MAIL STOP 3561


      	November 10, 2005

Mr. Troy Mutter, Chief Executive Officer
205-340 Linden Avenue
Victoria, British Columbia Canada V8V 4E9

      Re:	Surge Enterprises, Inc.
      Registration Statement on Form SB-2
   File No. 333-128995
		Filed October 10, 2005

Dear Mr. Mutter:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Currently your prospectus discusses your LinkSurge product
extensively.  However, your only revenue source to date has been
consulting revenue.  Please revise your discussion, or advise why
no
revision is necessary, to enhance the discussion of your
consulting
business.  Please also provide, to the extent available, any
information about downloads of your software product during the
free
trial period.  This information should include, but is not limited
to, the number of people downloading your program; the number of
people who have subsequently purchased your product; and, the
types
of licenses being purchased.  If the company does not track this
type
of information or has not had any sales, please disclose.

Registration Statement Cover Page
2. We note that you currently do not have an IRS Employer
Identification No.  Please advise us whether the company has
filed,
or will file, any tax returns with the United States Internal
Revenue
Service; and if not, state the reason therefore.

Prospectus Cover Page
3. The prospectus cover page should be limited to the information
required by Item 501 of Regulation S-B.  Therefore, please remove
the
statement that the shares were acquired in a private placement.

Prospectus Summary, page 6
4. We note your disclosure in the first full paragraph under the
"Our
Business" heading that Surge Marketing Corp "commenced operations
with the development of a software product called LinkSurge."
Please
clarify your disclosure to indicate whether "operations" means you
were developing the software at April 13, or had already
undertaken
sales efforts for a developed product at this time.

Summary of Financial Data, page 7
5. Please revise your table to include summary data from your
statements of operations from the period from February 7, 2005
(date
of inception) to August 31, 2005.

Risk Factors, page 8
6. We note the reference to "minimal cash flows from operations"
to
date in risk factor one.  Clarify that you have had negative cash
flow from operations to date.  Also, disclose in the risk factor
the
cash balance as of the most recent practicable date.
7. In your discussion of the second risk factor, you state that
"[w]e
started selling the LinkSurge software in July 2005".  Please
clarify
your usage of the word "selling" to indicate whether you have
received any compensation for the usage of the LinkSurge product.
Also, in the sentence that follows you state that "[o]ur
consulting
services have generated most of the revenue from our operations to
date."  However, the interim period financial statements suggest
that
all of your revenue has been consulting based.  Please clarify.
8. In your discussion of the third risk factor, you state that you
"will be able to maintain [y]our operations until November 2006
without generating significant revenues".  Please provide the
basis
for this assertion, or alternatively, remove this statement.
Please
explain the basis for the estimate that your monthly expenses will
be
$3,000.  Also, please explain why this excludes one time legal and
audit fees associated with this registration statement.  We note
the
company`s periodic reporting requirements will commence once the
registration statement is effective.  In addition, please
reconcile
this statement to the statement on page nine, risk factor four,
that
you "will need to raise additional funds to continue [to] develop
[y]our software".
9. Please avoid duplicative risk factor disclosures (such as risk
factors 1 and 4), or disclosure of risk factors that apply to all
businesses or are generic (such as risk factors 9, 10, 11 and 17).
Please revise to discuss those risks that are specific to your
business or advise us why no revision is necessary.  The
disclosure
in risk factors 19 and 20 regarding penny stock is generic and
should
be relocated to a later section of the prospectus, such as the
plan
of distribution.
10. In your discussion of risk factor 12, you disclose that Mr.
Hollmann is employed as a full-time freelance consultant.  Please
revise this disclosure, or advise us why no revision is necessary,
to
address any potential conflicts of interest which might arise with
respect to Mr. Hollmann`s outside employment.
11. We note your disclosure in risk factor 16 that you plan to
have
your stock quoted on the OTC Bulletin Board following the
effectiveness of the registration statement.  Please disclose the
stock symbol the company proposes to use; and, disclose any
efforts
made by the company to have the shares quoted, as well as the
basis
of the company`s belief that its shares will be quoted upon
effectiveness of the registration statement.  If the company has
not
made any efforts, please disclose.
12. We note that you present your financial statements, and other
relevant financial data, in US dollars.  Please advise us whether
your assets, particularly cash, are held in Canadian institutions.
If so, please disclose any risks associated with foreign currency
fluctuations as they relate to your business.




