SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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May 20, 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 May 6, 2005
      File No. 333-120573

      Form 10-QSB/A filed May 6, 2005 for the period ended January
31, 2005
      File No. 0-50062

      Response Letter dated May 5, 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.

General
1. Consistent with the requirements of Item 310 of Regulation S-T,
please ensure that each time an amendment to a filing is filed,
that
a version, marked to show all changes from the prior version, is
also
filed on EDGAR.  In this regard, we note that no marked versions
of
the amended 10-QSB or SB-2 were filed on EDGAR.  Please file such
marked versions on EDGAR.

Form SB-2

2. We note your response to our prior comment 1 and your response
to
prior comment 6.  You sate that "management is currently unable to
quantify the impact of material weaknesses on the Company`s result
of
operations during any of the other reporting periods..."  This
response suggests that without the necessary information, there
continues to be a degree of risk associated with respect to the
royalty revenue information recorded.  In light of the
significance
of royalty revenue to your operations, it is not apparent why you
would not include a risk factor that addresses the material
weakness
related to such royalty revenue.  Further, the remedial or
corrective
actions you reference have yet to be fully implemented or tested.
Until such corrective actions are in place and working properly,
it
would appear that a risk factor that addresses the material
weakness
is warranted.  Consequently, we reissue our comment 1.
Form 10-QSB/A for the period ended January 31, 2005

Item 3. Controls and Procedures
3. We have reviewed your response to our prior comment 5 and the
revised disclosure in the 10-QSB.  We do not agree that you have
provided a conclusion regarding the effectiveness of disclosure
controls and procedures.  You state in your response letter that
"management believes that the Company`s disclosure controls and
procedures overall are effective" yet the disclosure in the 10-QSB
fails to provide a specific conclusion regarding such beliefs.
Revise the form 10-QSB to state explicitly whether or not
management
has concluded that disclosure controls and procedures were
effective
for the period covered by the report.
4. We note your response to comment 6(a).   Please inform us
specifically of whether or not Marcum & Kliegman advised the board
of
taking specific actions with respect to the reporting of royalty
data
during the fourth quarter.  In what month did the company commence
corrective actions to address the deficiency?  What corrective
actions were instituted if any, at this time, and what were the
"difficulties" the Company encountered in trying to institute new
procedures with the licensor?  In this regard, we refer you to the
above comment 2 regarding the need to consider inclusion of a risk
factor that addresses the material weakness and, if appropriate,
the
risk associated with implementation of corrective actions that are
in
the initial stages of implementation.  We may have further
comments.
5. We note that in your response to prior comment 6 (d), you state
that management does not yet have all the information needed to
enable it to quantify the impact of the material weakness during
its
"other reporting periods".  Which reporting periods are you
referring
to?  In the preceding paragraph (c) of the response, the reporting
period referenced was the fiscal year ended October 31, 2004.  On
a
supplemental basis, please inform us of what the "other reporting
periods" are for which you have not yet obtained information from
the
third party provider to discern the impact of the material
weaknesses.  Further, please inform us of when you expect to
receive
such information.  We may have further comments.
6. Please revise the disclosure to state explicitly, whether there
were any, not just "significant", changes to internal control over
financial reporting during the quarter ended January 31, 2005.
See
Release 33-8238 at Part II.F.3 for further guidance.

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) 942-1870.  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.
May 20, 2005
page 1

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

         DIVISION OF
CORPORATION FINANCE

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