UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-QSB



(Mark One)

[ X ]      Quarterly report pursuant to Section 13 or 15(d) of the
           Securities Exchange Act of 1934

           For the quarterly period ended February 28, 2003
                                          -----------------

[    ]     Transition report pursuant to Section 13 or 15(d) of
           the Exchange Act

           For the transition period from              to
                                          ------------    ------------

Commission file number  0 - 14188
                        ---------


                      Surge Components, Inc.
----------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)


    New York                                11-2602030
----------------------------------------------------------------------
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)


             95 Jefryn Boulevard, Deer Park, NY 11729
-------------------------------------------------------------------
             (Address of principal executive offices)


                          (631) 595-1818
-------------------------------------------------------------------
                    (Issuer's telephone number)


-------------------------------------------------------------------
      (Former name, former address and former fiscal year,
                if changed since last report)


State  the  number of shares outstanding of each  of  the  issuer's
classes of common equity, as of the latest practicable date:  As of
April  7,  2003,  8,743,326 shares of common stock, par value $.001
per share were outstanding.


Transitional Small Business Disclosure Format (check one):

Yes [  ]      No [X]







             SURGE COMPONENTS, INC. AND SUBSIDIARIES

                       Index to Form 10-QSB

        for the Period Ended February 28, 2003





     PART I.  FINANCIAL INFORMATION                          Page
                                                             ----

     Item 1.  Financial Statements:

     Consolidated Balance Sheets                             3 - 4

     Consolidated Statements of Income Operations
     and Comprehensive Income Loss                               5

     Consolidated Statements of Cash Flows                       6

     Notes to Consolidated Financial Statements              7 - 9

     Item 2.  Management's Discussion and Analysis or
              Plan of Operation.                             10- 17

     Item 3. Controls and Procedures                         17

     PART II.  OTHER INFORMATION

     Item 1. Legal Proceedings.                              18

     Item 6.  Exhibits and Reports on Form 8-K.              18


     Signatures                                              19

     Certifications                                          20





             PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

              SURGE COMPONENTS, INC. AND SUBSIDIARIES

 <TABLE> <CAPTION>  CONSOLIDATED BALANCE SHEETS




                                         February 28,  November 30,
                                              2003        2002
                                         -----------   -----------
                                         (Unaudited)
                  ASSETS
                  ------
<S>                                       <C>          <C>

Current assets:
 Cash                                     $1,390,899   $1,494,441
Marketable securities - available for sale   273,430      270,145
Accounts receivable (net of allowance for
 doubtful accounts of $40,335)             2,004,962    1,557,947
Inventory, net                             1,708,783    2,121,198
Prepaid expenses and income taxes             65,822      116,946
                                           ---------    ---------
  Total current assets                     5,443,896    5,560,677

Fixed assets - net of accumulated depreciation
 and amortization of $880,747 and
 $814,505                                  1,129,707    1,173,585

Other assets                                   4,294        4,054
                                           ---------    ---------

   Total assets                           $6,577,897   $6,738,316
                                           =========    =========



             SURGE COMPONENTS, INC. AND SUBSIDIARIES

<CAPTION>                CONSOLIDATED BALANCE SHEETS

                                          February 28,  November 30,
                                              2003         2002
                                          -----------   -----------
                                          (Unaudited)


LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S>                                     <C>            <C>
Current liabilities:
  Debt not in compliance with terms     $    422,654   $    467,071
  Accounts payable                         2,041,794      1,774,738
  Accrued expenses                           713,289        859,320
                                           ---------      ---------
     Total current liabilities             3,177,737      3,101,129

Deferred rent                                 52,033         48,306
                                           ---------      ---------
     Total liabilities                     3,229,770      3,149,435
                                           ---------      ---------
Minority  interest                            13,870         25,328
                                           ---------      ---------

Commitments and contingencies

Shareholders' equity
  Preferred stock - $.001 par value stock,
     1,000,000 shares authorized:
     Series A - 260,000 shares
     authorized, none outstanding.
     Series B - 200,000 shares
     authorized, none outstanding,
     non-voting, convertible,
     redeemable.  Series C -
     100,000 shares authorized,
     42,700 shares issued
     and outstanding,  redeemable,
     convertible,and a
     liquidation preference of
     $5 per share                                 43            43
  Common stock - $.001 par value stock,
    25,000,000 shares authorized,
    8,743,326 shares issued and
    outstanding                                8,744         8,744
  Additional paid-in capital              22,970,280    22,980,955
  Stock subscriptions receivable              (2,100)       (3,500)
  Accumulated other comprehensive loss -
    unrealized loss on marketable securities -
    available for sale                       (16,864)      (17,439)
  Accumulated deficit                    (19,625,846)  (19,405,250)
                                          ----------    ----------

     Total shareholders' equity            3,334,257     3,563,553
                                          ----------    ----------

     Total  liabilities and
      shareholders' equity               $ 6,577,897   $ 6,738,316
                                          ==========    ==========


See notes to consolidated financial statements.

