, 2013

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

Commission File Number: 000-54460

Ensurge, 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.)

~~1046~~2825 East ~~University~~Cottonwood Parkway, Suite 500

~~Mesa~~Salt Lake City, ~~Arizona~~Utah ~~85203~~84121

(Address of principal executive offices)

~~480~~801-~~459~~990-~~5833~~3457

(Issuer’s telephone number)

(~~Former~~Previous ~~name,~~ address, ~~and~~was ~~fiscal~~1046 ~~year~~East University, ifMesa, ~~changed~~AZ. ~~since last report~~85203)

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 6669,~~058~~877,~~726~~506 shares of common stock, $0.001 par value, issued and outstanding as of ~~August~~November 19, 2013.

Ensurge, Inc.

FORM 10-Q

QUARTER ENDED SEPTEMBER ~~JUNE~~ 30, 2013

TABLE OF CONTENTS

		Page
PART I-FINANCIAL INFORMATION
Item 1. Financial Statements
	Balance Sheets (Unaudited) as of June 30, 2013 and December 31, 2012	2
	Consolidated Balance Sheets
	Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012 and from inception of exploration stage to June 30, 2013	3
	(Unaudited) as of September 30, 2013 and December 31, 2012	3
	Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012 and from inception of exploration stage to June 30, 2013	4
	Consolidated Statements of Operations
	Notes to Financial Statements (Unaudited)	5
	(Unaudited) for the three and nine months ended September 30, 2013 and 2012 and from inception of exploration stage to September 30, 2013	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		10
	Consolidated Statements of Cash Flows
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		11
	(Unaudited) for the nine months ended September 30, 2013 and 2012 and from inception of exploration stage to September 30, 2013	5
Item 4. Controls and Procedures		11
	Notes to Financial Statements (Unaudited)	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		12
Item 4. Controls and Procedures		12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		1213
Item 1A. Risk Factors		1213
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		1213
Item 3. Defaults Upon Senior Securities		1213
Item 4. Mine Safety Disclosure		1213
Item 5. Other Information		1213
Item 6. Exhibits		1314
Signatures		1314

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Ensurge, Inc.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEET

	June 30, 2013			December 31, 2012
	September 30, 2013			December 31, 2012
ASSETS	(Unaudited)
Current Assets
Cash	$	-240		$	15,252
Total Current Assets		-240			15,252
Fixed assets (net of depreciation)		43104,~~927~~378			49,451
Total Other Assets		43104,~~927~~378			49,451
Total Assets	$	43104,~~927~~618		$	64,703
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND EQUITY
Current Liabilities
Cash overdraft	$	3		$	-
Trade accounts payable	$	182,365		$	171,750
Trade accounts payable		180,388			171,750
Accrued liabilities		276,625			171,875
Accrued liabilities		211,125			171,875
Accrued interest		142,263			14,771
Accrued interest		98,987			14,771
Notes Payable		1,714,500			1,662,500
Notes Payable		1,700,500			1,662,500
Proceeds for common stock to be issued		1,360,000			1,360,000
Warrants derivative liability		~~741~~485,~~871~~137			903,142
Total Current Liabilities		4,~~292~~160,~~874~~890			4,284,038
Stockholders' Deficit
Equity
Common stock-$0.001 par value; 100,000,000 shares authorized; 61,658,726 and 34,038,726 shares outstanding, respectively		61,658			34,038
Common stock-$0.001 par value; 100,000,000 shares authorized; 69,307,506 and 34,038,726 shares outstanding, respectively		69,308			34,038
Additional paid-in-capital		56,~~206~~818,~~472~~159			55,209,889
Stock subscription receivable		(75,000	)		-
Accumulated deficit		(23,315,973	)		(23,315,973	)
Exploration stage deficit		(37,~~126~~509,~~104~~150	)		(36,147,289	)
Total Stockholders' Deficit		(4,248,947	)		(4,219,335	)
Total Ensurge Equity		(4,012,656	)		(4,219,335	)
Total Liabilities and Stockholders' Deficit	$	43,927		$	64,703
Non-Controlling interest in TransGlobal Gold Corp		(43,616	)		-
Total Equity (Deficit)		(4,056,272	)		(4,219,335	)
Total Liabilities and Equity	$	104,618		$	64,703

