<PAGE>
   
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1
    
(Mark One)

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

For the quarterly period ended August 31, 1998

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

For the transition period from ____________ to ____________

Commission file number  1-14188


                             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
incorporation or organization)                             Identification No.)


                    1016 Grand Boulevard, Deer Park, NY 11729
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (516) 595-1818
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)


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

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days 
Yes ___X___ No______

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.

Yes _______ No _______


                      APPLICABLE ONLY TO CORPORATE ISSUERS
     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of September 30, 1998:
4,852,958 shares of common stock, par value $.001 per share.

           Transitional Small Business Disclosure Format (check one):

                               Yes ____ No __X__

<PAGE>


                      SURGE COMPONENTS, INC. AND SUBSIDIARY

                              Index to Form 10-QSB

                      For the Period Ended August 31, 1998





PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:

Consolidated Balance Sheets                                          3 - 4

Consolidated Statements of Income                                    5

Consolidated Statements of Cash Flows                                6

Notes to Consolidated Financial Statements                           7 - 8


Item 2.  Management's Discussion and Analysis or Plan of Operation   9 -13


PART II.  OTHER INFORMATION

Item 4.  Submission of Matters To a Vote of Security Holders         14

Item 6.  Exhibits and Reports on Form 8-K                            14- 16

Signatures                                                           14










                                       2
<PAGE>


                      SURGE COMPONENTS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>


                           ASSETS
                           ------

                                                           August 31,        November 30,
                                                             1998               1997
                                                           ----------        ------------
<S>                                                       <C>                   <C>       
Current assets:
     Cash                                                 $1,930,468            $2,895,695
     Marketable securities                                 3,155,991             2,217,370
     Accounts receivable (net of allowance for
       doubtful accounts of $15,724)                       1,214,033             1,544,536
     Inventory                                             1,144,555             1,228,941
     Prepaid expenses and taxes                              116,075               130,844
     Cash surrender value                                     29,789                29,789
                                                          ----------            ----------

         Total current assets                              7,590,911             8,047,175

Fixed assets - net of accumulated depreciation
     of  $197,657 and $160,858, respectively                 313,028               123,942

Other assets:
     Security deposits                                         2,985                 2,985
                                                          ----------            ----------

         Total assets                                     $7,906,924            $8,174,102
                                                          ==========            ==========


</TABLE>


See accompanying notes to consolidated financial statements.



                                       3
<PAGE>


                      SURGE COMPONENTS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                          LIABILITIES AND STOCKHOLDERS' EQUITY
                          ------------------------------------

                                                                 August 31,              November 30,
                                                                    1998                    1997
                                                                 ----------              ------------
<S>                                                              <C>                     <C>        
Current liabilities:
     Loan payable - bank                                         $   402,720             $   495,495
     Accounts payable                                              1,120,590                 960,073
     Accrued expenses                                                111,175                 294,734
     Corporation taxes payable                                        16,757                     456
                                                                 -----------             -----------

         Total current liabilities                                 1,651,242               1,750,758

Long term debt:
     Deferred income tax                                                --                     1,396
                                                                 -----------             -----------

         Total liabilities                                         1,651,242               1,752,154
                                                                 -----------             -----------

Stockholders' equity:
     Preferred stock - $.001 par value stock,
         1,000,000 shares authorized, none issued
         and outstanding                                                --                      --
     Common stock - $.001 par value stock,
          25,000,000 shares authorized, 4,852,958 and
          4,823,958 shares issued and outstanding                      4,853                   4,824
     Additional paid-in capital                                    6,369,708               6,335,862
     Unrealized holding gain                                         101,200                  75,980
     Retained earnings (deficit)                                    (220,079)                  5,282
                                                                 -----------             -----------

         Total stockholders' equity                                6,255,682               6,421,948
                                                                 -----------             -----------

         Total liabilities and stockholders' equity              $ 7,906,924             $ 8,174,102
                                                                 ===========             ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      SURGE COMPONENTS INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              Nine Months Ended                  Three Months Ended
                                                                  August 31,                          August 31,
                                                         1998              1997                 1998              1997
                                                        ------            ------               ------            ------