 </TABLE>



              SURGE COMPONENTS, INC. AND SUBSIDIARIES
<TABLE> <CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                            (UNAUDITED)
                                           Three Months Ended
                                               February 28,

                                            2003         2002
                                       ----------     ----------
<S>                                    <C>            <C>
Net sales                              $3,040,335     $2,794,077

Cost  of  goods  sold                   2,232,650      2,011,856
                                      -----------    -----------
Gross  profit                            807,685         782,221
                                      -----------    -----------
Operating expenses:
 Selling and shipping expenses           254,616         234,158
 General and administrative
  expenses                               722,655         838,354
 Financial consulting services             --             75,000
                                      ----------     -----------

     Total  operating  expenses          977,271       1,147,512
                                      ----------     -----------
Loss before other income (expense)
  and  income  taxes                    (169,586)       (365,291)
                                      ----------     -----------
Other income (expense):
  Investment  income                       6,478          14,429
  Interest  expense                      (58,699)         (4,135)
  Loss on sale of securities                   -          (8,307)
                                      ----------     -----------

     Other income (expense)              (52,221)          1,987
                                      ----------     -----------
                                        (221,807)       (363,304)

Minority interest                         11,453               -
                                      ----------     -----------
Loss before income taxes                (210,354)       (363,304)

Income taxes                              10,242           5,043
                                      ----------     -----------

Net loss                                (220,596)       (368,347)
Dividends on preferred stock              36,850          15,500
                                      ----------     -----------
Net loss available to
  common shareholders                 $ (183,746)    $  (383,847)
                                      ==========     ===========
Other comprehensive loss
 Net loss                               (220,596)       (368,347)
 Unrealized holding gain (loss)
  on investment securities                  (575)        (14,908)
 Reclassification adjustment-
  loss on sale of securities                   -           8,037
                                       ----------    -----------

       Total comprehensive loss        $(221,171)    $  (375,218)
                                       =========     ===========
Weighted average shares outstanding
 Basic                                 8,743,326       9,022,448
 Diluted                               8,743,326       9.022,448

(Loss) available to common
 shareholders, per share
  Basic                                $    (.02)   $       (.04)
  Diluted                              $    (.02)           (.04)



See notes to consolidated financial statements.
</TABLE>




              SURGE COMPONENTS, INC. AND SUBSIDIARIES

 <TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)
                                             Three Months Ended
                                                 February 28,
                                               2003       2002
                                              --------  ----------
<S>                                         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net  loss                                  $(220,596)  $ (368,347)                                $(2,093,265000)
 Adjustments to reconcile net loss
  to net cash provided by
  operating activities:
    Depreciation and amortization              66,242       83,432
    Minority interest                         (11,458)           -
    Loss on sale of securities                      -        8,307

CHANGES IN OPERATING ASSETS AND LIABILITIES:
 Accounts receivable                         (447,015)     135,380
 Inventory                                    412,415      174,741
 Prepaid expenses and income taxes             50,884     (193,147)
 Accounts payable                             267,052      (17,923)
 Accrued expenses and taxes                  (156,702)    (376,792)
 Deferred rent                                  3,727        5,318
                                            ---------   ----------
NET CASH FLOWS FROM OPERATING ACTIVITIES      (35,451)    (549,031)
                                            ---------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of marketable securities             (2,710)     (12,241)
 Proceeds from sale of marketable securities        -      200,000
 Collections of amounts due under repurchase
  agreement                                         -      260,459
 Acquisition of fixed assets                  (22,364)      (6,854)
                                            ---------    ---------
NET CASH FLOWS FROM INVESTING ACTIVITIES      (25,074)     441,364
                                            ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from stock subscription
  receivable                                    1,400        1,500
 Net borrowings on loan payable               (44,417)           -
                                            ---------    ---------
NET CASH FLOWS FROM FINANCING ACTIVITIES      (43,017)       1,500
                                            ---------    ---------
NET CHANGE IN CASH AND EQUIVALENTS           (103,542)    (106,167)

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 1,494,441    1,030,181
                                            ---------    ---------
CASH AND EQUIVALENTS AT END OF PERIOD      $1,390,899   $  924,014
                                            =========    =========
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION:
 Income taxes paid                         $    5,329   $    5,043
                                            =========    =========
 Interest paid                             $   58,699   $    4,135
                                            =========    =========


See notes to consolidated financial statements.
</TABLE>



              SURGE COMPONENTS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       FEBRUARY 28, 2003


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------------

In   the  opinion  of  management,  the  accompanying  consolidated
financial  statements  of Surge Components  Inc.,  Challenge/Surge,
Inc.,  Superus Holdings, Inc. ("Superus"), Surge/Lelon, LLC,  Surge
Acquisition  Corporation and Surge Components, Limited contain  all
adjustments  necessary  to present fairly the  Company's  financial
position  as  of February 28, 2003 and  the related  statements  of
operations  and  comprehensive  loss  and cash  flows for the three
months ended February 28,  2003 and 2002.

The  consolidated results of operations for the three months  ended
February  28, 2003 and 2002 are not necessarily indicative  of  the
results to be expected for the full year.

The accounting policies followed by the Company are  set  forth  in
Note B to the Company's financial statements included in its Annual
Report on Form 10-KSB, for the  year  ended November 30, 2002.

NOTE 2 - SUPERUS BANKRUPTCY
---------------------------

In March 2002, Superus filed for bankruptcy protection under
Chapter 7 of the United States Bankruptcy code. The Court is
currently reviewing the bankruptcy petition.


Note 3 - SETTLEMENT AGREEMENT
---------------------------------------------------------

In  April  2002, in connection with a Mutual Release,  Settlement,
Standstill  and  Non-Disparagement  Agreement  by  and  among  the
Company and Equilink Capital Partners, LLC, Robert DePalo, Old Oak
Fund  Inc.  and  Kenneth Orr (collectively, the "Investors"),  the
Investors   transferred  back to  the  Company  252,000 shares  of
common  stock, 19,300 shares of  Series  C  preferred  stock,  and
certain  warrants,  representing  all of the  Company's securities
held  by  the Investors, and agreed  to,  among  other things, not
to disparage the Company in any manner, in  exchange  for $225,000
in  settlement of potential  claims relating  to services provided
by the Investors.  The shares  were held in escrow until the final
payment  was  made. In addition,  the Company  and  the  Investors
mutually agreed to release  each  other from all claims each party
had, now  has,  or in the future  might have  against  the  other.
The   Company   recorded  a  charge  of  approximately $193,850 to
income during the quarter ending May 31, 2002, in connection  with
the settlement.