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

Ensurge, Inc.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2013 AND ~~2012~~FROM ~~AND~~INCEPTION ~~FROM~~OF EXPLORATION STAGE JANUARY 1, 2010 THROUGH

~~INCEPTION~~ SEPTEMBER ~~OF EXPLORATION STAGE JANUARY 1, 2010 THROUGH JUNE~~ 30, 2013

(UNAUDITED)

	For the Three Months						For the ~~Six~~Nine Months						From Inception of
	Ended June 30,						Ended June 30,						Exploration Stage
	Ended September 30,						Ended September 30,						Exploration Stage
													January 1, 2010
													through
													Through
	2013			2012			2013			2012			~~June~~September 30, 2013
Sales	$	-35,284		$	-		$	-35,284		$	-		$	-35,284
Expenses
General and administrative		~~187~~675,~~900~~406			1936,~~032,930~~098			~~314~~990,~~869~~274			12,~~993~~929,~~136~~234			2930,~~964~~452,~~507~~013
Total Expenses		~~187~~675,~~900~~406			1936,~~032,930~~098			~~314~~990,~~869~~274			12,~~993~~929,~~136~~234			2930,~~964~~452,~~507~~013
Operating Loss		(~~187~~640,~~900~~122	)		(1936,~~032,930~~098	)		(~~314~~954,~~869~~990	)		(12,~~993~~929,~~136~~234	)		(2930,~~964~~416,~~507~~729	)
Other income (expense)
Gain (Loss) on derivative		~~(665~~256,~~433~~734	)		111,~~174,085~~133			~~161~~418,~~271~~005			9,~~264~~275,~~088~~221			7,~~320~~265,~~808~~733
Derivative day-one loss		-			-			-			-			(11,970,479	)
Write-off of Goodwill		(660,000	)		-			(660,000	)		-			(660,000	)
Loss of Write-off Goodwill		-			-			(660,000	)		-			(660,000	)
Interest expense		(~~123~~43,~~654~~004	)		(27,500	)		(~~165~~208,~~217~~492	)		(5582,~~000~~500	)		(1,~~855~~774,~~485~~836	)
Interest income		-			5919			-			~~198~~217			3,~~559~~545
Net Income (Loss)	$	(1,636,987	)	$	113,714		$	(978,815	)	$	7,216,150		$	(37,126,104	)
Net Income ( Loss)		(426,392	)		(952,446	)		(1,405,477	)		6,263,704			(37,552,766	)
Basic and Diluted Net Gain (Loss) Per Common Share	$	(0.04	)	$	0.00		$	(0.02	)	$	0.22
Less: Net income attributable to Non-controlling interest		(43,616	)		-			(43,616	)		-			(43,616	)
Basic and Diluted Weighted Average Common Shares Outstanding		46,102,682			33,138,726			40,104,030			32,873,067
Net Income (Loss) attributable to Ensurge	$	(382,776	)	$	(952,446	)	$	(1,361,861	)	$	6,263,704		$	(37,509,150	)
Diluted Net Gain (Loss) Per Common Share	$	(0.04	)	$	0.00		$	(0.02	)	$	0.18
Basic and Diluted Net Gain (Loss) Per Common Share	$	(0.01	)	$	(0.03	)	$	(0.03	)	$	0.19
Diluted Weighted Average Common Shares Outstanding		46.102,682			41,209,825			40,104,030			41,073,616
Basic and Diluted Weighted Average Common Shares Outstanding		65,666,997			33,138,726			48,630,012			32,873,067
Diluted Net Gain (Loss) Per Common Share	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	0.15
Diluted Weighted Average Common Shares Outstanding		65,666,997			33,138,726			48,630,012			41,073,616

~~The accompanying notes are an integral part of these condensed financial statements.~~4

Ensurge, Inc.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2013 ~~AND 2012~~

(UNAUDITED)

