SecProbe.io

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Mail Stop 4561
      July 26, 2005

Mr. Dana L. Dabney
Chief Financial Officer
Circle Group Holdings, Inc.
1011 Campus Drive
Mundelein, Ill 60060

	Re:	Circle Group Holdings, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 1-32134

Dear Mr. Dabney:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

       Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 5 - Market Price for Common Equity and Related Stockholder
Matters, page 9

1. We note your issuance of common stock for professional and
consulting services performed.  Please tell us how you accounted
for
these stock issuances, the value assigned for these services and
the
nature of your relationship with whom the stock was issued.
Reconcile these issuances with the information provided in your
Consolidated Statements of Stockholders` Equity for "Stock issued
for
services".

Note 2 - Summary of Significant Accounting Policies, page F-8

Revenue Recognition

2. We note that your On-line bedding segment subcontracts the
production of your bedding products to manufacturers and the
manufacturers drop ship the products to your customers.  Please
tell
us how you considered EITF 99-19 for reporting revenue from this
segment.

Form 10-Q for the Quarterly Period Ended March 31, 2005

Going Concern Qualification, page 4

3. Please explain your consideration of Item 310(b) of Regulation
S-B
as it relates to filing the accountants` review report given your
statement that your independent auditors have included an
explanatory
paragraph in their review report on the March 31, 2005
consolidated
financial statements.

Note 6 - Stockholders` equity, page F-6

4. Please explain to us how you determined the value of your note
receivable currently in default is not impaired.  In addition,
tell
us what the repayment terms are and what your plans are if these
repayment terms are not met.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* 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

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Thomas Flinn, Staff Accountant, at (202)
551-
3469 or the undersigned at (202) 551-3413 if you have questions.
      			Sincerely,

      Cicely D. Luckey
      Accounting Branch Chief

Mr. Dana L. Dabney
Circle Group Holdings, Inc.
July 26, 2005
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