July 18, 2019

Kevin Brian Cox
Chief Executive Officer
Surge Holdings, Inc.
3124 Brother Blvd 104
Bartlett, TN 38133

       Re: Surge Holdings, Inc.
           Form 10-Q for the Quarterly Period Ended March 31, 2019
           Filed May 15, 2019
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed April 1, 2019
           File No. 000-52522

Dear Mr. Cox:

       We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-Q for the Quarterly Period Ended March 31, 2019

Notes to Consolidated Financial Statements
Business Description, page 8

1.    We note your disclosure that your business "focus has significantly
expanded to include
      the pursuit of the following business models" which include "Surge
Digital Assets,"
      "Surge Cryptocurrency," "Surge Utility Token," and other fintech products
and services.
      Revise and expand your disclosures to focus clearly on the current or
proposed operations
      of your cryptocurrency, token, and fintech business lines and address the
stage of
      development of these businesses. Provide additional detail regarding the
sale of your
      cryptocurrency assets to a related party. Please also discuss related
business risks and
      challenges, including any known trends or uncertainties that are
reasonably expected to
      have a material impact on results of operations or financial condition.
 Kevin Brian Cox
Surge Holdings, Inc.
July 18, 2019
Page 2
2.       Describe your plan of operations for the next 12 months for your
digital assets businesses
         and disclose any known or anticipated material commitments for capital
expenditures
         and the sources of funds for such expenditures.
3.       Advise us how you will determine whether your digital assets are
securities (e.g. the
         "Surge Utility Token"). Disclose the risk that federal and state
securities laws may apply
         to their distribution.
4.       To the extent federal, state, local or foreign regulation of
cryptocurrencies and digital
         assets may have a material effect on your business or intended
business, you should
         disclose the effect of existing or probable governmental regulation.
General

5.       We note your disclosures stating that the "launch target for the Surge
Utility Token is Q4
         2018." Your website states that you anticipated launching the Surge
Utility Token on
         December 15, 2018. Please clarify the operational status of your Surge
Utility Token and
         disclose whether you have issued any tokens.
Form 10-K for the Fiscal Year Ended December 31, 2018

Part III
Item 10: Directors, Executive Officers and Corporate Governance, page 39

6.       We note that your CEO was the subject of an October 2018 consent
decree that required
         his withdrawal from any management role of the company's operations in
Oklahoma.
         Provide the disclosure required by Item 401(f) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Joshua
Shainess,
Attorney-Adviser, at (202) 551-7951 or Larry Spirgel, Assistant Director, at
(202) 551-3810 with
any other questions.



FirstName LastNameKevin Brian Cox                               Sincerely,
Comapany NameSurge Holdings, Inc.
                                                                Division of
Corporation Finance
July 18, 2019 Page 2                                            Office of
Telecommunications
FirstName LastName