	For the Six Months Ended						From Inception of
							From Inception of
	June 30,						Exploration Stage
	For the Nine Months Ended						Exploration Stage
							January 1, 2010
	September 30,						January 1, 2010
							Through
							through
	2013			2012			~~June~~September 30, 2013
Cash Flows From Operating Activities
Net income (loss)	$	(~~978~~1,~~815~~405,477	)	$	76,~~216~~263,~~150~~704		$	(37,~~126~~552,~~104~~766	)
Adjustments to reconcile net income (loss) in to net cash used in operating activities:
Common stock and options issued for services		~~209~~763,~~372~~205			12,~~421~~125,~~803~~204			2728,~~545~~099,~~863~~693
Warrant derivative liability		(~~161~~418,~~271~~005	)		(9,~~264~~275,~~088~~221	)		(8,~~147~~404,~~513~~247	)
Amortization of debt discount		-			-			110,000
Stock issued for interest		81,000			-			171,000
Non-cash interest expense		-			-			302,500
Derivative day-one loss		-			-			11,970,479
Depreciation expense		49,~~358~~408			36,~~914~~199			1621,~~082~~132
Write-off of Goodwill		660,000			-			660,000
Loss from write-off of Goodwill		660,000			-			660,000
Changes in operating assets and liabilities:
Increase( decrease) in trade accounts payable		8,638			36,793			186,423
Increase (decrease) in trade accounts payable		10,615			137,398			188,400
Increase (decrease) in accrued expenses		84,213			-			122,210
Increase (decrease) in accrued interest		127,492			82,500			165,492
Increase (decrease) in accrued liabilities		39104,~~250~~750			5593,~~000~~750			~~310~~375,~~047~~547
Net Cash Used in Operating Activities		(5367,~~255~~012	)		(~~530~~566,~~428~~466	)		(3,~~879~~892,~~013~~770	)
Cash Flows From Investing Activities
Investment in mining rights project		-			-			(58,890	)
Investing in fixed assets		-			-			(58,890	)
Net Cash Provided (Used) by Investing Activities		-			-			(58,890	)
Cash Flows From Financing Activities
Proceeds from cash overdraft		3			-			3
Proceeds from notes payable		52,000			-			1,802,000
Proceeds from notes payable		38,000			-			1,788,000
Repayments of notes payable		-			-			(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			1,349,900
Net Cash Provided (Used) by Financing Activities		3852,~~003~~000			380,000			3,~~937~~951,~~903~~900
Net Increase (decrease) in Cash		(15,~~252~~012	)		(~~150~~186,~~428~~466	)		-240
Cash at Beginning of Period		15,252			214,517			-
Cash at End of Period	$	-240		$	6428,~~089~~051		$	-240
Non-Cash Investing and Financing Activities:
None
Fixed assets acquired with common stock	$	65,500

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

Ensurge, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2013

NOTE 1–ORGANIZATION AND BASIS OF PRESENTATION

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

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, 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 June 30, 2013, and its results of operations and cash flows for the six months ended June 30, 2013 and 2012. The results of operations for the six months ended June 30, 2013, may not be indicative of the results that may be expected for the year ending December 31, 2013.

Business Condition – The Company has suffered losses from operations, and the Company had a working capital deficit in the amount $4,292,874 at June 30, 2013. Part of the deficit is due to outstanding warrants and warrant derivatives. Without the warrant derivatives the adjusted working capital deficit is $3,551,003.

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 $0.50 per share of the Company’s common stock, which may be converted at the option of the lender. 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. The warrants have a 5 year term. In case of default, the Note may be converted into common stock at $0.50 per share. During November 2012, the Company negotiated an extension of these two notes payable, which are due on March 15, 2013 and are currently in default. The principal was increased 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. On May 6, 2013 the Company negotiated with the debt holders to move this liability off of the books of Ensurge and onto its Brazilian subsidiary. As part of the this negotiation the Company agreed to pay a total of 2,000,000 shares of common stock.

Effective 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.

