Attached files
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 30, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 033-03275-D
Ensurge, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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87-0431533
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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1001 Brickell Bay Drive, 27th Floor
Miami, Florida 33131
(Address of principal executive offices)
888-978-9994
(Issuer’s telephone number)
(Former address, 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 29,362,341 shares of common stock, $0.001 par value, issued and outstanding as of November 21, 2011.
Ensurge, Inc.
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2011
TABLE OF CONTENTS
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Page
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PART I-FINANCIAL INFORMATION
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Item 1. Financial Statements
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Balance Sheets (Unaudited) as of September 30, 2011 and December 31, 2010
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3
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Statements of Operations
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(Unaudited) for the Three and nine Months Ended September 30, 2011 and 2010 and from inception of exploration stage to September 30, 2011
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4
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Statements of Cash Flows (Unaudited) for the nine Months Ended September 30, 2011 and 2010 and from inception of exploration
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5
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Notes to Financial Statements (Unaudited)
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6
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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8
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Item 3. Quantitative and Qualitative Disclosures About Market Risk. …………………………
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10
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Item 4. Controls and Procedures
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10
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
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12
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Item 1A. Risk Factors
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12
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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12
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Item 3. Defaults Upon Senior Securities
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12
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Item 4. (Removed and Reserved)
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12
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Item 5. Other Information
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12
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Item 6. Exhibits and Reports on Form 8-K
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12
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Signatures
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13
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2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Ensurge, Inc.
(An Exploration Stage Company)
BALANCE SHEETS
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September 30,
2011
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December 31,
2010
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ASSETS
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(Unaudited)
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(Audited)
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Current Assets
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Cash
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$ | 9,660 | $ | 1,146,936 | ||||
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Total Current Assets
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9,660 | 1,146,936 | ||||||
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Net Fixed Assets
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3,181 | - | ||||||
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Investment in mining rights projects
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886,753 | 310,829 | ||||||
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Total Other Assets
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889,934 | 310,829 | ||||||
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Total Assets
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$ | 899,594 | $ | 1,457,765 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Trade accounts payable
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$ | 91,048 | $ | 215,451 | ||||
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Convertible notes payable (net of discount) and accrued interest
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534,948 | - | ||||||
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Proceeds for common stock to be issued
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1,360,000 | 1,360,000 | ||||||
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Warrants derivative liability
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39,932,045 | 2,605,030 | ||||||
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Total Current Liabilities
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41,918,041 | 4,180,481 | ||||||
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Stockholders' Deficit
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Common stock - $0.001 par value; 100,000,000 shares authorized;
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29,362,341 and 29,485,341 shares outstanding, respectively
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29,362 | 29,485 | ||||||
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Additional paid-in-capital
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25,414,406 | 24,054,450 | ||||||
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Accumulated deficit
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(23,315,973 | ) | (23,315,973 | ) | ||||
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Exploration stage deficit
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(43,146,242 | ) | (3,490,678 | ) | ||||
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Total Stockholders' Deficit
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(41,018,447 | ) | (2,722,716 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 899,594 | $ | 1,457,765 | ||||
The accompanying notes are an integral part of these condensed financial statements.