<S>                                                  <C>                  <C>                <C>                 <C>       
Sales                                                $6,374,365           $7,466,138         $2,119,241          $2,847,282
   Less returns and allowances                          140,537               28,378             28,896              10,865
                                                     ----------           ----------         ----------          ----------

Net sales                                             6,233,828            7,437,760          2,090,345           2,836,417

Cost of goods sold                                    4,732,721            5,646,320          1,586,988           2,225,884
                                                     ----------           ----------         ----------          ----------

Gross profit                                          1,501,107            1,791,440            503,357             610,533
                                                     ----------           ----------         ----------          ----------
   
Operating expenses:
   General and administrative
    expenses                                          1,435,835            1,366,738            531,512             458,697
   Selling and shipping expenses                        434,109              511,576            112,068             159,787
   Depreciation                                          36,800               41,020             18,312              13,761
                                                     ----------           ----------         ----------          ----------

Total operating expenses                              1,906,744            1,919,334            661,892             632,245
                                                     ----------           ----------         ----------          ----------

Loss from operations                                   (405,637)            (127,894)          (158,535)            (21,712)

Other income and (expense):
    Investment income                                   215,236              201,751             72,396              71,496
    Interest expense                                    (33,971)             (37,466)           (14,756)            (14,887)
                                                     ----------           ----------         ----------          ----------
        

Income (loss) before income taxes                      (224,372)              36,391           (100,895)             34,897

Income taxes                                                989                4,331                 97               4,176
                                                     ----------           ----------         ----------          ----------

Net income (loss)                                    $ (225,361)          $   32,060         $ (100,992)         $   30,721
                                                     ==========           ==========         ==========          ==========

Weighted average shares outstanding
   Basic                                              4,831,480            4,823,958          4,839,067           4,823,958
   Diluted                                            4,831,480            4,929,490          4,839,067           4,929,490

Earnings (loss) per share
   Basic                                            $      (.05)        $         .01       $      (.02)       $        .01
   Diluted                                          $      (.05)        $         .01       $      (.02)       $        .01

</TABLE>
See accompanying notes to consolidated financial statements.



                                       5
<PAGE>

                      SURGE COMPONENTS INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                    Nine Months Ended
                                                                                                         August 31,
                                                                                                  1998             1997
                                                                                                 ------           ------

<S>                                                                                            <C>             <C>         
OPERATING ACTIVITIES:
   Net income (loss)                                                                            $ (225,361)      $   32,060
   Adjustments to reconcile net
    income to net cash provided
    by operating activities:
         Depreciation                                                                               36,800           41,020
         Deferred income taxes                                                                      (1,396)          (1,538)
CHANGES IN OPERATING ASSETS AND LIABILITIES:
   Accounts receivable                                                                             330,503         (512,172)
   Inventory                                                                                        84,386          (72,603)
   Prepaid expenses and taxes                                                                       14,766         (100,143)
   Accounts payable                                                                                160,520          (14,061)
   Accrued expenses and taxes                                                                     (167,258)        (181,468)
   Customer deposit                                                                                     --               --
                                                                                                ----------       ----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                                232,960         (808,905)
                                                                                                ----------       ----------

INVESTING ACTIVITIES
  Purchase of marketable securities                                                               (913,401)        (100,824)
  Acquisition of fixed assets                                                                     (225,886)         (11,908)
                                                                                                ----------       ----------

NET CASH USED IN INVESTING ACTIVITIES                                                           (1,139,287)        (112,732)
                                                                                                ----------       ----------

FINANCING ACTIVITIES
   Net borrowings under
    letter-of-credit agreement                                                                     (92,775)         506,848
   Proceeds from issuance of stock                                                                  33,875               --
                                                                                                ----------       ----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                                (58,900)         506,848
                                                                                                ----------       ----------

NET CHANGE IN CASH                                                                                (965,227)        (414,789)

CASH AT BEGINNING OF PERIOD                                                                      2,895,695        3,241,360
                                                                                                ----------       ----------

CASH AT END OF PERIOD                                                                           $1,930,468       $2,826,571
                                                                                                ==========       ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Income taxes paid                                                                            $    1,962       $  127,326
                                                                                                ==========       ==========
   Interest paid                                                                                $   33,932       $   37,466
                                                                                                ==========       ==========


</TABLE>



See accompanying notes to consolidated financial statements.



