Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 19, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'ENSURGE INC | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000789879 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 69,877,506 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
BALANCE SHEETS | ' | ' |
Cash | $240 | $15,252 |
Total Current Assets | 240 | 15,252 |
Fixed assets (net of depreciation) | 104,378 | 49,451 |
Total Other Assets | 104,378 | 49,451 |
Total Assets | 104,618 | 64,703 |
Trade accounts payable | 182,365 | 171,750 |
Accrued liabilities | 276,625 | 171,875 |
Accrued interest | 142,263 | 14,771 |
Notes Payable | 1,714,500 | 1,662,500 |
Proceeds for common stock to be issued | 1,360,000 | 1,360,000 |
Warrants derivative liability | 485,137 | 903,142 |
Total Current Liabilities | 4,160,890 | 4,284,038 |
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 | 56,818,159 | 55,209,889 |
Stock subscription receivable | -75,000 | ' |
Accumulated deficit | -23,315,973 | -23,315,973 |
Exploration stage deficit | -37,509,150 | -36,147,289 |
Total Ensurge Equity | -4,012,656 | -4,219,335 |
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 |
BALANCE_SHEETS_PARENTHETICAL
BALANCE SHEETS (PARENTHETICAL) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
BALANCE SHEETS (PARENTHETICAL) | ' | ' |
Common Stock par value | $0.00 | $0.00 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares outstanding | 69,307,506 | 34,038,726 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 45 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
STATEMENTS OF OPERATIONS | ' | ' | ' | ' | ' |
Sales | $35,284 | ' | $35,284 | ' | $35,284 |
General and administrative | 675,406 | 936,098 | 990,274 | 2,929,234 | 30,452,013 |
Total Expenses | 675,406 | 936,098 | 990,274 | 2,929,234 | 30,452,013 |
Operating Loss | -640,122 | -936,098 | -954,990 | -2,929,234 | -30,416,729 |
Gain (Loss) on derivative | 256,734 | 11,133 | 418,005 | 9,275,221 | 7,265,733 |
Derivative day-one loss | ' | ' | ' | ' | -11,970,479 |
Loss of Write-off Goodwill | ' | ' | -660,000 | ' | -660,000 |
Interest Expense | -43,004 | -27,500 | -208,492 | -82,500 | -1,774,836 |
Interest income | ' | 19 | ' | 217 | 3,545 |
Net Income ( Loss) | -426,392 | -952,446 | -1,405,477 | 6,263,704 | -37,552,766 |
Less: Net income attributable to Non-controlling interest | -43,616 | ' | -43,616 | ' | -43,616 |
Net Income (Loss) attributable to Ensurge | ($382,776) | ($952,446) | ($1,361,861) | $6,263,704 | ($37,509,150) |
Basic and Diluted Net Gain (Loss) Per Common Share | ($0.01) | ($0.03) | ($0.03) | $0.19 | ' |
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 | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 45 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
STATEMENTS OF CASH FLOWS | ' | ' | ' |
Net income (loss) | ($1,405,477) | $6,263,704 | ($37,552,766) |
Common stock and options issued for services | 763,205 | 2,125,204 | 28,099,693 |
Warrant derivative liability | -418,005 | -9,275,221 | -8,404,247 |
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 | 9,408 | 6,199 | 21,132 |
Loss from write off of Goodwill | 660,000 | ' | 660,000 |
Increase (decrease) in trade accounts payable | 10,615 | 137,398 | 188,400 |
Increase (decrease) in accrued interest | 127,492 | 82,500 | 165,492 |
Increase (decrease) in accrued liabilities | 104,750 | 93,750 | 375,547 |
Net Cash Used in Operating Activities | -67,012 | -566,466 | -3,892,770 |
Investing in fixed assets | ' | ' | -58,890 |
Net Cash Provided (Used) by Investing Activities | ' | ' | -58,890 |
Proceeds from notes payable | 52,000 | ' | 1,802,000 |
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 | 52,000 | 380,000 | 3,951,900 |
Net Increase (decrease) in Cash | -15,012 | -186,466 | 240 |
Cash at Beginning of Period | 15,252 | 214,517 | ' |
Cash at End of Period | 240 | 28,051 | 240 |
Fixed assets acquired with common stock | $65,500 | ' | ' |
Note_1_Organization_and_Basis_
Note 1 - Organization and Basis of Presentation | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Notes | ' | ||||
Note 1 - Organization and Basis of Presentation | ' | ||||
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. 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, 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 financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the Company’s financial position as of September 30, 2013, and its results of operations and cash flows for the nine months ended September 30, 2013 and 2012. The results of operations for the nine months ended 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 $4,160,650 at September 30, 2013. | |||||