             SURGE COMPONENTS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        FEBRUARY 28, 2003


NOTE 4 - PREFERRED DIVIDENDS
----------------------------

Dividends  on  the  Non-Voting  Redeemable  Convertible  Series   C
Preferred  Stock  aggregating $36,850 for  the  semiannual  periods
ended December 31, 2001, June 30, 2002, and December 31, 2002, have
not been paid.  The Company has accrued these dividends.

NOTE 5 - SEC INVESTIGATION
--------------------------

During  the  year  ended November 30, 2000 and the  quarter  ended
February 28, 2001, the Company made certain potentially questionable
payments of  approximately  $2,137,000 and $774,000,  respectively.
These payments  are  currently the subject of an  investigation  by
the Securities  and  Exchange  Commission (the "SEC". The recipient
of  these payments  repaid $1 million to the Company in the  quarter
ending May 31, 2001, which was included in other income.

In  May  2001,  the law firm Mintz Levin Cohn Ferris  Glovsky  and
Popeo,  P.C., was engaged to assist in an investigation concerning
the  payments  and  to recommend policies to prevent  any  similar
future   payments.  Due,  in  part  to  the  previously  disclosed
resignation of our outside counsel and such counsel's  refusal  to
be  interviewed  as  part of the investigation,  the  Company  was
unable  to confirm what legal advice was rendered as to the making
of such payments. The investigation did not uncover any additional
payments   similar   to  the  previously  disclosed   "potentially
questionable payments". The Company has taken steps to ensure that
such payments are not made in the future, including requiring that
payments above $5,000 not be made to any party except a party on a
list  approved by our audit committee, requiring co-signatures  on
each  check for more than $10,000 and adopting a Code of  Conduct.
Except  for  proceedings relating to the SEC inquiry commenced  in
October  2001, the Company is not aware of any pending proceedings
relating to the potentially questionable payments. The Company has
not  been contacted by the SEC regarding its investigations  since
March  2002.   There  can be no assurance that  these  potentially
questionable payments and related investigation will not  lead  to
other proceedings.

NOTE 6 - DEBT NOT IN COMPLIANCE WITH TERMS
------------------------------------------

In  July 2002, the Company entered into a financing agreement  (the
"Financing  Agreement") with an asset-based lender  (the  "Lender")
providing  for  borrowings up to $1,000,000  (the  "Credit  Line").
Borrowings under the Credit Line accrue interest at the greater  of
the  prime rate plus two percent (2.0%) or 6.75% (6.75% at February
28,  2003). The Company pays one-quarter of one percent (1/4 of 1%)
annually  as  an  unused  line  fee  for  the  difference   between
$1,000,000 and the average daily balance



              SURGE COMPONENTS, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        FEBRUARY 28, 2003


NOTE 6 - DEBT NOT IN COMPLIANCE WITH TERMS (continued)
------------------------------------------------------

of   the  Credit  Line.  The  Credit  Line  is  collateralized   by
substantially  all  the  Company's  assets  and  contains   various
financial  covenants  pertaining  to  the  maintenance  of  working
capital  and tangible net worth. On February 28, 2003, we were  not
in  compliance with the tangible net worth covenant.  We anticipate
continuing to not be in compliance with such covenant during Fiscal
2003.   As  such, the Lender may declare the Company in default  at
anytime  and has the following rights, among others: (1) to  demand
immediate  repayment of borrowings under the Credit  Line;  (2)  to
receive  a  charge at the rate of two percent per  month  upon  the
unpaid  balance  of  the obligations under the Financing  Agreement
(the "Obligations") from the date of default until the date of  our
full  payment  of  the  Obligations, which charge  is  in  lieu  of
interest;  (3)  to  receive all costs, disbursements,  charges  and
expenses  that it incurs in the collection and enforcement  of  the
Obligations,  including attorneys fees; and (4) to enforce  payment
of or settle any of our receivables and apply the net cash proceeds
resulting  from  such payment or settlement to the payment  of  the
Obligations.  While we do not believe that the Lender will elect to
exercise  any  of such rights, if it did so during  an  inopportune
time  for the Company, it could result in a severe liquidity crisis
for the Company.  As of February 28, 2003, the Company has $422,654
outstanding under the Credit Line.


NOTE 7 - AUTHORIZED REPURCHASE
------------------------------

In  November 2002, the Board of Directors authorized the repurchase
of up to 1,000,000 Common Shares at a price between $.04 and $.045.
The Company has not repurchased any shares to date pursuant to such
authority.




