-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ma4NEQ8swKLJJ2oFmswLBt9komm2QErBDqSgyJXOhk30INJHqy/Xwhbat8msn5pv lEykbZJdDeQTr8s/MsyuOw== 0001144204-11-008537.txt : 20110214 0001144204-11-008537.hdr.sgml : 20110214 20110214181742 ACCESSION NUMBER: 0001144204-11-008537 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: DENIS M. O'DONNELL GROUP MEMBERS: SEASIDE 88 ADVISORS, LLC GROUP MEMBERS: WILLIAM J. RITGER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENSURGE INC CENTRAL INDEX KEY: 0000789879 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870431533 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79421 FILM NUMBER: 11608771 BUSINESS ADDRESS: STREET 1: 2825 EAST COTTONWOOD PARKWAY STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-673-2953 MAIL ADDRESS: STREET 1: 2825 EAST COTTONWOOD PARKWAY STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: ISHOPPER COM INC DATE OF NAME CHANGE: 20000301 FORMER COMPANY: FORMER CONFORMED NAME: SUNWALKER DEVELOPMENT INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Seaside 88, LP CENTRAL INDEX KEY: 0001456844 IRS NUMBER: 262633116 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 750 OCEAN ROYALE WAY STREET 2: SUITE 805 CITY: JUNO BEACH STATE: HI ZIP: 33408 BUSINESS PHONE: 5618911903 MAIL ADDRESS: STREET 1: 750 OCEAN ROYALE WAY STREET 2: SUITE 805 CITY: JUNO BEACH STATE: HI ZIP: 33408 SC 13G/A 1 v211284_sc13ga.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Ensurge, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
29356 30 0
(CUSIP Number)
 
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
¨
Rule 13d-1(b)
 
 
x
Rule 13d-1(c)
 
 
¨
Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 

 
 
CUSIP No.  
29356 30 0
 

1
NAMES OF REPORTING PERSONS
 
 Seaside 88, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)   o
(b)   o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Florida
 
 
5
SOLE VOTING POWER
 
 2,845,685
NUMBER OF
 
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
 0
OWNED BY
 
EACH
7
SOLE DISPOSITIVE POWER
REPORTING
  2,845,685
PERSON
 
WITH:
8
SHARED DISPOSITIVE POWER
 
 0
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2,845,685
 
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 PN
 
 
 
2

 

CUSIP No.  
29356 30 0
 

1
NAMES OF REPORTING PERSONS
 
 Seaside 88 Advisors, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)   o
(b)   o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Florida
 
 
5
SOLE VOTING POWER
 
  2,845,685
NUMBER OF
 
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
 0
OWNED BY
 
EACH
7
SOLE DISPOSITIVE POWER
REPORTING
  2,845,685
PERSON
 
WITH:
8
SHARED DISPOSITIVE POWER
 
 0
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2,845,685
 
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 PN
 

 
3

 

CUSIP No.  
29356 30 0
 
 
1
NAMES OF REPORTING PERSONS
 
 William J. Ritger
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)   o
(b)   o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Florida
 
 
5
SOLE VOTING POWER
 
  0
NUMBER OF
 
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  2,845,685
OWNED BY
 
EACH
7
SOLE DISPOSITIVE POWER
REPORTING
 0
PERSON
 
WITH:
8
SHARED DISPOSITIVE POWER
 
 2,845,685
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2,845,685
 
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 IN
 
 
 
4

 
 
CUSIP No.  
29356 30 0
 
 
1
NAMES OF REPORTING PERSONS
 
 Denis M. O’Donnell
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)   o
(b)   o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 Massachusetts
 
 
5
SOLE VOTING POWER
 
  0
NUMBER OF
 
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
  2,845,685
OWNED BY
 
EACH
7
SOLE DISPOSITIVE POWER
REPORTING
0
PERSON
 
WITH:
8
SHARED DISPOSITIVE POWER
 
 2,845,685
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  2,845,685
 
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 IN
 
 
 
5

 

SCHEDULE 13G
 
Item 1(a)
Name of Issuer.
 
 
Ensurge, Inc.
 
     
Item 1(b)
Address of Issuer’s Principal Executive Offices.
 
 
2825 E. Cottonwood Parkway, Suite 500, Salt Lake City, UT  84121
 
     
Item 2(a)
Name of Person Filing.
 
