SecProbe.io

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                       Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas New York NY 10018
                 Tel 212 930 9700 Fax 212 930 9725 www.srff.com

                                  July 25, 2005

H. Roger Schwall, Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

      Re:   Cell Power Technologies, Inc.
            Amendment No. 4 to Form SB-2
            File No. 333-120573
            Filed June 29, 2005
            Form 10-KSB for the Fiscal Year Ended October 31, 2004
            File No. 0-050062 Form 10-QSB/A for the Fiscal Quarter ended
             January 31, 2005
            File No. 0-050062
            Form 10-QSB for the Fiscal Quarter ended April 30, 2005
            File No. 0-050062

Dear Mr. Schwall:

      This firm represents Cell Power Technologies, Inc. ("Cell Power" or the
"Company") in the above-referenced matter. Enclosed for filing is Cell Power's
Amendment No. 5 to its Form SB-2, an amendment to the Form 10-QSB for the
quarter ended January 31, 2005, an amendment to the Form 10-QSB for the quarter
ended April 30, 2005 and an amendment to the Company's Form 10-KSB for the year
ended October 31, 2004. Below, please find our responses to your July 15, 2005
comment letter:

Form SB-2/A

Risk Factors, page 7

"Our independent registered public accounting firm....,page 7

1.    In your response to our prior comment 4 of our letter dated May 20, 2005,
      you indicate that your independent auditors first raised the issue of a
      material weakness in connection with its audit of the company's financial
      statements for the fiscal year ended October 31, 2004. Your risk factor
      disclosure, however, indicates the issue was first raised in connection
      with the review of the financial statements for the fiscal quarter ended
      January 31, 2005. As done in your response, revise the risk factor
      disclosure to delineate the fact that the issue was first identified in
      connection with the review of fiscal year ended October 31, 2005. In this
      regard, please note the comments that follow regarding amendments to the
      form 10-KSB and Forms 10-QSB.
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      Response

      We have revised the risk factor to disclose that the auditors first raised
      the issue regarding the material weakness in connection with the audit of
      its audit of the company's financial statements for the fiscal year ended
      October 31, 2004.

Form 10-KSB

Controls and Procedures, page 16

2.    In your response to prior comment 4 of our letter dated May 20, 2005, you
      indicate that prior to the filing of the Form 10-KSB, Marcum & Kliegman
      LLP informed management of the material weakness that was discovered
      during the audit of the Company's financial statements for the fiscal year
      ended October 31, 2004. You state that management chose not to disclose
      the existence of the material weakness in the Form l0-KSB due to the
      "insignificance of the amount of royalties involved." Please amend your
      Form 10-KSB for the fiscal year ended October 31, 2004 to include a
      detailed discussion of the material weakness, when it was identified, and
      the decisions that management made regarding the timing of the disclosure.

      Additionally, when revising your Form 10-KSB, please ensure that your
      disclosure includes an assessment of the effectiveness of disclosure
      controls and procedures in light of your failure to disclose the material
      weakness that was reported to management prior to the filing of the Form
      10-KSB. We may have further comments.

      Response

      We have amended the 10-KSB for the year ended October 31, 2004, to include
      a detailed discussion of the material weakness, when it was identified,
      and the decisions that management made regarding the timing of the
      disclosure.

      Management has disclosed that it believed that its disclosure and
      procedures were effective as of October 31, 2004. Management was aware of
      the weakness identified by Marcum & Kliegman, LLP, but determined that the
      insignificance of the amounts involved did not result in a material
      weakness. The effect of this timing difference has not been material to
      the Company's financial statements due to the amounts involved.
      Accordingly, management did not believe it was necessary to disclose the
      existence of a material weakness in the 10-KSB for the year ended October
      2004 due to the insignificance of the amount of royalties involved.
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Form l0-QSB

General

3.    Please amend the disclosure in your quarterly reports so that you revise
      to clarify the facts noted in your response letter regarding the discovery
      of the material weakness by your independent auditors during their audit
      of financial statements for the fiscal year ended October 31, 2004. This
      comment applies to your Form l0-QSB/A for the quarter ended January 31,
      2005 and the Form l0-QSB for the quarter ended April 30, 2005.

      Response

      We have revised the 10-QSB for quarter ended January 31, 2005 and the
      10-QSB for the quarter ended April 30, 2005 in order to clarify the facts
      in the previous response letter regarding the discovery of the material
      weakness by the Company's independent auditors.

Controls and Procedures, page 15

4.    We note that your chief executive officer and principal accounting officer
      concluded that disclosure controls and procedures were `adequate for the
      fiscal quarter ended April 30, 2005. In the amended l0-QSB/A for the
      fiscal quarter ended January 31, 2005 filed on June 29, 2005, your chief
      executive officer and principal accounting officer concluded that
      disclosure controls and procedures were "effective" Please reconcile for
      us, the differences in conclusions reached with respect to the second
      quarter versus the first quarter We may have further comments.

      Response

      The 10-QSB for the quarter ended April 30, 2005 has been revised to state
      the chief executive officer and the principal accounting officer concluded
      that the disclosure controls and procedures were "effective". Please note
      that the Company inadvertently used the phrase "adequate" as the Company
      believed that its controls and procedures were effective as of the quarter
      ended April 30, 2005. Although the inability to obtain royalty reports
      during the last month of the Company's fiscal quarters was material it did
      not affect the Company's disclosure controls and procedures. As a result,
      management believes that its disclosure controls and procedures were
      effective. This disclosure regarding the disclosure controls and
      procedures including management's consideration of the potential effect of
      the material weakness has been set forth in the amended 10-KSB and the
      10-QSBs.

                                       ***

      Should you have any further questions, please do not hesitate to contact
the undersigned at 212-398-1494

                                    Sincerely,

                                    /s/ Stephen Fleming

                                    Stephen Fleming
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