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 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. | |||||
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. | |||||
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 proceeds of the financing are being used by the Company to fund operation and the exploration for gold mines or to acquire relating mining assets, either directly or through one or more partnerships or joint ventures, in Brazil and Guyana or elsewhere in South America. | |||||
Principles of Consolidation – The financial statements have been consolidated with its wholly owned subsidiary, Ensurge Brazil, LTDA., which was incorporated in Sao Paulo, Brazil on April 18, 2011. Currently the Brazil entity has no assets, 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 September 30, 2012 are as follows: | |||||
Range of exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Aggregate Intrinsic Value | |
$0.125 to $1.00 | 11,152,000 | 3.32 years | $ 0.50 | $ 0 | |
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: | |||||
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 | |
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_Conting
Note 2 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 2 - Commitments and Contingencies | ' |
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_O
Note 3 - Issuance of Stock and Options | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 3 - Issuance of Stock and Options | ' |
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. | |
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. The entire incentive package is 2,000,000 shares of common stock which 500,000 shares vest every six months. | |
On August 1, 2013, the Company issued 3,500,000 shares of common stock to various employees and persons 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. |
Note_4_Revenue_Recognition
Note 4 - Revenue Recognition | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 4 - Revenue Recognition | ' |
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
Note 5 - Business Combinations | 9 Months Ended | ||
Sep. 30, 2013 | |||
Notes | ' | ||
Note 5 - Business Combinations | ' | ||
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
Note 6 - Legal Issues | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 6 - Legal Issues | ' |
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_Busines
Note 7 - Other Corporate Business | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 7 - Other Corporate Business | ' |
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_8_Subsequent_Events
Note 8 - Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Notes | ' |
Note 8 - Subsequent Events | ' |
NOTE 8 – SUBSEQUENT EVENTS | |
On October 21, 2013, the Company issued 570,000 shares of common stock to various persons in exchange for paying expenses on the behalf of TransGlobal Gold Corp. | |
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. |
Note_1_Organization_and_Basis_1
Note 1 - Organization and Basis of Presentation: Business Condition (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Business Condition | ' |
Business Condition – The Company has suffered losses from operations, and the Company had a working capital deficit in the amount $4,160,650 at September 30, 2013. | |
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 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. | |
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. | |
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 proceeds of the financing are being used by the Company to fund operation and the exploration for gold mines or to acquire relating mining assets, either directly or through one or more partnerships or joint ventures, in Brazil and Guyana or elsewhere in South America. |
Note_1_Organization_and_Basis_2
Note 1 - Organization and Basis of Presentation: Principles of Consolidation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Principles of Consolidation | ' |
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. |
Note_1_Organization_and_Basis_3
Note 1 - Organization and Basis of Presentation: Basic And Diluted Earnings Per Share (Policies) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Policies | ' | ||||
Basic And Diluted Earnings Per Share | ' | ||||
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 September 30, 2012 are as follows: | |||||
Range of exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Aggregate Intrinsic Value | |
$0.125 to $1.00 | 11,152,000 | 3.32 years | $ 0.50 | $ 0 | |