Securities and Exchange Commission`s Public Reference, page 14
13. Please update your disclosure here, and elsewhere as
appropriate,
to reflect the Commission`s new address, which is 100 F Street,
N.E.,
Washington, D.C. 20549.

Use of Proceeds, page 15
14. We note your disclosure that you will incur all of the costs
associated with the registration statement.  Please disclose the
estimated costs of the issuance borne by the company and discuss
how
the company plans to pay these costs given the current limited
financial resources.

Directors, Executive Officers, Promoters and Control Persons, page
19
15. It appears that Mr. Mutter is, or was, an Advisor to the board
of
directors of Micropharma.  Please confirm whether this is the
case;
and if so, revise your disclosure to include this experience.
16. Please provide more details on the business experience of your
management.  For example, as a general matter, the disclosure
should
provide the following for each principal occupation or employment
held by management within the last five years, or any longer time
period that you voluntarily cover:  the name and duties of each
position; the entity with which the position was held; the
business
activities of the entity; and the beginning and ending dates of
each
position by month and year.


Description of Business, page 22
17. We note that you outsourced the creation of your LinkSurge
software product, and that your product faces several competitors,
as
disclosed on page 29.  Please disclose what steps, if any, the
company has taken to ensure that its product does not violate the
intellectual property rights of these entities.
18. We note your disclosure that you "sell a software product
called
LinkSurge"; however, your financial statements do not reflect any
software sales to date.  Please revise your disclosure here and
elsewhere, to reflect the fact that you have not sold any of your
LinkSurge software products.
19. Please explain how this software application increases the
number
of sites linking to a website.  Do search engines have any
prohibitions against the use of such software or have any measures
that counter the boost in the website rankings?
20. Disclose the amount paid to the software team in Ukraine to
develop the LinkSurge software.  Also, please state when the
software
was created.
21. Clarify whether the license of your LinkSurge software is on
an
annual basis or whether this is a one time fee.
22. The agreement with Share-it should be filed as an exhibit and
the
material terms should be disclosed in this section.  For instance,
please state the duration of the agreement.
23. In the seventh full paragraph on page 23, we note your
disclosure
that, "[i]n conjunction with the strategic partners in our
affiliate
program, [we] can provide a full end to end web presence".  Please
expand this disclosure to describe the affiliate program, list out
your strategic partners, discuss the terms of all material
agreements, written and verbal, and file written material
agreements
as exhibits.  Discuss in greater detail this aspect of your
business
and the services provided.  In addition, please address any
liability
the company might have to its` clients for actions of the
strategic
partners pursuant to subcontracting agreements. Please also
specify
the dollar value of business that you have done with these
partners.
Please provide similar information with respect to the three
verbal
agreements disclosed in the eighth paragraph on this page.
24. We note your disclosure in the first paragraph under the
heading
"Current and Anticipated Sources of Revenue" that you "[c]urrently
have three main sources of revenue."  Please clarify this
statement
to identify whether these sources are currently producing revenue,
or
are anticipated to produce revenue.
25. We note your disclosure of agreements with Textlinkbrokers.com
and Submitplus.com.  Please file these agreements as exhibits.  In
addition, please describe any limitations that these agreements
impose on your business operations.  Also, please address whether
any
barriers to entry exist which would prevent other companies from
engaging in similar activities with Textlinkbrokers.com or
Submitplus.com.
26. A review of the Textlinkbrokers.com website indicates that
selling links from a website can lead to penalties, or a page
ranking
block.  Please explain to us what this means and how it can affect
your business model.  If material, please include in your
disclosures.
27. We note your disclosure on page 24, that your website
currently
has a page rank of 6.  Please provide support for this ranking to
us.
Also, support the basis for the expectation that your site will be
"highly sought after for text link space."
28. We note in your disclosure regarding the Submitplus.com resale