 Item 2. Management's Discussion and Analysis or Plan of Operation

     Statements  contained in this report include  "forward-looking
statements" within the meaning of such term in Section 27A  of  the
Securities  Act of 1933 and Section 21E of the Securities  Exchange
Act  of  1934. Forward-looking statements involve known and unknown
risks,  uncertainties and other factors which  could  cause  actual
financial   or  operating  results,  performances  or  achievements
expressed  or  implied by such forward-looking  statements  not  to
occur or be realized. Such forward-looking statements generally are
based  on  our  best estimates of future results,  performances  or
achievements,  based upon current conditions and  the  most  recent
results  of the companies involved and their respective industries.
Forward-looking statements may be identified by the use of forward-
looking  terminology  such as "may," "will,"  "project,"  "expect,"
"believe,"   "estimate,"   "anticipate,"   "intends,"   "continue,"
"potential,"  "opportunity" or similar terms, variations  of  those
terms  or the negative of those terms or other variations of  those
terms  or  comparable  words or expressions.  Potential  risks  and
uncertainties include, among other things, such factors as:

       -  our business strategies and future plans of operations,

       -  general  economic conditions in the United States  and
          elsewhere, as well as the economic conditions affecting the
          industries in which we operate,

       -  political and regulatory matters affecting the foreign
          countries in which we operate or purchase goods and materials
          including the current war with Iraq  and the health crisis in the
          Far East,

       -  the market acceptance and amount of sales of our products and
          services,

       -  the extent that our distribution network and marketing
          programs achieve satisfactory response rates,

       -  the effect of the current surplus of electronic component
          parts in the broker distributor market on sales by our Challenge
          subsidiary,

       -  our historical losses,

       -  the competitive environment within the electronic components
          industry,

       -  our ability to raise additional capital, if and as needed,

       -  the cost-effectiveness of our product development activities,

       -  the effect of our non compliance with the tangible net worth
          covenant of our loan agreement with our principal lender,

       -  the effect of the delisting of our common stock, par value
          $.001 per share (the "Common Shares") from the NASDAQ Stock Market
          and the proposed delisting of our Common Shares from The Boston
          Stock Exchange

       -  the extent of any further investigations or proceedings with
          respect to certain potentially questionable payments made by Surge
          during its fiscal year ended November 30, 2000 and its quarter
          ended February 28, 2001 and

       -  the other factors and information discussed in other sections
          of this report.


     Shareholders and others reading this report should  carefully
consider   such   risks,  uncertainties  and  other   information,
disclosures  and  discussions which contain cautionary  statements
identifying important factors that could cause actual  results  to
differ  materially  from  those provided  in  the  forward-looking
statements.  We  undertake no obligation  to  publicly  update  or
revise any forward-looking statements, whether as a result of  new
information,  future  events or otherwise. Readers  are  urged  to
carefully review and consider the various disclosures made by  the
Company in this Report and the Company's Annual Report on Form 10-
KSB  for the year ended November 30, 2002, both of which have been
filed  with  the  SEC.  These  reports  attempt  to  advise
interested  parties of the risks and factors that may  affect  the
Company's  business, financial condition and results of operations
and prospects.

Critical Accounting Policies and Estimates

       The   preparation  of  financial  statements  and   related
disclosures  in  conformity with accounting  principles  generally
accepted  in  the  United  States  requires  management  to   make
estimates and assumptions that affect the amounts reported in  the
unaudited   Consolidated  Financial  Statements  and  accompanying
notes.  Estimates are used for, but not limited to, the accounting
for the allowance for doubtful accounts, inventories, income taxes
and   loss  contingencies.  Management  bases  its  estimates   on
historical  experience and on various other assumptions  that  are
believed to be reasonable under the circumstances. Actual  results
could  differ from these estimates under different assumptions  or
conditions.

      The  Company  believes  the  following  critical  accounting
policies, among others, may be impacted significantly by judgment,
assumptions and estimates used in the preparation of the unaudited
Consolidated Financial Statements:

      The allowance for doubtful accounts is maintained to provide
for  losses  arising from customers' inability  to  make  required
payments.  If  there  is  deterioration of our  customers'  credit
worthiness and/or there is an increase in the length of time  that
the   receivables  are  past  due  greater  than  the   historical
assumptions  used, additional allowances may be  required.  During
February 2002, the Company obtained $1,500,000 of credit insurance
covering most of its customers.

      Inventories,  which  consist solely  of  products  held  for
resale,  are  stated  at  the lower of cost  (first-in,  first-out
method) or market. Products are included in inventory when shipped
from  the  supplier.  The Company, at February  28,  2003,  has  a
reserve   against   slow   moving  and   obsolete   inventory   of
approximately $1,051,000.

      The Company's deferred income taxes arise primarily from the
differences  in the recording of net operating losses,  allowances
for  bad  debts, inventory reserves and depreciation  expense  for
financial  reporting  and income tax purposes.  Income  taxes  are
reported  under  the liability method pursuant  to  SFAS  No.  109
"accounting  for income taxes". A valuation allowance is  provided
when  the likelihood of realization of deferred tax assets is  not
assured.    The  Company  has provided for a  valuation  allowance
totaling approximately $7,441,000.

     Current accounting guidance allows for several options in the
reporting  of  stock options granted to employees or directors  as
compensation.   The  Company  has  adopted  the  disclosure   only
provisions   of  SFAS  Number  123,  "Accounting  for  Stock-Based
Compensation."   Under  these  provisions,  the  Company  has  not
provided  for  a  charge for compensation  in  its  statements  of
operations related to the granting of options to its employees and
directors.    No such options were granted during the fiscal  year
ended November 30, 2002 or for the three months ended February 28,
2003.

Results of Operations

     Consolidated  net sales for the three months  ended  February
28,  2003  increased  by  $246,258, or  9%,  to  $3,040,335  as
compared  to  net sales of $2,794,077 for the three  months  ended
February  28,  2002.  The  net sales for the  three  months  ended
February   28,  2003  for  Surge  without  Challenge/Surge,   Inc.
("Challenge"),  one  of the Company's subsidiaries,  increased  by
$342,082,  or  20%  when  compared to  the  three  months  ended
February 28, 2002. The Company had higher sales during the current
year as a result of obtaining new customers.