                                       6
<PAGE>

                      SURGE COMPONENTS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 August 31, 1998



NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

In the opinion of management, the accompanying consolidated financial statements
of Surge Components Inc. and Subsidiary contain all adjustments necessary to
present fairly the Company's consolidated financial position as of August 31,
1998 and November 30, 1997 and the consolidated results of operations for the
nine and three months ended August 31, 1998 and 1997 and consolidated cash flows
for the nine months ended August 31, 1998 and 1997.

Except as follows, the accounting policies followed by the Company are set forth
in Note 2 to the Company's financial statements included in its Annual Report on
Form 10-KSB, for the year ended November 30, 1997.

The consolidated results of operations for the nine and three months ended
August 31, 1998 and 1997 are not necessarily indicative of the results to be
expected for the full year.

Earnings per Share - Effective December 1, 1997, the Company adopted Financial
Accounting Standards Board Statement of Financial Accounting Standards Number
128, "Earnings Per Share". Under this standard, the method for calculation of
earnings per share was changed and requires the presentation of "basic" and
"diluted" earnings per share. Prior period earnings per share have been restated
to conform with these provisions.


NOTE  2 - RECENTLY ISSUED ACCOUNTING STANDARD

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards Number 130 "Reporting Comprehensive Income". This standard
requires disclosures regarding comprehensive income, the change in an entity's
equity during a period from transactions and events other than those resulting
from investments by and distributions to owners. Had the new standard been
adopted effective December 1, 1996, comprehensive income (loss) for the nine
months ended August 31, 1998 and 1997 would have been $ (200,141) and $ 61,645,
respectively.






                                       7
<PAGE>



                      SURGE COMPONENTS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 August 31, 1998



NOTE 3 - ISSUANCE OF ADDITIONAL SHARES

 In June 1998, the Company approved the issuance of 18,000 shares of the
Company's $.001 par value common stock to an officer of the Company. On August
10, 1998 the company issued the shares to the officer of the Company in
connection with a settlement of a lawsuit.


NOTE 4 - AGREEMENT FOR ADDITIONAL OFFICE SPACE

In July 1998, the Company renewed their lease for office and warehouse space
through December 31, 2008 with a corporation controlled by officers of the
Company. Among other provisions, the agreement allows the Company to occupy an
additional 2,500 square feet at its current premises and allows for annual
increases in the rental payments.






                                       8
<PAGE>


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

                  Except for historical information, the materials contained in
this Management's Discussion and Analysis or Plan of Operation is
forward-looking (within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act) and involve a number of risks and
uncertainties. These include the Company's marginal profitability, need to
manage its growth, general economic downturns, intense price cutting in the
electronics industry, seasonality of quarterly results, and other risks detailed
from time to time in the Company's filings with the Securities and Exchange
Commission. Although forward-looking statements in this Report reflect the good
faith judgment of the Company's management, such statements can only be based on
facts and factors currently known by the Company. Consequently, forward-looking
statements are inherently subject to risks and uncertainties, and actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. Readers are urged to carefully review and
consider the various disclosures made by the Company in this Report, the
Company's Annual Report on Form 10-KSB for the year ended November 30, 1997, all
of which have been filed with the Commission, and 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.