3
Ensurge, Inc.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
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For the Three Months
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For the Nine Months
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From
Inception of
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Ended September 30,
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Ended September 30,
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Exploration
Stage
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January 1,
2010
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through
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2011
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2010
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2011
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2010
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September 30,
2011
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Sales
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Expenses
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General and administrative
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407,979 | 1,309,991 | 2,304,920 | 1,631,654 | 4,260,659 | |||||||||||||||
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Total Expenses
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407,979 | 1,309,991 | 2,304,920 | 1,631,654 | 4,260,659 | |||||||||||||||
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Operating Loss
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(407,979 | ) | (1,309,991 | ) | (2,304,920 | ) | (1,631,654 | ) | (4,260,659 | ) | ||||||||||
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Other income (expense)
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Warrant derivative expense
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(35,543,018 | ) | (80,659 | ) | (35,667,963 | ) | (80,659 | ) | (37,204,738 | ) | ||||||||||
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Interest Expense
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(1,684,000 | ) | - | (1,684,000 | ) | - | (1,684,000 | ) | ||||||||||||
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Interest income
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48 | 617 | 1,319 | 1,498 | 3,155 | |||||||||||||||
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Net Loss
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$ | (37,634,949 | ) | $ | (1,390,033 | ) | $ | (39,655,564 | ) | $ | (1,710,815 | ) | $ | (43,146,242 | ) | |||||
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Basic and Diluted Net Gain (Loss) Per Common Share
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$ | (1.28 | ) | $ | (0.05 | ) | $ | (1.34 | ) | $ | (0.06 | ) | ||||||||
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Basic and Diluted Weighted Average Common Shares Outstanding
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29,423,482 | 28,235,884 | 29,614,867 | 27,880,945 | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
4
Ensurge, Inc.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011
(UNAUDITED)
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From Inception
of
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For the Nine Months Ended
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Exploration
Stage
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September 30,
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January 1, 2
010
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through
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2011
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2010
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September 30,
2011
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Cash Flows From Operating Activities
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Net loss
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$ | (39,655,564 | ) | $ | (1,710,815 | ) | $ | (43,146,242 | ) | |||
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Adjustments to reconcile net gain to net cash used in operating activities:
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Common stock and options issued for services
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3,020,250 | 1,017,417 | 4,044,991 | |||||||||
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Warrant derivative expense
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35,667,963 | 80,659 | 37,204,738 | |||||||||
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Accumulated Depreciation
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636 | - | 636 | |||||||||
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Changes in operating assets and liabilities:
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Accrued interest
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24,948 | - | 24,948 | |||||||||
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Increase (decrease) in prepaid expenses
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- | (7,000 | ) | (7,000 | ) | |||||||
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Increase (decrease) in trade accounts payable
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(16,553 | ) | 34,546 | 87,997 | ||||||||
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Increase (decrease) in accrued liabilities
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- | (10,928 | ) | (14,738 | ) | |||||||
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Net Cash Used in Operating Activities
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(958,320 | ) | (596,121 | ) | (1,804,670 | ) | ||||||
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Cash Flows From Investing Activities
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Investing in fixed assets
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(3,817 | ) | - | (3,817 | ) | |||||||
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Investment in mining rights project
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(685,139 | ) | (105,000 | ) | (886,753 | ) | ||||||
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Net Cash Provided (Used) by Investing Activities
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(688,956 | ) | (105,000 | ) | (890,570 | ) | ||||||
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Cash Flows From Financing Activities
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Proceeds from exercise of warrants for
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common stock to be issued
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- | 560,000 | 1,360,000 | |||||||||
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Proceeds from Notes Payables
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510,000 | - | 510,000 | |||||||||
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Purchase treasury stock
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- | (60,000 | ) | (60,000 | ) | |||||||
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Proceeds from issuance of common stock
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- | 485,800 | 894,900 | |||||||||
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Net Cash Provided (Used) by Financing Activities
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510,000 | 985,800 | 2,704,900 | |||||||||
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Net Increase (decrease) in Cash
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(1,137,276 | ) | 284,679 | 9,660 | ||||||||
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Cash at Beginning of Period
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1,146,936 | - | - | |||||||||
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Cash at End of Period
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$ | 9,660 | $ | 284,679 | $ | 9,660 | ||||||
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Non-Cash Investing and Financing Activities:
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None
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Ensurge, Inc.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
September 30, 2011
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 2010, the Company started a new phase of operations. 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 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, 2010, 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 financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2011, and its results of operations and cash flows for the nine months ended September 30, 2011 and 2010. The results of operations for the nine months ended September 30, 2011, may not be indicative of the results that may be expected for the year ending December 31, 2011.
Business Condition – The Company has suffered losses from operations, and the Company had a working capital deficit in the amount $41,908,381 at September 30, 2011. The majority of the deficit is due to outstanding warrants and warrant derivatives. During 2010 the Company raised approximately $2.3 million dollars by selling common stock and warrants. The proceeds of the financing will be used to help the Company maintain operations and to fund the exploration for gold mines and/or acquisition of mining assets, either directly or through one or more partnerships or joint ventures in Brazil or elsewhere in
South America and North America.