     The net sales for the three months ended February 28, 2003 for
Challenge  decreased by $95,824, or 9% when compared to  the  three
months  ended February 28, 2002.  Challenge continues to experience
depressed sales due to a slowdown in manufacturing  among computer,
telecommunications   and   phone manufacturers.  This  slowdown  is
expected to adversely affect Challenge's sales for 2003. Any future
improvements in sales (and possible  profitability) are expected to
be based on future  demand and supply for Challenge's product mix.
However, Challenge started an  audible products division in 1999.
Sales of speakers, fans  and buzzers by this  division  increased
steadily   since   their introduction.

      The  semiconductor industry has historically experienced wide
fluctuations  in  the  supply and demand of  semiconductors.  These
fluctuations  have helped produce many occasions  when  supply  and
demand  for  semiconductors have not been in  balance.  The  supply
currently  far  exceeds  the demand and has resulted  in  declining
average  selling prices for our products as companies seek to  sell
their  inventories. Accordingly, the Company's ability to  maintain
or  increase  revenues will be highly dependent on its  ability  to
increase  sales  volume of existing products  and  to  successfully
introduce and sell new products.

     While   we  cannot  predict  future  performance,  we  believe
opportunities exist for growth in the United States  and  Asia.  We
are  continually  looking  into new  product  lines  and  strategic
partnerships which could assist in the Company's growth.


      Our gross profit for the three months ended February 28, 2003
increased  by  $25,464 or 3%, as compared to  the  three  months
ended February 28, 2002. Gross margin as a percentage of net sales,
however, decreased from 28% for the three months ended February 28,
2002  to  27% for the three months ended February 28,  2003.   The
increase  in our gross profit was a result of increased sales  from
new customers. The decrease in the gross margin as a percentage  of
net  sales  is  a  result  of the economic slowdown  of  electronic
components and industry pricing pressures requiring us to lower our
prices.

     General and administrative expenses for the three months ended
February  28, 2003 decreased by $115,699, or 14%, as compared  to
the  three  months  ended  February  28,  2002.   The  decrease  is
primarily due to decreased professional fees.


      Selling  and  shipping expenses for the  three  months  ended
February 28, 2003 increased by $20,458, or 9%, as compared  to  the
three  months ended February 28, 2002.  This increase is  primarily
due to the increased sales commissions and related selling expenses
resulting from higher sales in the current three-month period.

     No financial consulting fees and expenses were incurred during
the three months ended February 28, 2003. Financial consulting fees
and  expenses  for the three months ended February  28,  2002  were
$75,000, representing the cost of the securities issued in  payment
of  such fees.  These fees and expenses were incurred in connection
with  an  agreement  with our investment banker regarding  services
through May 2001 and reimbursement of expenses.  In April 2002, the
Company  entered  into a settlement agreement  with  an  investment
banker,  as more fully explained below in the liquidity and capital
resource section.

      Interest expense increased $54,564 for the three months ended
February  28, 2003, as compared to the three months ended  February
28, 2002.   This increase is attributable to the Company borrowing
funds from an asset based lender.

     Investment income for the three months ended February 28, 2003
decreased by  $7,951, or 55%, as compared to the three months ended
February  28,  2002.  This  decrease is primarily  related  to  our
use of cash and cash equivalents to fund losses and  the
reduction of interest rates on our invested funds.

     During the year ended November 30, 2000 and the quarter  ended
February 28,2001, we made certain potentially questionable payments
totaling approximately $2,137,000 and $774,000, respectively.  Such
payments  were  made  to  the wife of an employee  of  one  of  our
suppliers  in  return  for  help  obtaining  components  from  that
supplier   and   another  distributor.   According  to   management
personnel responsible for making the payments, prior to making  any
payment,  the  transaction was disclosed to our  legal  counsel  to
determine  whether payments to an employee of a supplier  would  be
legal.   Management personnel believed they had received reasonable
assurances  at  the time, and thereafter, that such  payments  were
not  illegal, so long as the recipient of the payments received  an
IRS  Form 1099, and all payments were made by check.  The costs  of
such  payments were recorded in our books and records and financial
statements.   We  duly issued a Form 1099 to the recipient  of  the
payments.   According  to Steven Lubman, Vice  President,  in  mid-
March  2001  he became aware of a document in a criminal proceeding
unrelated to us in  which  similar  payments  were described  as
kickbacks.   This caused  management  to seek the affirmation  of
the  legal  advice previously given.  Legal counsel advised us by
letter on  or  about March  22, 2001, that, since the payments had
been described in a document  in the unrelated criminal action as
kickbacks, disclosure of  the  document should be made to our
auditors, which  was  done. Such  counsel  stated  in the letter
that no  conclusion  had  been reached  that such payments were
kickbacks.  On April 17, 2001,  we disclosed  in  our  Form 10-QSB
Quarterly Report  filing  that  the questionable payments
had been made.