Ensurge, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

~~June~~September 30, 2013

NOTE 1–ORGANIZATION AND BASIS OF PRESENTATION

Organization – On October 16, 2000, iShopper.com, Inc. changed its name to Ensurge, Inc., which is referred to herein as the Company. On January 1, 2002, the Company began liquidation of its assets. During 2009, the Company started a new phase of operations ~~in the mining industry; accordingly~~. 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, 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 ~~June~~September 30, 2013, and its results of operations and cash flows for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012. The results of operations for the ~~six~~nine months ended ~~June~~September 30, 2013, may not be indicative of the results that may be expected for the year ending December 31, 2013.

Business Condition – The Company has suffered losses from operations, and the Company had a working capital deficit in the amount $4,~~292~~160,~~874~~650 at ~~June~~September 30, 2013. ~~Part of the deficit is due to outstanding warrants and warrant derivatives. Without the warrant derivatives the adjusted working capital deficit is $3,551,003.~~

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 $0.50 per share of the Company’s common stock, which may be converted at the option of the lender. 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. The warrants have a 5 year term. In case of default, the Note may be converted into common stock at $0.50 per share. During November 2012, the Company negotiated an extension of these two notes payable, which are due on March 15, 2013 and are currently in default. The principal was increased 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. On May 6, 2013 the Company negotiated with the debt holders to move this liability off of the books of Ensurge and onto its Brazilian subsidiary. As part of ~~the~~ this negotiation the Company agreed to pay a total of 2,000,000 shares of common stock.

Ensurge, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2013

During November 2012, the Company entered into several 12 month notes payable for an aggregate of $150,000.

During April 2013, the Company entered into a 60 day 10% convertible note payable for $15,000, which has not been paid off nor converted into stock. Due to the note being in default the interest rate has now increased to 18%.

On May 9, 2013, the Company entered into a 6 month note payable of $23,000 with interest payable at 22% APR. As part of this note the Company issued 1,000,000 shares of common stock.

During May 2013, the Company entered into two 24 month notes receivable for an aggregate of $75,000 in exchange for 15,000,000 shares of common stock.

During May 2013, the Company acquired 80% of Transglobal Gold Corporation in exchange for 6,000,000 shares of Ensurge common stock and issued 200,000 shares to employees. As part of this transaction the Company recognized goodwill of $660,000 and later wrote it off.

~~The~~On ~~proceeds~~August of16, ~~the~~2013, ~~financing are being used by~~ the Company toentered ~~fund~~into ~~the~~a ~~exploration~~12 ~~for~~month ~~gold~~note ~~mines~~payable orof ~~to acquire relating mining assets~~$9,000 ~~either~~with ~~directly~~interest orpayable ~~through~~at ~~one~~5% ~~or more partnerships or joint ventures, in Brazil or elsewhere in South America~~APR.

~~Principles~~On ofAugust ~~Consolidation – The financial statements have been consolidated with its wholly owned subsidiary~~30, ~~Ensurge Brazil~~2013, ~~LTDA., which was incorporated in Sao Paulo, Brazil on April 18, 2011. Currently~~ the ~~Brazil~~Company ~~entity~~entered ~~has~~into noa ~~assets,~~12 ~~revenues~~month ornote ~~expenses. It has two notes~~ payable, ~~which were transferred from the parent Company Ensurge in the aggregate amount~~ of $15,~~512,500.~~000 ~~Also,~~with ~~the~~interest ~~financial~~payable ~~statements~~at ~~of TransGlobal, which is a Nevada Corporation owned 80~~5% ~~by Ensurge, have been consolidated with Ensurge~~APR. ~~Currently, TransGlobal has no assets, liabilities, revenues or expenses.~~

