03-10261. Issuer Delisting; Notice of Application of Surge Components, Inc. To Withdraw Its Common Stock, $.001 Par Value, and Purchase Warrants, $.001 Par Value, From Listing and Registration on the Boston Stock Exchange, Inc. File No. 1-14188

April 21, 2003.

Surge Components, Inc., a New York corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)^[1] and rule 12d2-2(d) thereunder,^[2] to withdraw its common stock, $.001 par value, and purchase warrants, $.001 par value (“Securities”), from listing and registration on the Boston Stock Exchange, Inc. (“BSE” or “Exchange”).

On February 11, 2003, the Board of Directors of the Issuer approved a resolution to withdraw the Securities from listing and registration on the BSE. The Issuer states that the following reasons factored into the Board's decision to withdraw the Securities: the trading volume for the Securities is very low and the Issuer cannot maintain the minimum public float requirements of the BSE. The Issuer states that its common stock is currently traded on the Pink Sheets. The Issuer believes the Common Stock will continue to trade on the Pink Sheets.

The Issuer states in its application that it has complied with BSE procedures for delisting by complying with all applicable laws in effect in the State of New York, the State in which it is incorporated. The Issuer's application relates solely to the Securities' withdrawal from listing on the BSE and from registration under section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before May 14, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the BSE and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁵

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).