     After  receipt of the March 22, 2001 letter referred to above,
the  Board determined to investigate the payments and ask  for  the
return  of the payments.  The Company requested that the $3 million
be  repaid.   $1 million was repaid to the Company.  In  May  2001,
the  law  firm of Mintz Levin Cohn Ferris Glovsky and  Popeo,  P.C.
was  formally  engaged by the Company to assist in an investigation
concerning  the payments and to recommend policies to  prevent  any
similar  future payments.  Due, in part to the previously disclosed
resignation  of our outside counsel and such counsel's  refusal  to
be  interviewed  as part of the investigation, we  were  unable  to
confirm  what  legal advice was rendered as to the making  of  such
payments.    The  investigation  did  not  uncover  any  additional
payments   similar   to  the  previously  disclosed   "questionable
payments".    We have taken steps to ensure that such payments  are
not  made  in  the  future, including requiring that  all  payments
above  $5,000  be made to a party on a list approved by  our  audit
committee,  requiring co-signatures on each  check  for  more  than
$10,000,  adopting a Code of Conduct, and seeking to add additional
Board  and  Audit  Committee  members,  as  well  as,  as  soon  as
feasible,  a  controller and chief financial officer.  The  Company
has  not  been  contacted  by the SEC regarding  its  investigation
since  March 2002.  Except for the SEC inquiry referred  to  above,
we  are  not  aware  of  any pending proceedings  relating  to  the
questionable payments.

     The  Company received a letter from a lawyer from a collection
agency  dated February 13, 2003 on behalf of Snow Becker  &  Krauss
P.C.,  our former legal counsel ("SBK") asserting a claim for legal
fees of approximately $665,000.  These charges are included in  our
liabilities on our Balance Sheet at February 28, 2003.  These  fees
relate  to services rendered by SBK between one and two years  ago.
We  responded  to  this letter by disputing that the  Company  owes
these  fees  and  asserting  that we believe  we  have  substantial
additional  claims  against SBK.  The Company is presently  engaged
in  evaluating how it intends to proceed with these claims.   While
we  believe  we have good claims against SBK, we have no  assurance
that  we will be successful in asserting these claims against  SBK,
or  whether  SBK  will  be  successful in its  claims  against  the
Company.

      As  result  of  the foregoing, the Company on a  consolidated
basis  had  a  net loss of $220,596 for the three  months  ended
February  28,  2003, as compared to $368,347 for the  three  months
ended February 28, 2002.



Liquidity and Capital Resources

     Working  capital  decreased by $193,389  during  the  three
months  ended  February 28, 2003 from $2,459,548  at  November  30,
2002,  to  $2,266,159, at February 28, 2003. This decrease resulted
primarily  from the decrease in inventory and accrued expenses  and
as partially  offset  by a increase in accounts payable  and  accounts
receivable. Our current ratio decreased from 1.8:1 at November 30,
2002, to 1.7:1 at February 28, 2003.  Inventory  turned 1.2 times
during  the three months ended February 28, 2003 as compared to 0.90
times during the three months ended February 28, 2002. The average
number of days to collect  receivables remained the same at 53  days.
We  believe that working capital levels and available financing are
adequate to meet  the  current operating requirements during  the
next  twelve months.

         In  July  2002,  the  Company  entered  into  a  financing
agreement  (the  "Financing Agreement") with an asset-based  lender
(the  "Lender")  providing for borrowings  up  to  $1,000,000  (the
"Credit Line"). Borrowings under the Credit Line accrue interest at
the  greater of the prime rate plus two percent (2.0%) or 6.75% per
annum (6.75% at February 28, 2003). The Company pays one-quarter of
one  percent  (1/4 of 1%) annually as an unused line  fee  for  the
difference  between  $1,000,000 and the average  daily  outstanding
balance under the Credit Line. The Credit Line is collateralized by
substantially  all  the  Company's  assets  and  contains   various
financial  covenants  pertaining  to  the  maintenance  of  working
capital and tangible net worth.  At February 28, 2003, we were  not
in  compliance with the tangible net worth covenant.  We anticipate
continuing to be not in compliance with such covenant during Fiscal
2003.   As  such, the Lender may declare the Company in default  at
any  time and has the following rights, among others: (1) to demand
immediate  repayment of borrowings under the Credit  Line;  (2)  to
receive  a  charge at the rate of two percent per  month  upon  the
unpaid  balance  of  the obligations under the Financing  Agreement
(the "Obligations") from the date of default until the date of  our
full  payment  of  the  Obligations, which charge  is  in  lieu  of
interest;  (3)  to  receive all costs, disbursements,  charges  and
expenses  that it incurs in the collection and enforcement  of  the
Obligations,  including attorneys fees; and (4) to enforce  payment
of or settle any of our receivables and apply the net cash proceeds
resulting  from  such payment or settlement to the payment  of  the
Obligations.  While we do not believe that the Lender will elect to
exercise such rights, if it did so at an inopportune time  for  the
Company,  it  could  result in a severe liquidity  crisis  for  the
Company, forcing us to use our available cash, which may or may not
be  sufficient,  and obtain alternative financing  at  a  difficult
time.

  We  incur  substantial operating costs. These  costs  principally
consist of rent, payroll, professional fees, insurance premiums and
marketing related charges. Our ability to operate profitably in the
future  depends  on  increasing sales  levels  and  decreasing  our
expenses.  To accomplish this goal, we are attempting to streamline
our   operations  and  reviewing  other  possible  areas  of   cost
reductions.

     Our headquarters are leased from a company owned by certain of
our  officers,  directors and shareholders. Rental  costs  for  the
premises  were  approximately $52,700 for the  three  months  ended
February  28,  2003. The lease agreement calls for a three  percent
(3%)   increase  each  year  and  terminates  September  30,  2010.
Amortization of the leasehold improvements is made ratably over the
shorter  of  the  ten-year term of the lease or  the  life  of  the
improvements.