Results of Operations

         Net sales for Surge Components, Inc. and Subsidiary (the "Company") for
the nine months ended August 31, 1998 decreased by $1,203,932, or 16%, to
$6,233,828 as compared to net sales of $7,437,760 for the nine months ended
August 31, 1997. The Company's net sales for the three months ended August 31,
1998 decreased by $746,072, or 26%, to $2,090,345 as compared to net sales of
$2,836,417 for the three months ended August 31, 1997. This decrease was
primarily attributable to the economic effect of the over-abundance of
electronic components in the broker distributor market in which the Company's
subsidiary, Challenge Surge Inc. ("Challenge"), operates. This has resulted in
the migration of some of Challenge's customers to distributors who have
established direct factory relationships. This condition may continue into 1999.
The net sales for the Company without Challenge's sales decreased by 2% for the
nine months ended August 31, 1998. This decrease was attributable primarily to
the lower demand of electronic products in the telecommunications and computer
industries. The electronic components industry as a whole has slowed down
significantly. The Company is attempting to increase sales by introducing new
products, hiring more salespeople and sales representatives.

         The Company's gross profit for the nine months ended August 31, 1998
decreased by $290,333, or 16%, as compared to the nine months ended August 31,
1997. The Company's gross profit for the three months ended August 31, 1998
decreased by $107,176, or 18%, as compared to the three months ended August 31,
1997. These decreases were due primarily to the above market conditions related
to the Company's products.

         General and administrative expenses for the nine months ended August
31, 1998 increased by $69,097, or 5%, as compared to the nine months ended
August 31, 1997. For




                                       9
<PAGE>

the three months ended August 31, 1998, general and administrative expenses
increased by $72,815, or 16%, as compared to the three months ended August 31,
1997. The increases are primarily due to compensation charged to an officer of
the corporation and the hiring of additional staff such as salespeople,
purchasing and warehouse personnel. The Company has also incurred additional
computer expenses due to its new website and upgrade of computer software. In
addition, the Company's investment in personnel is expected to significantly
increase costs prior to the generation of increased sales attributable from such
additional employees during Fiscal 1998 or later.

         Selling and shipping expenses for the nine months ended August 31, 1998
decreased by $77,467, or 15%, as compared to the nine months ended August 31,
1997. For the three months ended August 31, 1998, selling and shipping expenses
decreased by $47,719, or 30%, as compared to the three months ended August 31,
1997. These decreases were primarily a result of the decrease in sales
commissions due to the decrease in sales volume. Also the cost of printing the
new catalogs has decreased in 1998. The Company is committed to increasing sales
through authorized distributors, global and domestic sales representatives, an
Internet website, literature and participation in trade shows.

         Interest expense for the nine months ended August 31, 1998 decreased by
$3,495, or 9%, as compared to the nine months ended August 31, 1997. Interest
expense remained relatively unchanged for the three months ended August 31, 1998
and 1997. The Company intends to continue utilizing letters of credit and
banker's acceptances on an as needed basis based on its cash needs.

         Investment income increased by $ 13,485 for the nine months ended
August 31, 1998 as compared to the nine months ended August 31,1997. Investment
income increased by $900 for the three months ended August 31, 1998, as compared
to the three months ended August 31, 1997. The Company continues to aggressively
pursue its investment program by investing all excess funds.

         As a result of the foregoing, the Company had a net loss of $225,361
for the nine months ended August 31, 1998 as compared to a net income of $32,060
for the nine months ended August 31, 1997. The Company had a net loss of
$100,992 for the three months ended August 31, 1998, as compared to a net income
of $30,721 for the three months ended August 31, 1997.

Liquidity and Capital Resources

         Working capital decreased by $356,748 during the nine months ended
August 31, 1998 from $6,296,417 at November 30, 1997, to $5,939,669 at August
31, 1998. This decrease resulted primarily from the decrease in accounts
receivable, inventory, accrued expenses and the use of banker's acceptances
offset by the increase in accounts payable. The Company's current ratio and
inventory turnover remained relatively unchanged during the period. The average
number of days to collect receivables increased from 41 days to 61 days. Working
capital levels are adequate to meet the current operating requirements of the
Company.



