Mail Stop 3720

      							March 16, 2006

Via U.S. Mail and Fax
Mr. David Shorey
Chief Financial Officer
Cell Wireless Corporation
4625 East Broadway, Suite 203
Tucson, AZ  85711

	RE:	Cell Wireless Corporation
      Form 10-KSB for Fiscal Year Ended December 31, 2004
		Filed June 6, 2005
Form 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005, September 30, 2005
		File No. 0-49849

Dear Mr. Shorey:

      We have reviewed your Form 8-K/A filed on January 12, 2006
and
have the following comments.  As noted in our comment letter dated
July 20, 2005, we have limited our review to your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.

Form 8-K/ A filed January 12, 2006

Note 4.  Subsequent Events:  Reverse Merger with 1Cellnet, LLC
Assets, page 8

1. We note that Mr. Peppitoni received 1,000,000 additional
warrants
to acquire Cell wireless common stock at $0.30 per share.  On page
7,
you also discuss another warrant to acquire 1,000,000 shares of
Cell
Wireless common stock with an exercise price of $1.00 per share.
Tell us who issued these warrants.  Were these previously
outstanding
or issued during the acquisition?  Do these warrants have any
registration rights?  What was the accounting treatment?

Note 4.  Adjustments To Proforma Financial Statements, page 9

2. We note that $3.9 million of liabilities remained the
responsibilities of the Seller, 1Cellnet LLC.  Since you indicate
that the State of Delaware cancelled the Company`s charter, tell
us
whether the creditors have raised any claims against Cell
Wireless.
Could Cell Wireless have a contingent liability as it has acquired
all the assets and intellectual property of 1Cellnet LLC?

Combined Statement of Operations, page 15

3. Tell us and also please disclose how interest earned for the
year
was $19,074 considering average cash balance was only $85,671.

Note A - Summary of Accounting Policies
Revenue recognition, page 19

4. It is unclear what you mean by forward purchase of specified
amount of airtime by customers. Are you a reseller of airtime? Are
you a wireless service provider?

5. Your revenue recognition policy states that connection fees are
recognized as revenue upon initial signing of contract with
customers.  Tell us which guidance you used to conclude that
recognition upon the initial signing of contract is appropriate.

	Note D - Accounts Payable and Accrued Expenses

6. Tell us where you recorded the expense relating to the reserve
for
credit card charge backs. Also, tell us whether you recognized
revenue on the amounts related to the reserve.  If so, tell us how
you concluded that you met the criteria for revenue recognition
Refer
to SAB 101 as amended by SAB 104.

*    *    *    *


      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may contact
Nasreen Mohammed, Staff Accountant, at (202) 551-3773 or Ivette
Leon,
Assistant Chief Accountant, at (202) 551-3351 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact me at (202) 551-3810 with any other questions.

								Sincerely,


								Larry Spirgel
								Assistant Director
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Mr. David Shorey
Cell Wireless Corporation
March 16, 2006
Page 2



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

         DIVISION OF
CORPORATION FINANCE