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, 2011, the Company had 6,571,000 warrants outstanding and 7,500,000 options of which 5,925,000 have vested and none have been exercised.
Recently Enacted Accounting Standards – In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP
was not intended to be changed as a result of the Codification, and accordingly the change did not impact the Company’s financial statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards (“SFAS”) SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued. SFAS Nos. 166, 167 and 168 have no current applicability to the Company or their effect on the financial
statements would not have been significant.
6
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. 2011-07, 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.
The Company’s policy for Fixed Assets is any equipment purchased that has a cost of $1,000 or greater is capitalized and depreciated over a straight line basis.
NOTE 2 – INVESTMENT IN MINING RIGHTS
Investment in mining rights is made up of the engineering fees and drillings costs for several projects that we currently have preliminary agreements. Once we have completed the analysis of these projects, the Company will purchase appropriate equipment to recover the gold from the tailings. When operations have started the Company will then amortize these costs over the life of the projects, which may vary from 3 to 10 years, depending on the size of the project.
NOTE 3 – ISSUANCE OF STOCK AND OPTIONS
In January 2011, the Company entered into a contract with Cameron Associates, Inc. for investor relation consulting services. The Company pays Cameron Associates a monthly fee along with a one-time payment of 150,000 shares of the Company’s common stock.
In April 2011, the Company entered into an agreement with ProActive Capital Resources Group LLC.for a monthly cash payment along with a one-time payment of 75,000 shares of the Company’s common stock.
During the month of June 2011, the Company issued 2,200,000 options at a price of $0.50 to its Officers for a total value of $1,057,592 for services rendered, which was charged to expense. These valuations are based on the Black Sholes model for SEC reporting purposes; however the exercise price was based on fair market value.
In July 2011, the Company paid outstanding invoices using common stock to the Company’s legal counsel, Randal Edwards. The total amount paid was $13,500 at a price of $0.50 for a total of 27,000 shares of the Company’s common stock. However, we valued this transaction for the financial statements using the closing trade price on that day of $5.40 for total expense of $145,800.
During the month of July 2011, 375,000 shares of the Company’s common stock were returned to treasury, due to a consulting agreement which was not entered into.
7
In August 2011 the Company entered into two 90 day convertible Notes Payable for $280,500 each, from Bristol Investment Funds and St. George Investments. These notes also include 280,500 warrants each for a total of 561,000 warrants at an exercise price of $1.00 per share. Using the Lattice model, we valued these warrants based on the closing price of the market at $3.00 for additional interest expense of $1,659,052.
NOTE 4 – SUBSEQUENT EVENTS
During the month of October 2011 the Company entered into two twelve month convertible Notes Payable for $605,000 each, for a total funding of $1,210,000, with an initial issue discount of 10% and total proceeds of $1,100,000. These notes may be converted at a fixed price of $1.50 per share of the Company’s common stock. However, if the Company obtained other financing at a lower price, then the shares issued would be adjusted to reflect the price difference. These notes also include 950,000 warrants each for a total of 1,900,000 warrants at an exercise price of $1.00 per share and have a cashless exercise provision. In case of default the Note
may be converted into common stock at $1.50 per share or 80% of the current market bid price, whichever is lower.
A total of $561,000 of these funds were used to pay back the 90 day convertible Notes Payable, which were paid in full on October 31, 2011.
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 Development and Business Plan
The Company is pursuing opportunities in the gold mining industry, with emphasis on opportunities in South America and North America. Though several mining opportunities have been reviewed and rejected by the Company, research and investigation of mining opportunities continues. The Company’s process for projects has several steps; (1) enter into a letter of understanding, (2) perform metallurgical testing and obtain assay results to determine if the project is viable, (3) enter into a definitive agreement, (4) obtain financing to purchase the capital needed for the project.
Currently, the Company has entered into several initial agreements and letters of understanding to explore for recoverable reserves in tailings on several mines in Brazil. The Company has also entered into an agreement to process tailings in Guyana, South America and in the State of New Mexico.
