SecProbe.io

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MAIL STOP 3561

      	December 19, 2005

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. 1 to Registration Statement on Form SB-2
   File No. 333-128995
		Amendment Filed December 2, 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. Please update the disclosure throughout the prospectus.  For
example, we note much of the disclosure in the prospectus is as of
September 30, 2005.

Prospectus Summary, page 7
2. Please provide the basis for the statement that your software
"increases web traffic" or remove.

Risks Factors, page 8
3. We partially reissue prior comment 6 from our letter dated
November 10, 2005.  Disclose the cash balance as of the most
recent
practicable date in risk factor one.  Also, state the net loss for
the period ended August 31, 2005, in addition to the current
disclosure as of May 31, 2005.
4. We reissue prior comment 12 from our letter dated November 10,
2005.  Please advise whether your principal business and revenues
will primarily be conducted and received in a foreign currency.
If
so, add a risk factor.
5. The risk factors section should immediately follow the summary
section.  See Item 503(c)(2) of Regulation S-B.  Therefore, please
relocate those risks on pages 16-17 to this risk factors section
commencing on page 8.  However, our prior comments still apply to
this disclosure.  In particular, the risk factors discussing penny
stock are generic risks that should not be included in the risk
factors section; however, the discussion of penny stocks should be
included in the plan of distribution section.  Please revise
accordingly.

Use of Proceeds, page 13
6. Reconcile the estimated offering expenses in this section with
the
disclosure in part II of the registration statement.  Disclose the
current cash balance as of the most recent practicable date and
clarify how you plan to pay these offering expenses.  Also,
clarify
that you have had negative cash flow from operations to date, so
the
reference to paying for these costs from revenues is unclear.

Description of Business, page 22
7. Please reconcile your response to prior comment 26 from our
letter
dated November 10, 2005, indicating that the textlinkbrokers.com
agreement had been cancelled, with your response to prior comment
65
from our letter dated November 10, 2005, which seems to imply an
on-
going month to month agreement with textlinkbrokers.com.  If you
continue to have an arrangement or agreement with
textlinkbrokers.com
please include disclosure.  If there is a written agreement,
regardless if it is on a month-to-month basis, it should be filed
as
an exhibit.  We may have further comment.
8. Please reconcile your response to prior comment 66 from our
letter
dated November 10, 2005 stating that "[t]he initial 50% fee
payable
to Infectious Communications is due on the commencement of
software
development", with the disclosure on page 31 indicating that the
50%
fee was due on September 15, 2005.

Software Sales, page 24
9. We note that the arrangements with SubmitPlus.com and
Textlinkbrokers.com have been terminated.  Please disclose the
reasons for the termination and the impact this may have upon your
business.
10. We partially reissue prior comment 19 from our letter dated
November 10, 2005.  Please explain how this software application
increases the number of sites linking to a website.  Is there any
guarantee that the other websites will link back to the client`s
website?  Also, clarify whether search engines have any measures
that
would counter the boost in the web rankings.  We may have further
comment.
11. Explain how your software increases the number of sites that
link
to the client`s web sites.  Who are these link partners and how
are
they obtained?  Does the company have any affiliation or
relationship
with link partners?  Does the software guarantee a certain number
of
sites will link back to the client`s website?
12. Explain how the software automates the process of exchanging
links with another website.
13. We note your supplemental response to prior comment 22 that
two
Share-it agreements have been filed as exhibits.  It does not
appear
that the initial agreement entered into on July 28, 2005 was
filed.
Please file as an exhibit.  Also, please disclose the material
terms
in this section.  For instance, state the duration of the
agreement.
Clearly state the percent to be received by Share-it at varying
levels of sales.

   Free Search Engine Marketing, page 25
14. Please disclose the search terms used to generate your
PageRank
on Google, as discussed on page 25.  Explain the significance of
having a page rank of 6.  What does that mean?
15. On page 25 you disclose your plan to increase your marketing
through pay per click advertising and advertising on niche portal
sites.  Please disclose the estimated amounts that you will spend
on
advertising over the next year.

   Referral Program, page 26
16. You disclose that you will pay a referring website a 20%
referral
fee when the referring website sends you a purchasing customer.
Please clarify what the 20% relates to, i.e., does this mean that
the
referring website receives 20% of the license fee?

17. Please clarify Share-It.com`s role in this referral program
and
disclose any fees payable to share-it.com in connection with their
listing you as part of their referral management services. Is
there a
separate agreement with them regarding the referral program?  If
so,
file the agreement as an exhibit.

   Preferred Service Providers, page 26
18. We note the reference to verbal agreements with 2 preferred
service providers to provide web development, software programming
and online marketing services.  Disclose whether there is any
affiliation between these two providers and your officers or
directors.
19. In the third paragraph under this heading, you present
financial
figures in three separate manners.  That is, you present the
verbal
agreement with Finlay Creative in Canadian dollars, the Infectious
agreement to develop the second version of LinkSurge in US
dollars,
and the website development agreement with Infectious does not
refer
to any country.  In order to avoid confusion, please provide all
figures in the prospectus in US dollars or state the US dollar
equivalent.

   Competition, page 27
20. We reissue prior comment 42 from our letter dated November 10,
2005.  Please disclose the competitive business conditions in your
industry and your competitive position.  It appears that there is
a
lot of competition for this market and tat many of your
competitors
are better established or have greater financial resources.
21. Explain the statement that competition is "far less for our
flagship software product" or remove.

