SecProbe.io

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                                 CNE GROUP, INC.
                              255 WEST 36TH STREET
                                    SUITE 800
                            NEW YORK, NEW YORK 10012

                                 (212) 300-2112
                               FAX (212) 300-2035

September 19, 2005

Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 0407
Washington, D.C. 20549

Via EDGAR

Re:   CNE Group, Inc.
      Form 10-KSB for the fiscal year ended December 31, 2004 Filed April 15,
      2005

      Form 10-QSB for the quarterly period ended March 31, 2005 File No.
      001-9924

Dear Mr. Spirgel:

This is in response to your letter  dated July 14,  2005,  pursuant to which you
requested certain  information  relating to the above captioned filings with the
Securities and Exchange  Commission (the  "Commission") by CNE Group,  Inc. (the
"Company").  I am  responding  to your letter  instead of Anthony S.  Conigliaro
because Mr.  Conigliaro  resigned as the Company's  Chief  Financial  Officer on
August 31, 2005.  This  information is reflected in the Company's Form 8-K filed
with the  Commission  on September 6, 2005.  As indicated  therein there were no
disagreements  between Mr.  Conigliaro and the Company on any financial or other
matters and Mr. Conigliaro remains a member of the Company's Board of Directors.

Set forth herein are the  Company's  responses to the  questions and comments in
your letter. Page and paragraph references are to those in that letter.

Page 2  Form 10-KSB for the fiscal year ended December 31, 2004
        -------------------------------------------------------

Item 7. Financial Statements
----------------------------

<PAGE>

Larry Spirgel
September 19, 2005
Page 2

Report of Independent Registered Public Accounting Firm, page F-1
-----------------------------------------------------------------

Paragraph 1.

The opinion issued by Wheeler,  Herman,  Hopkins & Lagor P.A.  should cover only
the year ended December 31, 2004. The two-year period language was inadvertently
included at the date of issuance. If required,  Wheeler, Herman, Hopkins & Lagor
P.A will amend its opinion by deleting the reference to the year ended  December
31,  2003 and the  Company  will file and  amendment  to its Form 10-KSB for the
fiscal year ended December 31, 2004 and include this amended opinion therein.

Note A - The Company, page F-9
------------------------------

Paragraphs 2 and 3.

The Company believes that all of the information requested in this paragraph has
been previously provided in its public filings. You are respectfully referred to
Item 2.  Acquisition and Disposition of Assets and Item 5. Other  Information in
the Company's  Form 8-K dated May 6, 2003 and filed with the  Commission on that
date, and Item 7. Financial  Statements,  Pro Forma  Financial  Information  and
Exhibits  in the  Company's  Form  8-K/A  dated  July 7, 2003 and filed with the
Commission on that date.

Note B - Significant Accounting Policies
----------------------------------------

[16] Intellectual Property Rights and Goodwill, page F-21
---------------------------------------------------------

Paragraph 4.

The  Company  had  an  independent  goodwill  impairment  analysis  prepared  by
Chartered Capital  Advisers,  Inc. ("CCA") in New York City. We have sent a copy
of this report to Michael  Henderson via email for your review.  The  conclusion
from this analysis can be read on pages 18 through 21 of this report.

Paragraph 5.

SFAS 142 Paragraph 30 reads as follows:

      Reporting Unit

      30.  A  reporting  unit is an  operating  segment  or one  level  below an
      operating  segment  (referred  to  as a  component).  A  component  of  an
      operating  segment is a  reporting  unit if the  component  constitutes  a
      business for which discrete financial information is available and segment
      management  regularly  reviews the  operating  results of that  component.
      However,  two  or  more  components  of  an  operating  segment  shall  be

<PAGE>
Larry Spirgel
September 19, 2005
Page 3

      aggregated  and  deemed a single  reporting  unit if the  components  have
      similar economic characteristics.  An operating segment shall be deemed to
      be a reporting unit if all of its  components are similar,  if none of its
      components  is a  reporting  unit,  or  if  it  comprises  only  a  single
      component.   The  relevant   provisions   of  Statement  131  and  related
      interpretive  literature shall be used to determine the reporting units of
      an entity.

The report addresses this issue as follows:

CCA performed the Step-One  impairment  analysis in the manner  outlined in SFAS
142 Paragraph 30 based on the following assumptions.

      1.    The Company essentially has a single reporting unit.

      2.    Substantially all of the Company's revenues and assets are contained
            in the Wireless Reporting Unit.

      3.    All of the Company's goodwill is contained in the Wireless Reporting
            Unit.

      4.    The stock market  perception of the Company is based on the Wireless
            Reporting Unit.

      5.    The  E-recruiting  Reporting  Unit is  immaterial in relation to the
            Wireless  Reporting  Unit in terms of  revenues,  assets,  value and
            potential value.

Pages 2 and 3  Item 8A.  Controls and Procedures, page 51
               ------------------------------------------

Paragraph 6.

The Company  herewith  confirms  supplementally  that there was no change in its
internal control over financial reporting that occurred during its fourth fiscal
quarter  in 2004  that has  materially  affected,  or is  reasonably  likely  to
materially  affect,  its internal  control  over  financial  reporting  and will
provide  the  disclosure  required by Item  308(c) of  Regulation  S-B in future
filings.

Page 3  Form 10-QSB for the quarterly period ended March 31, 2005
        ---------------------------------------------------------

Item 3. Controls and Procedures, page 51
----------------------------------------

Paragraph 7.

The Company  herewith  confirms  supplementally  that there was no change in its
internal control over financial  reporting that occurred during its first fiscal
quarter  in 2005  that has  materially  affected,  or is  reasonably  likely  to
materially  affect,  its internal  control  over  financial  reporting  and will

<PAGE>
Larry Spirgel
September 19, 2005
Page 4

provide  the  disclosure  required by Item  308(c) of  Regulation  S-B in future
filings.

The Company acknowledges that

      o     it is responsible for the adequacy and accuracy of the disclosure in
            its filings;

      o     staff  comments  or  changes  to  disclosure  in  response  to staff
            comments do not foreclose the Commission from taking any action with
            respect to the filings; and

      o     it may not assert  staff  comments  as a defense  in any  proceeding
            initiated  by  the  Commission  or  any  person  under  the  federal
            securities laws of the United States.

Based on the  information  set forth  herein in response to the comments in your
letter,  the  Company  believes  that it is not  necessary  to amend  any of its
filings and, accordingly,  has not done so. The Company understands that you may
have  additional  comments  after  reviewing the  information  set forth in this
letter and, in such event, will respond to those comments.

We thank you for the most  professional  and courteous  manner in which both you
and Michael Henderson are treating this matter.

Very truly yours,

CNE Group, Inc.

s/George W. Benoit
George W. Benoit
Chief Executive Officer

Enclosure

cc:   Michael Henderson, CPA
      Wheeler, Herman, Hopkins & Lagor P.A.
      Chartered Capital Advisers, Inc.

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