Brazil
Drilling, sampling and assaying have been completed on two projects; Campos and Rodui. Drilling and sampling has been completed on two additional projects, Rondon and Nascimento, but we have incomplete assays and await the final assays on these projects. The agreements between Campos, Rodui, Rondon, and Nascimento are preliminary agreements to be followed by a definitive detailed agreement. These current preliminary agreements for Campos, Rodui, and Rondon states that Ensurge will provide capital equipment, process the tailings and split the net profits. The Rondon preliminary agreement states that Ensurge will pay an upfront fee to acquire the rights to
process the Rondon tailings and maintain 100% of the profits. For all of these projects in Brazil, Ensurge will have to raise additional capital to be able to execute on any of its agreements.
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Tailings Gold Recovery Plants
Ensurge is designing tailing processing plants to use modern, multi-stage gravity recovery methods. All plants designed for tailings gold recovery are modular in design and can be easily transported to another project site. Thus, while any individual project in the Pocone area of Brazil is likely to be short lived, the plants can be readily disassembled into major components and moved to a new project site. Capital costs will therefore be more modest as new projects replace depleted operations.
Guyana
Ensurge has entered into an agreement with GlobalMin Guyana, Inc. which has experience, relationships, and contacts within the country of Guyana. GlobalMin is a consulting company focusing on geological and mining exploration in Guyana. Through these contacts GlobalMin has assisted Ensurge enter into a preliminary agreement (with a definitive contract to follow) with Correia Mining, a privately owned mining company that has been operating in Guyana for about 70 years. Under terms of the preliminary Agreement, Ensurge will bear all costs for evaluation of the gold, platinum, palladium and silver content of the tailings at Correia Mining properties, development of
recovery technology and construction of metal recovery plants. In exchange, Correia will receive a royalty of 14% of revenue and grant Ensurge access to all of its tailings accumulated over its mining history in Guyana, provide assistance in dealing with regulatory bodies and provide on-site infrastructure (which costs will be reimbursed by Ensurge). Ensurge will split 50/50 the EBITDA from its Guyana operations with GlobalMin which has facilitated the Agreement with Correia and will continue to provide consulting services with these projects. Upon completion of initial tests, Ensurge hopes to enter into the definitive agreement with Correia Mining. Ensurge will have to raise additional capital to be able to execute on any of its contracts including any contracts with Correia Mining. Without additional capital, Ensurge will not be
able to perform on any contracts.
New Mexico, USA
Ensurge has completed an Agreement with the WOB Equities of Lubbock, Texas to obtain access to tailings located in New Mexico. Ensurge has taken samples and received positive assay results for gold, silver, platinum and rhodium. Ensurge will make progress payments of $1.3 million dollars and royalty payments of 32% of net revenues. Ensurge is working with an engineering firm to best determine the proper process and equipment needed to extract the precious metals. It is estimated that it will take six to twelve months to complete the testing and build an operating plant. Ensurge will need to raise additional capital to meet these progress
payments. If additional capital is not obtained, Ensurge would be in default on the agreement and any funds paid to date would be lost.
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 30, 2011 and 2010. 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.
General and administrative expenses for the three months ended September 30, 2011 and 2010 were, respectively, $407,979 and $1,309,991. General and administrative expenses for the nine months ended September 30, 2011 and 2010 were, respectively, $2,304,920 and $1,631,654. These costs are made up of engineering, 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 South and North America.
9
The warrant derivative expense for the three months ended September 30, 2011 and 2010 was, respectively, $35,543,018 and $80,659. The warrant derivative expense for the nine months ended September 30, 2011 and 2010 was, respectively, $35,667,963 and $80,659. This expense is due to the loss in of the warrants liability from July to September 2011 and January to September 2011, respectively. These valuations are based on the lattice model.
The lattice model is used as a tool to estimate and determine the fair value of stock options, warrants and derivatives. The warrant derivatives expensed above are based on valuations from the lattice model and are not actual cash expenses. The Company does not believe these expenses will ever be realized on a cash basis
Interest expense for the three months ended September 30, 2011 and 2010 was, respectively, $1,684.000 and $0. Interest expense for the nine months ended September 30, 2011 and 2010 was, respectively, $1,684,000 and $0. Of this expense as of September 30, 2011, $24,948 was accrued interest expense from short term notes, the remaining $1,659,052 was additional expense due to warrants issued as part of the note being valued using the lattice model.