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: | |||||
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 |
Note_1_Organization_and_Basis_4
Note 1 - Organization and Basis of Presentation: Recently Enacted Accounting Standards (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Recently Enacted Accounting Standards | ' |
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. |
Note_1_Organization_and_Basis_5
Note 1 - Organization and Basis of Presentation: Going Concern (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Policies | ' |
Going Concern | ' |
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_1_Organization_and_Basis_6
Note 1 - Organization and Basis of Presentation: Basic And Diluted Earnings Per Share: Schedule of Warrants Adjusted For Changes In Excercise Price (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Warrants Adjusted For Changes In Excercise Price | ' | ||||
Range of exercise price | Number Outstanding | Weighted Average Remaining Contractual Life (in years) | Weighted Average Exercise Price | Aggregate Intrinsic Value | |
$0.125 to $1.00 | 11,152,000 | 3.32 years | $ 0.50 | $ 0 |
Note_1_Organization_and_Basis_7
Note 1 - Organization and Basis of Presentation: Basic And Diluted Earnings Per Share: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Tables/Schedules | ' | ||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | ||||
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 |
Note_5_Business_Combinations_S
Note 5 - Business Combinations: Schedule of Business Acquisitions (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Tables/Schedules | ' | ||
Schedule of Business Acquisitions | ' | ||
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 |
Note_1_Organization_and_Basis_8
Note 1 - Organization and Basis of Presentation: Business Condition (Details) (USD $) | Sep. 30, 2013 | Aug. 30, 2013 | Aug. 16, 2013 | 31-May-13 | 23-May-13 | 9-May-13 | Apr. 30, 2013 | Nov. 30, 2012 | Mar. 02, 2012 | Oct. 31, 2011 |
Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working Capital Deficit | $4,160,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Two 12 Month Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 605,000 |
12 Month Notes Payable Prior To 10% Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,210,000 |
12 Month Notes Payable | ' | 5,000 | 9,000 | ' | ' | ' | ' | 150,000 | ' | 1,100,000 |
Warrants Issued for 12 Month Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 |
Exercise price on warrants | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1 |
12 Month Notes Payable Original Principle | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' |
12 Month Notes Payable Increased Principle | ' | ' | ' | ' | ' | ' | ' | 756,250 | ' | ' |
12 Month Notes Payable Principle | ' | ' | ' | ' | ' | ' | ' | 1,512,500 | ' | ' |
Shares Issued For 12 Month Notes Payable | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' |
Proceeds From Issuance Of Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | 380,000 | ' |
Common stock issued in private placement | ' | ' | ' | ' | ' | ' | ' | ' | 760,000 | ' |
Warrants issued in private placement | ' | ' | ' | ' | ' | ' | ' | ' | 380,000 | ' |
60 Day Convertible Note Payable | ' | ' | ' | ' | ' | ' | 15,000 | ' | ' | ' |
60 Day Note Payable APR | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' |
6 Month Note Payable | ' | ' | ' | ' | ' | 23,000 | ' | ' | ' | ' |
6 Month Note Payable APR | ' | ' | ' | ' | ' | 22.00% | ' | ' | ' | ' |
Two 24 Month Notes Receivable | ' | ' | ' | $75,000 | ' | ' | ' | ' | ' | ' |
Shares Issued For 24 Month Notes Receivable | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' |
Company Acquired a Percentage of Transglobal Gold Corporation | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' |
Common Stock Shares Issued To Acquire 80% of Transglobal Gold Corporation | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' |
Common Stock Shares Issued To Employees | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' |
12 Month Note Payable APR | ' | 5.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Note_1_Organization_and_Basis_9
Note 1 - Organization and Basis of Presentation: Basic And Diluted Earnings Per Share (Details) (USD $) | Sep. 30, 2013 |
Outstanding Warrants | 11,152,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 7,500,000 |
Minimum | ' |
Fair Value Assumptions Exercise Price Options | 0.14 |
Maximum | ' |
Fair Value Assumptions Exercise Price Options | 0.5 |
Recovered_Sheet1