   Research and Development, page 28
22. We reissue prior comment 43 from our letter dated November 10,
2005.  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.
23. We note your disclosure that you "anticipate another 200 hours
of
research and development in the next 6 months".  To the extent
known,
please provide an estimated dollar value associated with this
research and development.

Management`s Discussion and Analysis, page 29
24. We reissue prior comment 45 from our letter dated November 10,
2005.  Please provide a detailed plan of operations as required by
Item 303(a) of Regulation S-B.  We note your supplemental response
that such disclosure is not required because you are generating
revenues.  We direct your attention to Item 303 of Regulation S-B,
which indicates that a plan of operations is required for
companies
that have not had revenues from operations for the last two fiscal
years or the last fiscal year and any interim period.  You have
only
generated revenues from operations since July 2005.  Therefore, a
plan of operations is required for your company.
25. We note that in the initial registration statement you
indicated
that all of the revenues were from consulting services and this
amendment, within the same financial period as the last filing,
indicate that there are revenues from software sales.  Please
explain
the basis for the revised disclosure.

Liquidity and Capital Resources, page 29
26. In the first paragraph under the heading "Capital Expenses and
Sources of Funds" you state that "[m]anagement has informally
committed to fund [y]our cash requirements for the next 12
months".
Please expand this disclosure to discuss the nature of this
commitment, including, but not limited to, whether the commitment
is
legally binding on management; whether the agreement is in
writing;
the terms of the commitment; and, any limitations associated with
the
commitment.
27. Please explain the basis for the statement that your current
cash
balance is enough to satisfy your cash requirements for the next
six
months.  Disclose the estimated offering expenses and state how
this
will impact your ability to fund operations.  Explain the
statement
that these funds "will enable us to address our current and
ongoing
expenses, continue with the marketing and promotion activity
connected with the development and marketing of our software and
expansion of our website.
28. Please revise your table on page 30 to include the $15,000 in
software development costs in the minimum estimated funding
required
column as well as the maximum column.
29. On page 30 you disclose that you have paid a portion of the
estimated operating expenditures presented in the immediately
preceding table.  Please disclose the nature of these prepaid
expenses and their respective dollar values.  In addition, please
revise your disclosure to indicate that, in addition to these
expenditures, the company is also obligated to pay the offering
costs
from available cash.
30. Explain the reference to submitting your site on Yahoo for
$299.
Reconcile with the disclosure on page 25 that you have already
registered your website on Yahoo.

Certain Relationships and Related Transactions, page 35
31. On page 35 you disclose that Mr. Mutter originally paid $8,900
for the office equipment that you purchased from him.  Please
disclose the date(s) of these original purchases or, at a minimum,
provide an age range for the office equipment.
32. We note the lack of a formal arrangement regarding the
compensation of Mr. Mutter.  Consider adding a risk factor.

Executive Compensation, page 37
33. Reconcile the amount of compensation with the disclosure in
the
certain relationships and related transactions section.

May 31, 2005 Year End Financial Statements

Note 2. Significant Accounting Policies

g) Revenue Recognition, F-9
34. We have reviewed your revised disclosure related to comment 59
and note that your product does not require significant
production,
modification or customization.  Consistent with the guidance of
SOP
97-2 (see paragraph .74) and contrary to your disclosure,
arrangements to deliver software or a software system that do not
require significant production, modification or customization,
should
not be accounted for in conformity with ARB 45.  Since your
product
is a license for a software package, the revenue earned from the
sale
of this software should be recognized in accordance with SOP 97-2.
Please revise accordingly.
35. It appears from your disclosure and from review of your
website
that the software license fee includes a twelve-month service
agreement at no additional charge.  We noted your service
agreements
include email support, software upgrades and maintenance updates
(services know as postcontract customer support or PCS pursuant to
paragraph .45 of SOP 97-2).  Please provide a detailed analysis of
how the license fee, which includes the software and PCS, has been
accounted for in accordance with SOP 97-2.  Please refer to the
guidance in paragraphs (10) through (14) and (56) through (60) of
SOP
97-2 and revise as necessary.
36. It appears from your disclosure that you are recognizing
revenue
related to website development contracts based on a percentage-of-
completion method utilizing the ratio of labor hours incurred to
estimated labor hours. Based on your business it would appear that
your website development contracts are outside the scope of SOP
81-1
(please refer to footnote 1 of SOP 81-1). The percentage-of-
completion method of recognizing revenue should only apply to
contracts within the scope of SOP 81-1.  If all other revenue
recognition criteria have been met, the revenue method for service
contracts should reflect the pattern in which the contract is
fulfilled (output based approach).  Please explain how you measure
performance under the contract and why you believe the use of the
percentage-of-completion method is appropriate for your contracts.
Please refer to the guidance in SAB 104 and Section II. F. 2 of
the
Current Accounting and Disclosure Issues in the Division of
Corporation Finance updated on December 1, 2005   (see
http://www.sec.gov/divisions/corpfin/acctdis120105.pdf).  In
addition, please explain how you account for the costs of website
development contracts.  We may have further comment upon review of
your response.

o) Internet Sales Transaction Fees, F-11
37. We have reviewed your response to comment 61 and it is still
unclear how you account for the transaction fees, therefore the
comment is being reissued.  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.

Exhibits
38. Please file the complete exhibits, including the executed
signatures.  Also, the references to exhibits 4, 9, and 10 appear
incorrect.  Please reconcile the page numbers.

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 co