~~Basic~~The ~~and~~proceeds ~~Diluted~~of ~~Loss~~the ~~Per~~financing ~~Share~~are –being ~~Basic~~used ~~earnings per common share is computed~~ by ~~dividing net loss by~~ the ~~weighted-average~~Company ~~number of common shares outstanding during the period. Diluted loss per share is calculated~~ to ~~give~~fund ~~effect~~operation ~~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 June 30, 2013,~~ the ~~Company~~exploration ~~had~~for ~~11,152,000~~gold ~~warrants~~mines ~~outstanding~~or ofto ~~which~~acquire ~~8,330,000~~relating ~~have~~mining ~~a 5 year term and are all fully vested. 2~~assets,~~822,000~~ ~~have~~either adirectly 2or ~~year~~through ~~term~~one ~~and~~or ~~vest~~more ~~10%~~partnerships ~~each~~or ~~month~~joint ~~starting on May 30~~ventures, ~~2013.~~in AsBrazil ~~of June 30, 2013, the Company had a total of 7,500,000 options of which 7,500,000 have vested~~ and ~~none~~Guyana ~~have~~or ~~been~~elsewhere ~~exercised.~~in ~~The~~South ~~options are all 10 year options with an exercise price ranging from $0~~America.~~125 to $0.50.~~

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, revenues or expenses. It has two notes payable, which were transferred from the parent Company Ensurge in the aggregate amount of $1,512,500. Also, the financial statements of TransGlobal, which is a Nevada Corporation owned 80% by Ensurge, have been consolidated with Ensurge.

Basic and Diluted Loss Per Share – Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is calculated to give effect to potentially issuable common shares which include stock options and stock warrants except during loss periods when those potentially issuable common shares would decrease loss per share. As of September 30, 2013, the Company had 11,152,000 warrants outstanding of which 8,330,000 have a 5 year term and are all fully vested. 2,822,000 have a 2 year term and vest 10% each month starting on May 30, 2013. As of September 30, 2013, the Company had a total of 7,500,000 options of which 7,500,000 are 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 ~~June~~September 30, ~~2013~~2012 are as follows:

Range of exercise price	Number Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price	~~Number~~Aggregate ~~Outstanding~~Intrinsic ~~And Exercisible~~Value		~~Weighted Average Remaining Contractual Life (in years)~~	~~Weighted Average Exercise Price~~		~~Aggregate Intrinsic Value~~
$	0.125 to $1.00				8,612,200	3.67 years	$	0.49	$	0
$0.125 to $1.00	11,152,000	3.32 years	$ 0.50	$ 0

Ensurge, Inc.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2013

Options:

The Company has granted options to purchase shares of Common Stock. All options have ten years to exercise them. Options outstanding and exercisable at September 30, 2013 are as follows:

Options outstanding and exercisable at June 30, 2013 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	7.55 years	$ 0.25	$ 7,500,000

Range of exercise price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price			Aggregate Intrinsic Value
$	0.14 to $0.50		7,500,000	2.53 years	$	0.25		$	0
		Exercise Price			$	0.14 to $0.50
		Term			Ten years
		Volatility				261	%
		Dividends				0	%

Recently Enacted Accounting Standards

Accounting Standards Updates (“ASU”) through ASU No. 2013-11 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

As part of our notes payable agreement, the lending 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 3 – ISSUANCE OF STOCK AND OPTIONS

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 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 issued 1,000,000 shares of common stock to each note holder.

On May 23, 2013, the Company issued 6,000,000 shares of common stock for 80% ownership of TransGlobal Gold Corporation, a Nevada Corporation and 200,000 shares to employees.

On May 22, 2013, the Company issued 2,000,000 shares of common stock to its CEO in exchange for past due wages.

On May 22, 2013, the Company issued 1,000,000 shares of common stock as part of its negotiation with an entity to provide cash and a note payable.

On May 22, 2013, the Company entered into a 24 month 5% note receivable for $50,000 in exchange for 10,000,000 shares of common stock with Workhorse Capital Leasing LLC.

On May 22, 2013, the Company entered into a 24 month 5% note receivable for $25,000 in exchange for 5,000,000 shares of common stock with OG3 LLC.

On May 30, 2013, the Company entered into an employment agreement with its new President and as part of the negotiation, the Company issued 1,420,000 shares of common stock and 2,822,000 warrants ranging from a price of $0.125 to $0.75. These warrants have a 2 year term and vest 10% each month starting on the date of the employment agreement.