                                       10
<PAGE>

         In April 1998, the Company renewed the letter of credit agreement with
its bank through May 31,1999 allowing the Company to obtain up to $800,000 in
outstanding letters of credit and $300,000 in direct borrowings with a maximum
borrowing limit of $1,000,000. The direct borrowings incur interest at the
bank's prime rate per annum. The agreement also provides for the creation of
banker's acceptances (drafts drawn on and accepted by a bank). Direct borrowings
are limited to advances based on 80% of eligible receivables and 25% of eligible
inventory capped at $100,000. The Company is charged one-half percent (1/2%)
upon opening of the letter of credit, one-half percent (1/2%) on negotiation and
two percent (2%) per annum over the banker's acceptance rate over the borrowed
term. The agreement requires the Company to be in compliance with certain
financial ratios including a debt to equity ratio and a minimum amount of
tangible net worth. The Company was in compliance with the required financial
ratios as of August 31,1998. As of August 31, 1998, there were no outstanding
direct borrowings, although outstanding banker's acceptances and letters of
credit totaled approximately $570,000. Borrowings are collateralized by the
assets of the Company.

         The Company intends to expand its facilities over the next several
years in order to achieve and maintain the growth expected primarily through the
increased penetration of the OEM and distribution market, the introduction of
new products and the upgrade of existing product lines. In order to effect this
expansion, the Company has allocated a portion of the net proceeds from its July
1996 public offering toward the significant up-front expenditures associated
with the expansion of office and warehouse space at its current facilities in
addition to potentially establishing additional sales/stocking facilities in
other strategic locations. The Company renovated its current facilities during
1998. The total cost of the renovation of its current facilities was
approximately $220,000. Additionally, the renovation provides additional space
for test labs, which allow the Company to provide customers with prompt
information regarding the specifications of its products and additional sales
staff expected to manage the Company's sales growth. In May 1998, the Company
leased an additional 2,500 square feet at its corporate headquarters to
facilitate the above changes and improvements, increase warehouse space, improve
efficiency and provide for the future expansion of staff needs.

         In addition to the costs associated with the expansion of the Company's
facilities, the Company expects to continue to incur significant operating
costs. These costs consist principally of payroll, marketing and facilities
related charges. With the completion of the renovation of its current facilities
and the potential opening of new facilities, facilities related charges are
expected to rise dramatically. Staffing requirements for any new facilities may
substantially increase payroll related costs. The future profitability of the
Company will therefore depend on increased future sales levels. In that regard
the Company does not plan on opening new facilities unless market conditions
warrant such opening. Consequently, the Company's main focus will be towards
expanding the sales staff.

         Effective January 1, 1996, Challenge entered into an agreement to
supply audible transducers for computer motherboards to Intel Corporation. The
agreement is for one year with a one-year renewal option; however, it is
terminable at will by Intel Corporation. Intel Corporation renewed the agreement
through December 1998.



                                       11
<PAGE>


         The Company is in the process of updating its equipment, procedures and
personnel which it hopes will better enable itself to attract new customers as
well as increase the sales volume with its existing customers, expand sales to
its existing customer base by offering a broad range of complementary products
and newly introduced product lines. In 1997, the Company established a Website,
giving the engineering community exposure and access to any and all information
about the Company and its products, which they would consider to include in
their design.
   
         The Company believes that many of its suppliers and customers have year
2000 Issues ("Year 2000 Issue") which could affect the Company. Many older
computer software programs recognize only the last two digits of the year in any
date (e.g., "98" for "1998"). These programs were designed and developed without
considering the impact of the upcoming change in the century. If the software is
not reprogrammed or replaced, many computer applications could fail or create
erroneous results by or at the year 2000. The Company will commence a program to
pursue compliance by those with whom it electronically interconnects. It is not
possible, however, at present, to quantify the overall cost of resolving this
issue for the Company's suppliers and customers. While the Company expects that
it will be able to resolve any significant Year 2000 Issues with these systems,
there can be no assurance that these suppliers and customers will resolve any or
all Year 2000 Issues with these systems before the occurrence of a material
disruption to the Company's business or of any of its customers. The Company has
been advised that its own software has been recently designed and developed with
a resolution to the Year 2000 Issue and as such the Company presently believes
that the cost of fixing the Year 2000 Issue will not have a material effect on
the Company's current financial position, liquidity or results of operations.
The Company has spent approximately $10,000 to become Year 2000 compliant and 
does not anticipate incurring any additional costs. Challenge has been advised 
by its computer consultants that some of its software needs to be updated to 
resolve the Year 2000 issue. The estimated cost to resolve this problem is 
$5,600, of which $2,800 has been incurred through August 31, 1998 and the
remainder was incurred as of November 30, 1998.
    