agreement that Submitplus.com "uses proven natural optimization
techniques ... [and is] ... also committed to ongoing improvements
and innovations ..." Please provide support for these assertions
or
remove this portion of your discussion.  In addition, please
explain
what a SEO service is, and what Submitplus.com does as a part of
its`
SEO service.
29. Please explain how the arrangement with LinkSurge complements
your existing software.  Does this service compete with your
software?
30. In the second full paragraph on page 25 you disclose that
"based
on the fair market prices [you] can resell [the SubmitPlus.com]
service to [y]our customers for US $1,299 or more."  Please
provide
support for this assertion, or alternatively, remove the
reference.
In addition, please disclose whether or not you have sold any
services pursuant to this agreement.
31. We note that much of your discussion under the heading "Online
Marketing" repeats the discussion under "Website Development" -
for
example, the discussion of website submission services.  Please
revise the disclosure to eliminate the duplicative discussion.
Please note that the same comment applies to your discussion under
"Software Sales."
32. Please expand your discussion of LinkSurge licensing options
in
paragraph four on page 26.  Clarify whether being able to manage a
single project means creating a single link from one website to
another.  Please state whether the company has any plans to
monitor
compliance with the licensing terms; and if so, please discuss
these
plans.  In addition, please reconcile the statement that you "plan
to
make an upgrade available which [you] project will be offered at
approximately half the cost of the original license fee" with the
statement that "[a]ll licenses include free support and upgrades
for
12 months."
33. Please break out, by license type, any sales made to date of
your
LinkSurge product.  If no sales have been made, please disclose
this,
or alternatively revise your discussion to indicate your "intent
to"
license based on four distinct options.
34. You disclose that you plan on promoting your services through
responding to requests for proposals that are posted on the
internet.
Please disclose any fees, commissions or other requirements that
will
be imposed on the company in order respond to requests posted on
the
listed websites.
35. Under the heading "Free Search Engine Marketing" you state
that
"[t]he major search engines represent approximately 50% of [y]our
website`s traffic".  Please provide support for this assertion,
and
also disclose the total daily traffic to your website (i.e., the
total number of visitors per day, broken out by source of origin).
Alternatively, please remove the discussion.
36. Please revise your discussion under "Free Search Engine
Marketing."  Currently your disclosure indicates that you will
market
your product free of charge for 30 to 60 days from July 27, 2005.
As
this time period has passed, your disclosure should indicate
whether
you are selling your product, or have continued the free download
time-period, etc.
37. We note your disclosure that you "have submitted [y]our
website
to a number of major search engines".  Please disclose whether
these
engines have acknowledged your company by registering your site or
otherwise accepted your submission.
38. We note your disclosure in the second full paragraph that you
"are confident that [you] will reach a significant percentage of
the
Internet users within [y]our target audience."  Please provide
support for this assertion or remove.
39. Please revise the first paragraph under the heading
"Reciprocal
Link Exchanges."  It is unclear how the last sentence, which
discusses adding links to your software, is related to a
reciprocal
link exchange.
40. We note your disclosure that you will use Shareit.com to list
your affiliate program.  Please expand the discussion of your
agreement with Shareit.com, including, but not limited to, the
date
the agreement was entered, and any revenue associated with the
agreement to date.  Also file a copy of this agreement as an
exhibit.
41. We note that you have used Microsoft`s .NET development
platform
to create the LinkSurge application.  To the extent applicable,
please discuss any licensing issues associated with using
Microsoft`s
development products and/or selling software to end users using
their
platform.
42. Please expand the discussion of your competition in website
development, and online marketing.  Your discussion should
address,
at a minimum, the size and nature of the competitors and their
relative degree of market acceptance.  Discuss your competitive
position in the industry.  See Item 101(a)(4) of Regulation S-B.
43. Estimate the amount spent during each of the last two fiscal
years on research and development activities.  See Item 101(a)(10)
of
Regulation S-B.