~~NOTE~~On 4July –10, ~~LEGAL~~2013, ~~ISSUES~~the Company issued 500,000 shares of common stock to the Vice President of TransGlobal Gold Corp, which Ensurge owns 80%, for current and future services. The entire incentive package is 2,000,000 shares of common stock which 500,000 shares vest every six months.

On ~~March~~August 251, 2013 ~~a Complaint was filed against Ensurge~~, bythe ~~Randall~~Company K.issued ~~Edwards and Gaia~~3, ~~Silva~~500,000 ~~Gaede~~shares &of ~~Associates~~common instock ~~the~~to ~~amount~~various ofemployees ~~$74,924~~ and ~~$18,627,~~persons ~~respectively.~~that ~~These~~have ~~are~~paid ~~liabilities~~ for ~~services~~expenses ~~performed,~~and ~~however,~~equipment ~~due~~for TransGlobal toGold ~~lack of funding the Company has not been able to pay these amount owed~~Corp. ~~These liabilities are booked as part of accounts payable.~~

~~NOTE~~On 5August –16, ~~OTHER~~2013, ~~CORPORATE~~the ~~BUSINESS~~Company issued 400,000 shares of common stock in exchange for equipment purchased for TransGlobal Gold Corp.

On August 29, 2013, the Company issued 2,648,780 shares of common stock for services for Ensurge.

On September 5, 2013, the Company issued 600,000 shares of common stock for services for Ensurge.

NOTE 4 – REVENUE RECOGNITION

Revenue from the sale of gold is recognized when the gold has been delivered to the refinery, weighed, valued based on the current price of gold for that day, and monies have been paid and collected.

NOTE 5 – BUSINESS COMBINATIONS

On May 23, 2013, the Company acquired 80 percent of the outstanding shares of TransGlobal Gold Corp. stock (8,000 shares), by issuing 6,000,000 shares of common stock valued at approximately $660,000. TransGlobal Gold Corp owns land rights, mining licenses and contracts to mine in Guyana. The Company had goodwill of $660,000 arising from the acquisition was expensed during the 2nd quarter of 2013. This transaction has been accounted for according to the FASB ASC 805 guidelines.

The acquisition of 80 percent of TransGlolal Gold Corp was valued as below:

Consideration
Equity instruments (6,000,000 common shares of Ensurge)	$	660,000
Fair value of total consideration transferred		660,000

Assets acquired and liabilities assumed		-
Goodwill	$	660,000
Goodwill impaired		(660,000	)
Goodwill Balance	$	0

Including in the financial statements as of September 30, 2013, from TransGlobal Gold Corp. were fixed assets of $62,417, revenue of $35,284 and operating expenses of $253,367.

NOTE 6 – 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 and has subsequently received a judgment on this complaint. 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.

NOTE 7 – OTHER CORPORATE BUSINESS

On 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, was the Company’s acting President until replacement. During the month of May Jordan Estra resigned from Ensurge’s Brazilian subsidiary and no longer has any affiliation with Ensurge or any of its subsidiary’s.

On May 30, 2013, James D. Miller accepted the position of President and CEO for Ensurge. Jeff Hanks will continue as the Company’s CFO.

NOTE 68 – SUBSEQUENT EVENTS

~~During~~On ~~August~~October 21, 2013, the ~~TransGlobal~~Company ~~Gold~~issued ~~Corp~~570,000 anshares ~~80% owned subsidiary~~ of ~~Ensurge,~~common ~~acquired~~stock ato ~~mine~~various ~~license~~persons ~~application~~in ~~that~~exchange ~~has~~for ~~tied~~paying upexpenses ~~gold bearing property located~~ on the ~~Mazaruni~~behalf ~~river. As part~~ of ~~this~~TransGlobal ~~negotiation~~Gold ~~the Company issued 4 million shares of common stock along with 5 million warrants~~Corp.

On August 16th, 2013, the Company issued 400,000 shares of common Kimberly Ann Jeffrey in exchange for land dredge equipment.

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.

910

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 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.

Ensurge has acquired 80% ownership of TransGlobal Gold Corp., a Nevada Corporation, which is pursuing mining opportunities in Guyana and specifically along the Mazaruni River.