Note 1 - Organization and Basis of Presentation: Basic And Diluted Earnings Per Share: Schedule of Warrants Adjusted For Changes In Excercise Price (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Outstanding And Exercisible Warrants | 11,152,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | '3 years 3 months 25 days |
Weighted Average Exercise Price | $0.50 |
Aggregate Intrinsic Value | $0 |
Minimum | ' |
Fair Value Assumptions, Exercise Price | $0.13 |
Maximum | ' |
Fair Value Assumptions, Exercise Price | $1 |
Recovered_Sheet2
Note 1 - Organization and Basis of Presentation: Basic And Diluted Earnings Per Share: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 7,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '7 years 6 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7,500,000 |
Minimum | ' |
Fair Value Assumptions Exercise Price Options | $0.14 |
Maximum | ' |
Fair Value Assumptions Exercise Price Options | $0.50 |
Note_3_Issuance_of_Stock_and_O1
Note 3 - Issuance of Stock and Options (Details) (USD $) | Sep. 05, 2013 | Aug. 29, 2013 | Aug. 16, 2013 | Aug. 01, 2013 | Jul. 10, 2013 | 30-May-13 | 23-May-13 | 22-May-13 | 15-May-13 | Mar. 02, 2012 | Oct. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 |
Minimum | Maximum | ||||||||||||
Ensurge Brasil LTDA Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | $1,512,500 | ' | ' | ' | ' |
Common Stock Issued As Part Of Ensurge Brasil LTDA Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Common Stock Shares Issued To Acquire 80% of Transglobal Gold Corporation | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' |
Company Acquired a Percentage of Transglobal Gold Corporation | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' |
Common Stock Issued To The Company's CEO | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' |
Common Stock Issued For Cash And A Note Payable | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
24 Month 5% Note Receivable With Workhorse Capital Leasing LLC | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Common Stock Issued In Exchange With Workhorse Capital Leasing LLC | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' |
24 Month 5% Note Receivable With OG3 LLC | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' |
Common Stock Issued In Exchange With OG3 LLC | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Common Stock Issued in Employment Agreement with the Company's President | ' | ' | ' | ' | ' | 1,420,000 | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued in Employment Agreement with the Company's President | ' | ' | ' | ' | ' | 2,822,000 | ' | ' | ' | ' | ' | ' | ' |
Exercise price on warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1 | $0.13 | $0.75 |
Common Stock Issued to Vice President of TransGlobal | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Entire Incentive Package | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued to various employees for expenses and equipment | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued in exchange for equipment | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued for Services for Ensurge | 600,000 | 2,648,780 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_5_Business_Combinations_D
Note 5 - Business Combinations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 45 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | 23-May-13 | |
Company Acquired a Percentage of Transglobal Gold Corporation | ' | ' | ' | ' | ' | 80.00% |
Common Stock Shares Issued To Acquire 80% of Transglobal Gold Corporation | ' | ' | ' | ' | ' | 6,000,000 |
Sales | $35,284 | ' | $35,284 | ' | $35,284 | ' |
Total Expenses | 675,406 | 936,098 | 990,274 | 2,929,234 | 30,452,013 | ' |
TransGlobal Gold Corp | ' | ' | ' | ' | ' | ' |
Fixed Assets | ' | ' | 62,417 | ' | ' | ' |
Sales | ' | ' | 35,284 | ' | ' | ' |
Total Expenses | ' | ' | $253,367 | ' | ' | ' |
Note_5_Business_Combinations_S1
Note 5 - Business Combinations: Schedule of Business Acquisitions (Details) (USD $) | 9 Months Ended | 45 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Details | ' | ' |
Equity instrumnets (6.000,000 common shares of Ensurge) | $660,000 | $660,000 |
Fair value of total consideration transferred | 660,000 | ' |
Goodwill | 660,000 | 660,000 |
Loss of Write-off Goodwill | ($660,000) | ($660,000) |
Note_6_Legal_Issues_Details
Note 6 - Legal Issues (Details) (USD $) | Mar. 25, 2013 |
Details | ' |
Complaint Filed Against Ensurge by Randall K Edwards | $74,924 |
Complaint Filed Against Ensurge by Gaia, Silva, Gaede and Associates | $18,627 |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) | Oct. 21, 2013 |
Details | ' |
Shares, Issued | 570,000 |