Intellectual Property, page 29
44. We note your disclosure, here and elsewhere, that you plan to
do
one major update per year to keep the software current.  Please
clarify whether the company`s software license agreement will
obligate the company to release new software or whether the
updates
are discretionary.

Management`s Discussion and Analysis, page 29
45. In light of the lack of revenues for your principal business,
the
LinkSurge technology, please provide a detailed plan of operations
as
required by Item 303(a) of Regulation S-B.
46. Disclose your current cash balance as of the most recent
practicable date and state how long you can satisfy your cash
requirements.  See Item 303(a)(1)(i) of Regulation S-B.
47. Given the early stages of revenues for the company, consider
removing the statement that you average approximately $3,000 per
month in website development and online marketing revenues.
48. Please reconcile the percentage fee received by Share-It on
page
31, which indicates 7-13%, with the disclosure on page 23, which
indicates 7-10%.
49. We note your disclosure of subcontracting expenses on pages 30
and 31.  Please disclose what these expenses related to and
whether
the company expects to pay higher subcontracting expenses in the
future.
50. We note your disclosure that "[y]our revenue is not sufficient
to
meet [y]our operating and capital expenses ... [and that you] ...
will require additional funding to expand [y]our current
operations."
Please disclose whether management has any plans to raise addition
funds to meet these needs.  If so, please disclose these plans.
51. In your table presenting funding requirements for the next
year,
you present a range for software development costs of $10,000-
15,000;
however, your agreement with Infectious Communications requires
you
to pay $15,000 during the current year.  Please revise your
discussion, or advise us why no revision is necessary.



Certain Relationships and Related Transactions, page 35
52. Please include disclosure regarding the August 1, 2005
equipment
purchase from Troy Mutter.  In this respect, your attention is
directed to Item 404(d), transactions with promoters.
53. We note your disclosure, here and elsewhere, that Mr. Mutter
provides management services at variable compensation rates
pursuant
to a verbal agreement (page 38).  Please disclose the following
with
respect to this agreement (a) the material terms of this
agreement;
(b) the date the agreement was entered into; and (c) the parties
to
this agreement, including the name of the person who represented
the
company in this agreement.  Disclose the compensation received by
Mr.
Mutter to date.
54. Lastly, we note the amount due to a related party for payment
of
costs on behalf of the company.  Please disclose in this section.

Executive Compensation, page 37
55. The executive compensation table should include all
compensation
paid to Mr. Mutter.  This would appear to include the
subcontracting
services provided by Mr. Mutter and the monthly management service
fee.  Please revise accordingly.

Financial Statements

May 31, 2005 Year End Financial Statements

Report of Independent Registered Public Accounting Firm, F-1
56. Please advise your auditors to revise their report and consent
to
include their name and signature.

Notes to Financial Statements

Note 1. Organization and Going Concern, F-6
57. We noted from your disclosure that on April 13, 2005 you
incorporated Surge Marketing Corp. using the purchase method of
accounting.  Indicating the purchase method of accounting would
imply
an acquisition or business combination may have occurred.  Please
advise and revise to clarify your disclosure.



Note 2. Summary of Significant Accounting Policies

g) Revenue Recognition, F-7
58. We read on page 23 (Current and Anticipated Sources of
Revenue)
that you earn or expect to earn revenue from website development,
online marketing campaign management, sale of text link space and
search engine optimization services.  Please revise your policy
disclosure to discuss how your revenue recognition for each
significant stream of revenue complies with GAAP, specifically SAB
104.
59. The disclosures on page 26 and 27 (Software Sales) suggests
that
you are selling a suite of products and services which include
your
software products, support services and upgrades.  Please revise
your
disclosure to provide a detailed description your revenue
generating
activities from the sale of your software.  Your disclosure should
address the criteria for revenue recognition as set forth in SOP
97-2
and SOP 98-9.  In your response, please explain how you analyzed
the
consensus in concluding when revenue from your products and
services
should be recognized.  We may have further comment upon review of
your response.
60. Please revise to include disclosure regarding your accounting
policy for deferred revenue, more specifically what transactions
resulted in the revenue deferral and the period over which it is
expected to be realized.
61. We noted from your disclosure on page 32 (Software Sales and
Website and Online Marketing Revenue) that your e-commerce
provider
charges you a fee ranging from 7-13% on the gross sales.  We also
noted you pay this fee on the 15th of every month for the prior
month`s sales.  Please tell us how, and when, you are accounting
for
such transaction fees, and cite the specific authoritative
literature
you used to support your accounting treatment.