 
Seaside 88, LP
 
 
Seaside 88 Advisors, LLC
 
 
William J. Ritger
 
 
Denis M. O’Donnell
 
     
Item 2(b)
Address of Principal Business Office.
 
 
The principal business address of the reporting persons is 750 Ocean Royale Way, Suite 805, North Palm Beach, FL 33408
 
     
Item 2(c)
Place of Organization.
 
 
Reference is made to Item 4 of pages 2-5 of this Schedule 13G which Items are incorporated herein by reference
 
     
Item 2(d)
Title of Class of Securities.
 
 
Common Stock, $0.001 par value per share
 
     
Item 2(e)
CUSIP Number.
 
 
29356 30 0
 
     
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
     
 
(a)  ¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
 
(b)  ¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
 
(c)  ¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
 
(d)  ¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
 
(e)  ¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
 
(f)  ¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
 
(g)  ¨
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
 
(h)  ¨
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
 
(i)  ¨
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
 
(j)  ¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
     
Item 4
Ownership.
 
 
Reference is hereby made to Items 5-9 and 11 of pages 2-5 of this Schedule 13G, which Items are incorporated by reference herein.

 
6

 


The securities to which this Schedule relates (the “Securities”) are owned by Seaside 88, LP, a Florida limited partnership (“Seaside”), for which Seaside 88 Advisors, LLC serves as general partner.  William J. Ritger and Denis M. O’Donnell, as managing members of the general partner of Seaside, may therefore be deemed to beneficially own the Securities owned by Seaside for the purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), insofar as they may be deemed to have the power to direct the voting or disposition of those Securities.

Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of Seaside 88 Advisors, LLC, Mr. Ritger or Dr. O’Donnell is, for any other purpose, the beneficial owner of any of the Securities, and each of Seaside 88 Advisors, LLC, Mr. Ritger and Dr. O’Donnell disclaims beneficial ownership as to the Securities, except to the extent of his or its pecuniary interests therein.

Under the definition of “beneficial ownership” in Rule 13d-3 under the Securities Exchange Act of 1934, it is also possible that the members of Seaside might be deemed the “beneficial owners” of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of the Securities.  Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of such individuals is, for any purpose, the beneficial owner of any of the Securities, and such beneficial ownership is expressly disclaimed.

The calculation of the number of shares owned includes 2,813,888 shares currently owned by Seaside together with 31,797 shares that Seaside has the right to acquire within 60 days of the date hereof.

The calculation of percentage of beneficial ownership in item 11 of pages 2-5 was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 18, 2010, in which the Issuer stated that the number of shares of its common stock outstanding as of November 17, 2010 was 28,485,341 shares.

Item 5 
Ownership of Five Percent or Less of a Class.
Not applicable.

Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.

Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Not applicable.

Item 8
Identification and Classification of Members of the Group.
Not applicable.

Item 9
Notice of Dissolution of Group.
Not applicable.

 
7

 

Item 10
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
8

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:      February 14, 2011
SEASIDE 88, LP
       
 
By:
SEASIDE 88 ADVISORS, LLC
       
   
By:
/s/ William J. Ritger
     
William J. Ritger, Manager
       
 
SEASIDE 88 ADVISORS, LLC
       
   
By:
/s/ William J. Ritger
     
William J. Ritger, Manager
       
 
WILLIAM J. RITGER
       
   
/s/ William J. Ritger
 
William J. Ritger
   
 
DENIS M. O’DONNELL
   
   
/s/ Denis M. O’Donnell
 
Denis M. O’Donnell

EXHIBIT INDEX

Exhibit A
Joint Filing Undertaking
Page 10

 
9

 

EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule, as it may be amended, jointly on behalf of each of such parties.

Dated:     February 14, 2011
SEASIDE 88, LP
       
 
By:
SEASIDE 88 ADVISORS, LLC
       
   
By:
/s/ William J. Ritger
     
William J. Ritger, Manager
       
 
SEASIDE 88 ADVISORS, LLC
       
   
By:
/s/ William J. Ritger
     
William J. Ritger, Manager
       
 
WILLIAM J. RITGER
   
   
/s/ William J. Ritger
 
William J. Ritger
   
 
DENIS M. O’DONNELL
   
   
/s/ Denis M. O’Donnell
 
Denis M. O’Donnell
 
 
10

 
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