SecProbe.io

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March 3, 2005

via U.S. Mail

Jacob Herskovits,
Chief Executive Officer
Cell Power Technologies, Inc.
1428 36th Street, Suite 205
Brooklyn, New York 11218

Re:		Cell Power Technologies, Inc.
			Form SB-2/A filed February 17, 2005
      File No. 333-120573

Dear Mr. Herskovits:

      We have limited our review of the above filing to Items 503,
507 and 508 of Regulation S-B.  We have the following 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 supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not 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 filing.
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 SB-2
General

1. We direct your attention to Rule 3-12 of Regulation S-X
regarding
the age of financial statements at the effective date of a
registration statement. While in registration, please monitor your
need to update the audited financial statements in your
registration
statement. In this regard, we note that the financial statements
for
the period ended January 31, 2005, will need to be included in the
registration statement if it is declared effective after March 14,
2005.

Risk Factors, page 7

Our rights to the Cellboost product..., page 7
2. Please provide a risk factor that addresses, as disclosed on
page
15 of the prospectus, the impact to your operations of the
implementation of the First Amendment to the Amended and Restated
Asset Purchase Agreement. Supplementally inform us of the status
of
this dispute currently and, in light of the other disputes
referenced
in the prospectus involving Global Link, supplementally inform us
of
the terms or status of your current relationship with Global Link.
We
may have further comments.
3. Please specify which of the two agreements between Global Link
Technologies, Inc. ("Global Link") and the company is currently in
contention. Supplementally inform us of the specific provisions of
the relevant agreement,  that Global Link has indicated the
company
may have breached.  In responding, please provide us with an
explanation as to why the company does not believe that it is in
breach.  Further, please specify in the risk factor disclosure,
the
impact to the company if the agreement with Global Link were to be
terminated as a result of a breach. We may have further comments.
Selling Stockholders, page 26

4. Please disclose how the selling stockholders acquired the
shares
being registered for resale. In this regard, please note our
subsequent comment in this letter regarding the exemptions to
registration that were relied upon.
5. Please identify any selling stockholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determine that any selling stockholder is a registered broker-
dealer,
please revise your disclosure to indicate that such selling
stockholder is an underwriter, unless such selling stockholder
received its notes or shares as compensation for investment
banking
services.  With respect to any affiliate of a registered broker-
dealer, please disclose, if true, that such selling stockholder
acquired its shares in the ordinary course of business and at the
time of the acquisition did not have any arrangements or
understandings with any person to distribute the securities.  If
not,
you must indicate that such selling stockholder is an underwriter.
Item 26- Recent Sales of Unregistered Securities

6. Please identify with more specificity, the exemption to
registration that was relied upon with respect to the issuances of
shares identified in this section.  Further, provide an
explanation
regarding how each such transaction qualified under the terms of
the
respective exemption. For example, please provide more of an
explanation with respect to the exemption to registration
involving
the issuance of 2,071,200 shares to 598 shareholders.   We may
have
further comments.

Closing Comments
	As appropriate, please respond to this letter within 10
business
days or tell us when you will provide us with a response.
Detailed
cover letters greatly facilitate our review.  Please file your
cover
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	All questions relating to the above should be directed to
Mellissa Campbell Duru, at (202) 942-1930, or in her absence, to
the
undersigned at (202) 942-1830.  Direct all correspondence to the
following ZIP code:  20549-0405.

      Sincerely,

      H. Roger Schwall
							Assistant Director
cc: 	via facsimile
      Stephen Fleming, Esq.
      (212) 930-9725

      M.Duru

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Cell Power Technologies, Inc.
March 3, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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