n) Software Costs, F-9
62. We noted your disclosure on page 33 (Research and Development)
that the company incurred costs to design and implement our
website.
Please disclose our accounting policy for the costs incurred to
develop your web site and how these costs are accounted for in
accordance with EITF 00-2 and SOP 98-1.  Please disclose the
amount
of costs incurred for each financial reporting period presented.
63. We noted your disclosure on page 33 (Research and Development)
that the current version of the LinkSurge software was developed
by a
third party from April 2005 through July 2005.  The disclosure
here
states that no significant development costs were incurred.
Please
clarify and provide the required disclosure under paragraph (11)
and
(12) of SFAS No. 86.

August 31, 2005 Unaudited Interim Financial Statements

General
64. Please revise the interim financial statements to conform to
any
changes made as a result of our comments above, as necessary.

Notes to Consolidated Financial Statements

General
65. Please disclose in the footnotes any commitments or
contingencies
that may exist, such as your agreements with Textlinkbrokers.com
and
Submitplus.com, as disclosed on page 25, and the agreement with
Infectious Communications as disclosed on page 33.
66. We noted that in the compensation section of your agreement
(filed as exhibit 10.5) with Infectious Communications signed on
August 30, 2005, you were required to advance Infectious 50%
(fifty
percent) of the total fees payable of the project with the
remainder
of the fees payable within 30 days upon receipt of an invoice.
Please revise to clarify whether the 50% is recorded as a
liability
at August 31, 2005.  If the amount is not recorded, tell us why
not
and how your accounting treatment complies with GAAP.

Note 1. Organization and Going Concern, F-6
67. Unaudited financial statements that are included in documents
filed with the Commission must include all adjustments, which in
the
opinion of management, are necessary in order to make the
financial
statements not misleading. An affirmative statement that the
financial statements have been so adjusted must be provided. Refer
to
Instruction 2 to Item 310(b) of Regulation S-B.  Please revise.

Note 4. Related Party Balances and Transactions, F-26
68. We noted from your disclosure on page 34 (Purchase or Sale of
Equipment) that you acquired approximately $7,000 of computer and
office equipment from your President, Mr. Mutter.  Please revise
to
ensure all related party transactions have been properly
disclosed.
Refer to SFAS 57.

69. Considering the comment above, please disclose the basis you
used
to record the transaction with Mr. Mutter.  If you used a basis
other
than cost (that is, the cost Mr. Mutter acquired the computers and
equipment for), please cite the authoritative literature you used
to
support your accounting treatment.  Please advise and revise.
Exhibits
70. We note the statement in the legality opinion that "We are
generally familiar with the General Corporation Law of the State
of
Nevada, the applicable provisions of the Nevada Constitution and
reported judicial decisions interpreting these laws, and we have
made
such inquiries with respect thereto as we consider necessary to
render this opinion with respect to a Nevada corporation."  This
appears to be a qualification upon the legality opinion.  Please
remove this qualification from the legality opinion.
71. Advise whether a subscription agreement will be used in this
offering.
72. Please file exhibit 21, subsidiaries of Surge Enterprises Inc.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Any questions regarding the accounting comments may be
directed
to Angela Halac at (202) 551-3398.  Questions on other disclosure
issues may be directed to Jay Williamson at (202) 551-3393.

								Sincerely,



								John Reynolds
      Assistant Director



cc:	William MacDonald
	Fax: (604) 687-6314




Mr. Troy Mutter
Surge Enterprises, Inc.
November 10, 2005
p. 1