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~~is noexcited to announce revenues ~~for~~from ~~the~~its ~~three~~subsidiary, TransGlobal, Gold Corp. and ~~six~~that ~~months~~it is in production and producing gold during the three month ended ~~June~~September 30, 2013 ~~and 2012~~. The ItCompany ~~continues~~is continuing to ~~search~~review ~~out~~ other ~~opportunities~~projects orand ~~joint~~is ~~ventures~~determining tothe ~~create~~feasibility ~~operations~~of other projects, including capital equipment and ~~revenues~~operating costs.

~~General~~Revenues ~~and administrative expenses~~ for the three months ended ~~June~~September 30, 2013 and 2012 were, respectively, $~~187~~35,~~900~~284 and $~~1,032,930~~0. Revenues ~~General and administrative expenses~~ for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 were, respectively, $~~314~~35,~~869~~284 and $~~1,993,136~~0. All ~~These costs are made up~~ of ~~engineering~~these ~~and~~revenues ~~drilling~~came ~~costs~~from ~~for~~the ~~projects,~~Company’s ~~audit,~~80 ~~legal,~~percent ~~option~~owned ~~expense~~subsidiary ~~and~~TransGlobal ~~consulting~~Gold ~~fees, along with travel expenses incurred while performing due diligence on current projects and looking for acquisitions or other business opportunities in Brazil~~Corp.

~~The~~General ~~warrant~~and ~~derivative~~administrative ~~income~~expenses ~~or expense~~ for the three months ended ~~June~~September 30, 2013 and 2012 were, respectively, ~~a loss of~~ $~~665~~675,~~433~~406 and ~~a gain of~~ $1936,~~174,085~~098. General ~~The~~and ~~warrant~~administrative ~~derivative~~expenses ~~income or expense~~ for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 ~~was~~were, respectively, ~~a gain of~~ $~~161~~990,~~271~~274 and $92,~~264~~929,~~088~~234. These ~~This~~costs ~~income~~are ~~and~~made ~~expense~~up isof ~~due~~engineering toand ~~change~~drilling incosts ~~value~~for ofprojects, ~~the~~audit, ~~warrants~~legal, ~~derivative~~option ~~liability~~expense and consulting fees, ~~which~~along iswith ~~determined~~travel inexpenses ~~part~~incurred ~~from~~while ~~the~~performing ~~change~~due ofdiligence ~~closing~~on ~~stock~~current ~~price~~projects ~~from~~and ~~January~~looking tofor ~~June~~acquisitions ~~and~~or ~~March~~other tobusiness ~~June~~opportunities ~~2013~~in ~~and~~South ~~2012~~America.

The ~~loss~~warrant ofderivative ~~write-off~~income ofor ~~Goodwill~~expense for the three months ended ~~June~~September 30, 2013 and 2012 were, respectively, a gain of $~~660~~256,~~000~~734 and a gain of $011,133. This ~~The~~income ~~loss~~is due to change in value of ~~write-off~~the warrants derivative liability, which is determined primarily from the change of ~~Goodwill~~closing stock price from June to September 2013 and 2012. The warrant derivative income or expense for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 was, respectively, a gain of $~~660~~418,~~000~~005 and a gain of $09,275,221. This ~~expense~~income is due to ~~the~~change ~~issuance~~in value of ~~stock~~the ~~for~~warrants ~~80%~~derivative ofliability, ~~TransGlobal.~~which ~~Due~~is todetermined ~~TransGlobal~~primarily ~~not~~from ~~having~~the ~~any~~change ~~assets~~of ~~the~~closing ~~purchase~~stock ~~value~~price ~~was~~from ~~considered~~January to beSeptember ~~goodwill~~2013 and ~~was written off due to no estimated time of revenues~~2012.

Interest expense was $~~123~~43,~~654~~004 and $27,500 for the three months ended ~~June~~September 30, 2013 and 2012, respectively. Interest expense was $~~165~~208,~~217~~492 and $5582,~~000~~500 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. The interest expense is loan interest from the notes payable the Company has incurred ~~over~~during ~~the~~2013 ~~past~~and ~~year~~2012.