         The Company has minimized the risk of currency fluctuations by
purchasing and selling its products in United States currency. The Company,
however, may be severely impacted by the recent and current economic conditions
in Southeast Asia, based upon the amount of business the Company's customers
transact there. Potential concerns may include loss of suppliers and increased
competition within the region. The Company can not estimate at the current time
any potential impact of these conditions to its financial position, liquidity or
results of operations.

         During the nine months ended August 31, 1998, the Company had net cash
provided by operating activities of $202,960, as compared to $808,905 used in
operating activities in the nine months ended August 31, 1997. The increase in
cash provided by operating activities resulted from a decrease in accounts
receivable, inventory and prepaid expenses and taxes and increased accounts
payable and accrued expenses and taxes.

         During the nine months ended August 31, 1998, the Company had net cash
used by investing activities of $1,139,287, as compared with $112,732 for the
nine months ended August 31, 1997. In April 1998, Challenge, pursuant to its
investment program, invested a portion of their operating funds into marketable
securities. Additionally, the Company has incurred costs related to the
improvements of their current facilities.



                                       12
<PAGE>

         During the nine months ended August 31, 1998, the Company had net cash
used in financing activities of $58,900, as compared with $506,848 provided by
operating activities in the nine months ended August 31, 1997. The increase in
the cash used by financing activities was the result of net borrowings under the
letter-of-credit agreement and proceeds of the issuance of stock during the nine
months ended August 31, 1998. As a result of the forgoing, the Company had a net
decrease in cash of $965,227 during the nine months ended August 31, 1998, as
compared to a decrease in cash of $414,789 during the nine months ended August
31, 1997.

                  The Company expects that its cash flow from operations, the
proceeds from its public offering and the Company's credit facility with its
bank will be sufficient to meet its current financial requirements over at least
the next twelve months.





                                       13
<PAGE>

                                     PART II

Item 4.  Submission of Matters To a Vote of Security Holders

                  a)       The Annual Meeting of Stockholders (the "meeting")
                           was held on July 6, 1998.

                  b)       The Board of Directors consisting of Ira Levy, Steven
                           J. Lubman, David Siegel and Mark Siegel were
                           re-elected.

                  c)       (i) The election of the Board of Directors:
<TABLE>
<CAPTION>

                                                                                     Abstentions or
                               For                  Against or Withheld                 Non-Votes
                               ---                  -------------------                 ---------

<S>                           <C>                          <C>                              <C>
Ira Levy                      4,124,994                    57,578                          -0-
Steven J. Lubman              4,124,494                    58,078                          -0-
David Siegel                  4,124,494                    58,078                          -0-
Mark Siegel                   4,124,494                    58,078                          -0-
</TABLE>
                                                                          
                          (ii) The ratification of the amendment to the
                               Company's 1995 Stock Option Plan to increase the
                               number of shares included therein from 350,000 to
                               850,000.

   666,478 For            374,998 Against         3,141,095 Abstains & Non-Votes

                         (iii) Ratification of the appointment of Seligson &
                               Giannattasio, LLP as auditors.

                    4,133,697  For         44,250 Against        4,625 Non-votes

Item 6.                    Exhibits and Reports on Form 8-K

                  (a)      Exhibits.

Exhibit No.                Description
-----------                -----------

     11.1          Statement re:  Computation of per share earnings.

     27.           Statement re:  Financial Data Schedule.

                  (b) No Reports on Form 8-K were filed during the quarter for
which this report is filed.


                                   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/ Steven J Lubman
                                               ---------------------------------
                                                Steven J. Lubman
                                                Vice President, Principal
                                                Financial Officer, Secretary and
                                                Director


   
     Dated:  December 2, 1998
    


                                       14