Interest income for the three months ended September 30, 2011 and 2010 was, respectively, $48 and $617. Interest income for the nine months ended September 30, 2011 and 2010 was, respectively, $1,318 and $1,498. This income is from interest bearing cash accounts.
Liquidity and Capital Resources
The Company has financed its operations to date primarily through private placements of equity securities and convertible debt instruments. The Company has been unprofitable since inception and has incurred net losses in each quarter and year. During 2010 the Company sold an aggregate of 5,600,000 warrants and 3,100,000 shares of common stock for $2,325,000. Due to these transactions the Company has booked a current liability of $1,360,000 and a warrant derivative liability of $39,932,045. This has created a working capital deficit in the amount of $41,908,381. Neither of these amounts will be paid out in cash, but are equity
transactions. Thus, by taking those amounts out, the adjusted working capital deficit is $616,336.
The Company is looking for opportunities to add to its capital and cash flow for current and future projects. It cannot guarantee success in the raising of future funds, but will continue in its efforts to do so.
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, 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 anticipated growth. 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. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
10
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The Company’s chief executive officer and chief financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934, Rules 13a-14(c) and 15-d-14(c)) as of Septemer 30, 2011, have concluded that, as of the evaluation date, the Company’s disclosure controls and procedures were adequate and designed to ensure that material information relating to the Company and its subsidiaries would be made known to them by others within those entities.
(b) Changes in Internal Controls. There were no significant changes in the Company’s internal controls, or, to the Company’s knowledge, in other factors that could significantly affect these controls subsequent to the evaluation date.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Principal/Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting. During the course of this assessment, management identified a material weakness relating primarily to recording complex financial transactions.
The Company has a lack of staffing within its accounting department, in terms of the small number of employees performing its financial and accounting functions, which does not provide the necessary separation of duties. Management believes the lack of accounting and financial personnel amounts to a material weakness in its internal control over financial reporting, as a result, on the date of this Report, its internal control over financial reporting is not effective. The Company will continue to evaluate the employees involved and the hiring of additional accounting staff. However, the Company will be unable to remedy this material weakness in its internal
controls until the Company has the financial resources that allow the Company to hire additional qualified employees.
11
|
PART II - OTHER INFORMATION
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||
|
Item 1.
|
Legal Proceedings | |
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None
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||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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|
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In July 2011, the Company paid outstanding invoices using common stock to the Company’s legal counsel, Randal Edwards. The total amount paid was $13,500 at a price of $0.50 for a total of 27,000 shares of the Company’s common stock. However, we valued this transaction for the financial statements using the closing trade price on that day of $5.40 for total expense of $145,800.
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||
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Item 3.
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Defaults Upon Senior Securities
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|
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None
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||
|
Item 4.
|
(Removed and Reserved)
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|
|
Item 5.
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Other Information
|
|
|
There were no other items to be reported under Part II of this report.
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||
|
Item 6.
|
Exhibits and Reports on Form 8-K. | |
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(a)
|
Exhibits.
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|
|
10.1
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Promissory Note with Next View Capital, LP
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|
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10.2
|
Promissory Note with Zadar LLC
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|
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10.3
|
Common Stock Purchase Warrants – Next View Capital , LP
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|
| 10.4 |
Common Stock Purchase Warrants – Zadar, LLC
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|
|
10.5
|
Securities Purchase Agreement
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|
|
10.6
|
Security Agreement
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|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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|
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31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
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12
Set forth below are the additional exhibits for the filing based on the new XBRL rules.
| 101.INS |
XBRL Instance
|
|
| 101.XSD |
XBRL Schema
|
|
| 101.CAL |
XBRL Calculation
|
|
| 101.DEF |
XBRL Definition
|
|
| 101.LAB |
XBRL Label
|
|
| 101.PRE |
XBRL Presentation
|
|
| (b) |
Reports on Form 8-K.
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|
|
None.
|
||
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.
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Ensurge, Inc.
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|
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November 21, 2011
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/s/ Jordan M. Estra
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|
Jordan M. Estra, Chief Executive Officer
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|
|
(Principal Executive Officer)
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|
|
November 21, 2011
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/s/ Jeff A. Hanks
|
|
Jeff A. Hanks, Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
13