Interest income for the three months ended ~~June~~September 30, 2013 and 2012 was, respectively, $0 and $5919. Interest income for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 was, respectively, $0 and $~~198~~217. This income is from interest bearing bank accounts.

1011

Liquidity and Capital Resources

During April 2013, the Company entered into a 60 day convertible note payable for $15,000.

On May 9, 2013, the Company entered into a 6 month note payable of $23,000. These funds were used to complete and file the year end 10-K for 2012 and the March 31, 2013 10-Q.

On August 16, 2013, the Company entered into a 12 month note payable of $9,000 with interest payable at 5% APR,

On August 30, 2013, the Company entered into a 12 month note payable of $5,000 with interest payable at 5% APR.

The Company is continuing to look for additional funds, however, if the Company is unable to obtain additional funds to operate it will decrease its operations until such time that it is able to obtain additional financing for its 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 net losses from operations since it adopted its new business plan in January 2010, and it has limited liquidity. Management anticipates that the Company will be dependent, for the near future, on additional capital to fund its operating expenses and 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. Quantitative and Qualitative 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 ~~June~~September 30, 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 not 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.

1112

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

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

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 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 issued 1,000,000 shares of common stock to each note holder.

On May 22, 2013, the Company issued 6,000,000 shares of common stock for 80% ownership of TransGlobal Gold Corporation, a Nevada Corporation and 200,000 shares to employees.

On May 22, 2013, the Company issued 2,000,000 shares of common stock to its CEO in exchange for past due wages.

On May 22, 2013, the Company issued 1,000,000 shares of common stock as part of its negotiation with an entity to provide cash and a note payable.

On May 22, 2013, the Company entered into two 24 month note receivable for an aggregate of $75,000 in exchange for 15,000,000 shares of common stock.

On May 30, 2013, the Company entered into an employment agreement with its new President and as part of the negotiation, the Company issued 1,420,000 shares of common stock and 2,822,000 warrants

On July 10, 2013, the Company issued 500,000 shares of common stock to the Vice President of TransGlobal Gold Corp, which Ensurge owns 80%, for current and future services.

On August 1, 2013, the Company issued 3,500,000 shares of common stock to various employees and person that have paid for expenses and equipment for TransGlobal Gold Corp.

On August 16, 2013, the Company issued 400,000 shares of common stock in exchange for equipment purchased for TransGlobal Gold Corp.

On August 29, 2013, the Company issued 2,648,780 shares of common stock for services for Ensurge.

On September 5, 2013, the Company issued 600,000 shares of common stock for services for Ensurge.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

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

1213

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

(a) Exhibits.

10.1	Acquistion Agreement with TransGlobal Gold Corporation. Dated May 23, 2013, previously filed with 8-K on June 19, 2013.
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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.
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)
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.
Set forth below are the additional exhibits for the filing based on the new XBRL rules.
	101.INS	XBRL Instance
101.INS	XBRL Instance
	101.XSD	XBRL Schema
101.XSD	XBRL Schema
	101.CAL	XBRL Calculation
101.CAL	XBRL Calculation
	101.DEF	XBRL Definition
101.DEF	XBRL Definition
	101.LAB	XBRL Label
101.LAB	XBRL Label
101.PRE	XBRL Presentation

(b) Reports on Form 8-K.

~~1.01 Acquistion Agreement with TransGlobal Gold Corporation. Dated May 23, 2013, previously filed with 8-K on June 19, 2013.~~None

SIGNATURES

	Ensurge, Inc.
August 19, 2013	/s/ James D. Miller
	James D. Miller, Chief Executive Officer
	(Principal Executive Officer)
August 19, 2013	/s/ Jeff A. Hanks
	Jeff A. Hanks, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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.

November 19, 2013	/s/ James D. Miller
	James D. Miller, Chief Executive Officer
	(Principal Executive Officer)

	/s/ Jeff A. Hanks
November 19, 2013	Jeff A. Hanks, Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Filing Compare · ENSURGE INC