MAIL STOP 3561


      	May 2, 2006

Mr. Troy Mutter, Chief Executive Officer
Surge Enterprises, Inc.
205-340 Linden Lane
Victoria, British Columbia Canada V8V 4E9

      Re:	Surge Enterprises, Inc.
      Amendment No. 4 to Registration Statement on Form SB-2
   File No. 333-128995
		Amendment Filed April 13, 2006

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. Please update the disclosure throughout the prospectus as of
the
most recent practicable date.  Also, we note the statement in the
summary that you anticipate having your updated software
development
by May 10, 2006.  Please update the status.




Summary, page 6
2. Please provide the basis for your statement that to the best of
your knowledge "Google has never taken action against any person
or
company for conducting automated searches on Google and ... legal
or
other action against us by Google is unlikely" or remove.  Revise
similar disclosure in risk factor nine and on page 24.

Plan of Operations, page 33
3. Please clarify the time frame.  Are the first three months from
the date of the prospectus?  Have you commenced the first three
months?
4. We note the continued focus on consulting services.  Please
clarify whether you plan to expand your consulting services and
whether your consulting services will continue once the software
has
been expanded.
5. Explain the competitive research you plan to use to aid in
developing elements of the next version of your software and the
internal testing.

Other
6. Please note the updating requirements for the financial
statements
as set forth in Item 310(g) of Regulation S-B, and provide a
current
consent of the independent accountants in any amendment.

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.

      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.
May 2, 2006
p. 1