SecProbe.io

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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