      In  November  2002,  the  Board of Directors  authorized  the
repurchase of up to 1,000,000 shares of the Company's common  stock
at  a price between $.04 and $.045. No action has been taken on the
above  authorization,  since the stock is currently  trading  at  a
higher amount.

      During  the three months ended February 28, 2003, we had  net
cash  used  in  operating  activities of $35,451,  as  compared  to
$549,031 in the three months ended February 28, 2002.  The decrease
decrease  in  cash used in operating activities resulted  from  the
decrease  in Company's net loss, a decrease in accrued  expenses
and  an increase in prepaid expenses and income taxes, partially
offset by a decrease in inventory.

     We had net cash used in investing activities of $(25,074) for
the  three months ended February 28, 2003, as compared to net  cash
provided  by investing activities of $441,364 for the three  months
ended  February 28, 2002. The net cash used in investing activities
during  the three months ended February 28, 2003 resulted primarily
from the purchase of marketable securities and fixed assets.

     We   had  net  cash used  in  financing  financing
activities of $43,017 for the three months ended February 28,  2003,
as  compared  to  net  cash  provided  by  financing  activities  of
approximately $1,500 for the three months ended February  28,  2002.
The  cash  used  in  financing activities during the  quarter  ended
February 28, 2003 was a result of the payments to the credit line.

     As a result of the foregoing, the Company had a net decrease in
cash  and  equivalents  of $103,542 during the  three  months  ended
February  28, 2003, as compared to $106,167 for the three  months
ended February 28, 2002.

      In  April  2002, in connection with a Mutual Release,  Settle
ment,  Standstill and Non-Disparagement Agreement by and among  the
Company and Equilink Capital Partners, LLC, Robert DePalo, Old  Oak
Fund  Inc.  and  Kenneth Orr (collectively, the  "Investors"),  the
Investors  released the Company from potential claims  relating  to
services provided by the Investors, transferred back to the Company
252,000  Common Shares, 19,300 shares of Series C preferred  stock,
and  certain warrants, representing all of the Company's securities
held  by  the  Investors, and agreed, among other  things,  not  to
purchase  any  securities of the Company and not to  disparage  the
Company in any manner, in exchange for $225,000.  In addition,  the
Company  and  the Investors mutually agreed to release  each  other
from  all  claims each party had, now has, or in the  future  might
have  against  the other.  The Company recorded a $194,000  expense
during Fiscal 2002 in connection with this settlement.

     In   March  2002,  we  entered  into  an  agreement  with  two
shareholders  to  settle a dispute as to the  form  of  payment  of
interest on certain 12% Convertible Promissory Notes. We agreed  to
pay  these  shareholders an aggregate of $32,854, in  exchange  for
17,522 Common Shares issued to them for converted interest.

     In  July  2000,  Surge entered into a joint venture  agreement
with  Lelon  (a  supplier  of component parts  to  Surge)  to  form
Surge/Lelon  LLP,  a Delaware limited liability  partnership.   The
Company has membership interests in the joint venture totaling 55%.
Operations  commenced in August 2002.  These operations  have  been
consolidated with those  of  the  Company.   The ownership of  Lelon
in  this  joint venture,  totaling  45%, has been reported as a
minority  interest. This  joint venture was started in order to more
effectively market the  products  of the Lelon name brand.  To date,
these  operations have been relatively small.

     In  May  2002, Surge and an officer of Surge became  the  sole
owners of Surge Components, Limited, a Hong Kong corporation. Under
current  Hong  Kong law, Surge Components, Limited is  required  to
have  at  least  two  shareholders. Surge owns 999  shares  of  the
outstanding common stock and an officer of Surge owns one share  of
the outstanding common stock. The officer of Surge has assigned his
rights  regarding his one share to Surge. Operations  commenced  in
July  2002.  These operations have been consolidated with those  of
the  Company.  Surge  Components, Limited  was  created  to  better
position the Company in the Asian markets.

     We  purchase  a  significant amount of our products  from  the
Asian  market  and  in  addition a number  of  our  customers  have
factories  located in Asia. Surge Components Limited will  help  us
service these clients more effectively and in addition will  assist
in the obtaining of new opportunities.


Inflation And Increasing Interest Rates

     In  the  past  two  fiscal  years, inflation  has  not  had  a
significant  impact  on  our business.   However,  any  significant
increase  in  inflation and interest rates could have a significant
effect  on  the economy in general and, thereby, could  affect  our
future  operating  results.   In  addition,  the  interest  on  the
Company's  line  of  credit  is based upon  the  prime  rate.   Any
significant  increase in the prime rate could significantly  impact
our future operating results.


Item 3.      Controls and Procedures.

      Within  the  90  days prior to the date of this  report,  the
Company  carried out an evaluation, under the supervision and  with
the  participation  of  the  Company's  management,  including  the
Company's  Chief Executive Officer and Chief Financial Officer,  of
the  effectiveness  of the design and operation  of  the  Company's
disclosure  controls and procedures pursuant to Exchange  Act  Rule
13a-14. Based upon the evaluation, the Chief Executive Officer  and
Chief  Financial  Officer concluded that the  Company's  disclosure
controls  and  procedures are effective. There were no  significant
changes in the Company's internal controls or in other factors that
could significantly affect these controls subsequent to the date of
their evaluation.




           PART II   OTHER INFORMATION


Item 1.   Legal Proceedings.

     By letters dated October 9, 2001 and January 17, 2002, we were
contacted   by  the  SEC  regarding  the  potentially  questionable
payments  previously  disclosed, in  which  we  were  requested  to
voluntarily  furnish various documents.  By letters  dated  October
23,  2001  and  November  28,  2001, we voluntarily  responded  and
provided  the  SEC  with  such documents. On  March  13,  2002,  we
provided a supplemental response to the SEC.  We have not  had  any
contact with, or received any letters from, the SEC concerning this
matter since March 2002.

