SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
earliest event reported: December 31,
2009
ENSURGE, INC.
(Exact
name of registrant as specified in charter)
NEVADA
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33-03275
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87-0431533
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
|
file
number)
|
identification
no.)
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4766
Holladay Blvd.
Holladay, Utah
84117
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code (801) 273-9300
Item
3.02 Unregistered Sale of Equity Securities
Effective December 31, 2009, various
creditors of the Company converted approximately $1.9 million in debt to equity
of the Company. The conversion rate was approximately $.000 per
share. As a result of the conversion, the Company issued
approximately 25.5 million shares of restricted common stock. The
Company believes the conversions are exempt from registration, pursuant to
Section 4(2) of the Securities Act of 1933 (as amended), as a private
transaction not involving a public offering.
Item
5.01 Changes in Control of Registrant
In December 2009, the Company appointed
Michael Campbell to the Board of Directors and to serve as the Company’s CEO and
President. Mr. Jeff Hanks resigned as President and continues as a
Director and CFO. See Item 5.02 below.
Due to Company’s conversion of debt,
the Company’s former president is no longer the controlling
shareholder. The issuance of restricted shares pursuant to the debt
conversions resulted in a broader ownership of the Company’s equity
securities. Consequently, no one person or entity owns more than
twenty percent of the Company’s common stock. Management does anticipate any
changes in controlling ownership of the Company in the near future.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
Following conversion of debt, the
Company appointed Michael Campbell to the Board of Directors and to serve as the
Company’s CEO and President. Mr. Campbell will serve in those
positions until resignation or replacement. Mr. Jeff Hanks resigned
as President, but continues as a Director and CFO.
Mr. Campbell, age 53, has served as the
managing director of both M1 Advisors LLC and M1 Capital Group Ltd., since
founding those companies in 2002 and 2004, respectively. M1 Advisors LLC and M1
Capital Group Ltd. are business advisory and merchant banking firms that provide
growth capital and financial advisory services to high-growth companies in
emerging markets. Mr. Campbell has over 27 years of experience founding,
financing, building and operating high-growth companies
worldwide. Mr. Campbell owns two million shares of the Company’s
common stock.
Item
8.01 Other Events
On or about December 4, 2009, the
Company issued a press release indicating the decision to move in a new business
direction. The Company had, for many years, worked towards
restructuring its debt and equity with the hope of continuing work in the
internet industry which was the basis of most operations. The Company
is now pursuing opportunities in the gold mining industry, with emphasis on
opportunities in South America. Though several packages have been
reviewed and rejected by the Company, research and investigation of mining
opportunities continues. Additionally, though no decisions have been
made with regards to specific properties or projects, the Company currently
anticipates entering into a preliminary agreements during the first quarter of
2010.
The Company is working on arrangements
for in infusion of private capital. There is no guarantee that the Company
will be successful in developing any business opportunities or acquiring any
operational capital.
Any investment in the Company is a
highly speculative investment and should only be made by those investors who are
capable of bearing the risk of losing the entire value of their
investment.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
ENSURGE,
INC.
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Date:
January 6, 2010
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By
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/s/
Michael Campbell
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Michael
Campbell
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President
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