SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
April 6, 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 March 23, 2005
      File No. 333-120573

      Form 10-QSB filed March 17, 2005 for the period ended
January
31, 2005
      File No. 0-50062

      Response Letter dated March 23, 2005

Dear Mr. Herskovits:

      We have limited our review of the above filings and response
letter and 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

Risk Factors, page 7
1. In light of the material weakness identified by your
independent
registered auditors during the fiscal quarter ended January 31,
2005,
please provide a risk factor that delineates the significant
deficiency identified by your auditors, the importance of royalty
revenue to your operations, and the impact to your financial
results
and operations resulting from the identified material weakness.
We have recently received..., page 8

2. Please remove the mitigating language regarding your opinion of
the enforceability of the First Amendment and your belief that
Global
Link will be unsuccessful in its claim from the heading of this
risk
factor and from the disclosure in the risk factor.
Selling Stockholders, page 26

3. Your response to our prior comment 5 is inconsistent. In the
second sentence, you state that certain of the broker-dealers are
identified as underwriters, yet in the last sentence, you state
that
"none of the broker-dealers...are underwriters."  Please clarify
your
response accordingly.
4. Unless the broker-dealers identified in the footnotes to the
Selling Stockholder table received their shares as compensation
for
investment banking services, they must be identified as
underwriters
in the prospectus, as opposed to stating they "may be"
underwriters.
As such, if the broker-dealers did not receive the shares as
compensation for investment banking services, then revise the
footnotes to the Selling Stockholder table and the Plan of
Distribution to indicate such selling stockholders are
underwriters.
Form 10-QSB for the period ended January 31, 2005

Item 3. Controls and Procedures
5. It is not apparent that your Chief Executive Officer (and
Principal Financial and Accounting Officer) has provided the
conclusions required by Item 307 of Regulation S-B regarding the
effectiveness of the company`s disclosure controls and procedures.
Although you state that an evaluation of disclosure controls and
procedures was performed, you do not indicate the conclusions
resulting from such evaluation, particularly in light of the
identified deficiency reported. Revise your disclosure to clearly
state the conclusions regarding your disclosure controls and
procedures.  In revising your disclosure, please take into
consideration whether the material weakness identified by your
auditors is an aspect of "internal control over financial
reporting
that [is] subsumed within disclosure controls and procedures."  We
may have further comments.   See Release No. 8238 at Part II. E.
and
Item 307 of Regulation S-B.
6. Given the identification by your independent registered public
accounting firm, Marcum & Kliegman LLP, of a significant
deficiency
that is considered to be a material weakness, during their review
of
your first quarter results, supplementally explain to us in
detail:

(a) How the internal control deficiency was identified;

(b) Why the internal control deficiency was not identified
earlier;

(c) What the quantitative and qualitative impacts were of the
internal control deficiency identified;

(d) If the adjustments that resulted from the internal control
deficiency identified were confined to your first quarter results
and
if yes, why no earlier periods were affected; and,

(e) Whether or not the internal control deficiency has been
corrected.

7. Please revise your disclosure to expand upon the remedial
actions,
if any, that you may be taking to address the deficiency
identified.
For example, we note from your disclosure that you "are committed
to
addressing and resolving [the] matter by instituting procedures
and
devoting the resources [you] need to ensure that...revenue is
recorded accurately and on a timely basis."  Please disclose the
specific steps you are taking to address and resolve the material
deficiency.  Rather than state that you have discussed the
material
weakness "in detail" with your auditors, disclose, what, if any,
were
the specific recommendations that your auditors indicated must be
made to resolve the deficiency and to what extent you have
implemented any such specific recommendations to date.  Have you
established a timeline for implementing specific recommendations?
If
so, this information should be disclosed.  Finally, provide
quantitative information regarding the cost of such remedial
actions.

Changes in Internal Control Over Financial Reporting, page 16
8. Given the material weakness identified, please eliminate the
qualifying phrase "Except as noted above" when reporting on
changes
in internal controls over financial reporting. Instead, clearly
state
whether the material weakness materially affects, or is reasonably
likely to material affect, your internal control over financial
reporting.  We may have further comments.
9. Please clarify the period that you are referring to when you
state
that there have been no changes that materially affect or are
reasonably likely to materially affect, your internal controls
over
financial reporting.  We note, for example, that you state " there
have not been any changes...that occurred during the last calendar
(emphasis added) year that have materially affected, or are
reasonably likely to materially affect, [y]our internal control
over
financial reporting." Why is the evaluation period referenced the
"calendar year" ended December 31, 2004, if the fiscal quarter
covered by the evaluation, ends January 31, 2005?    Please revise
or
advise.  In this regard, we refer you to our prior comment
requesting
that you explain to us on a supplemental basis, whether the
material
weakness identified by your auditors impacted more than just your
first quarter results.  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

??

??

??

??

Cell Power Technologies, Inc.
April 6, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>