      On or about March 8, 2002, Superus filed a voluntary petition
seeking relief under Chapter 7 of the United States Bankruptcy Code
(the  "Code") (Title 11) in the United States Bankruptcy Court  for
the  District of Delaware.  A trustee was appointed in the case and
he  held  a meeting of creditors as required by the Code.  On  June
18,  2002, the trustee filed his report with the Court stating that
the  case was a no asset case that had been fully administered  and
requesting  that it be discharged.  The Court has not yet  approved
the  trustee's  report  or closed the case.   There  have  been  no
objections filed to the report.


Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

               3.1 Certificate of Incorporation of the Company,  as
               amended.  (1)

               3.2  By-Laws of the Company. (1)

               99.1 Certification Pursuant to 18 U.S.C. Section
               1350, as Adopted       Pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.
       --------------------

               (1)  Incorporated  by reference from  the  Company's
               Registration Statement on Form SB-2 (No 333-630  NY)
               declared  effective by the Securities  and  Exchange
               Commission on July 31, 1996.


     (b)  Reports on Form 8-K.

               None.



                          SIGNATURES

     In  accordance  with the requirements  of  the  Securities
  Exchange Act of 1934, the registrant caused this report to be
  signed  on  its  behalf  by the undersigned,  thereunto  duly
  authorized.



                                SURGE COMPONENTS, INC.



                                By: /s/ Ira Levy
                                    ----------------------
                                    Ira Levy
                                    Chief  Executive  Officer
                                    and President
                                    (Principal Executive  and
                                    Financial Officer)


  Dated:  April 11, 2003








                     CERTIFICATION PURSUANT TO
           SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002




     I, Ira Levy, certify that:

          1.   I have reviewed this quarterly report on Form 10-QSB
of Surge Components, Inc.;

           2.    Based on my knowledge, this quarterly report  does
not  contain  any untrue statement of a material fact  or  omit  to
state  a  material fact necessary to make the statements  made,  in
light  of the circumstances under which such statements were  made,
not misleading with respect to the period covered by this quarterly
report;

          3.   Based on my knowledge, the financial statements, and
other  financial  information included in  this  quarterly  report,
fairly  present  in all material respects the financial  condition,
results  of operations and cash flows of the registrant as of,  and
for, the periods presented in this quarterly report;

           4.   The registrant's other certifying officers and I am
responsible  for  establishing and maintaining disclosure  controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:

                 (a)    designed  such  disclosure   controls   and
procedures  to  ensure that material information  relating  to  the
registrant, including its consolidated subsidiaries, is made  known
to  us  by  others within those entities, particularly  during  the
period in which this quarterly report is being prepared;

               (b)  evaluated the effectiveness of the registrant's
disclosure  controls  and procedures as of a date  within  90  days
prior to the filling date of this quarterly report (the "Evaluation
Date"); and

                 (c)   presented  in  this  quarterly  report   our
conclusions about the effectiveness of the disclosure controls  and
procedures based on our evaluation as of the Evaluation Date.

           5.    The registrant's other certifying officers  and  I
have  disclosed,  based  on  our most  recent  evaluation,  to  the
registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):

                (a)  all significant deficiencies in the design  or
operation  of  internal controls which could adversely  affect  the
registrant's  ability  to  record, process,  summarize  and  report
financial  data  and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

                (b)   any  fraud,  whether or  not  material,  that
involves management or other employees who have a significant  role
in the registrant's internal controls.

           6.    The registrant's other certifying officers  and  I
have  indicated in this quarterly report whether or not there  were
significant  changes in internal controls or in other factors  that
could significantly affect internal controls subsequent to the date
of  our  most  recent evaluation, including any corrective  actions
with regard to significant deficiencies and material weaknesses.


Date: April 11, 2003


                               /s/Ira Levy
                               ----------------------------------
                               Name:  Ira Levy
                               Title: Chief Executive Officer
                                      and President
                                      (Principal  Executive
                                       Officer and Principal
                                       Financial Officer)




                                                   Exhibit 99.1



                     CERTIFICATION PURSUANT TO
                      18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



      In  connection with the Quarterly Report of Surge Components,
Inc.  (the "Company") on Form 10-QSB for the period ending February
28,  2003  as filed with the Securities and Exchange Commission  on
the  date hereof (the "Report"), Ira Levy, Chief Executive  Officer
and  President  of  the Company certifies, pursuant  to  18  U.S.C.
Section  1350, as adopted pursuant to Section 906 of the  Sarbanes-
Oxley Act of 2002, that, to the best of his knowledge:

           (1)  The Report fully complies with the requirements  of
Section  13(a) or Section 15(d) of the Securities Exchange  Act  of
1934; and

           (2)   The  information contained in  the  Report  fairly
presents,  in  all material respects, the financial  condition  and
result of operations of the Company.


April 11, 2003

                                   /s/Ira Levy
                                   --------------------------
                                   Name: Ira Levy
                                   Title: Chief Executive Officer
                                          and President
                                          (Principal Executive and
                                           Financial Officer)


      This certification accompanies the Report pursuant to Section
906  of the Sarbanes-Oxley Act of 2002 and shall not, except to the
extent required by the Sarbanes-Oxley Act of 2002, be deemed  filed
by  the  Company  for  purposes of Section  18  of  the  Securities
Exchange Act of 1934, as amended.