SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                          Commission File Number 1-9224
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                           NOTIFICATION OF LATE FILING

(Check One):Form 10-KSB    Form 11-K    Form 20-F  X  Form 10-Q    Form N-SAR
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         For Period Ended:                 June 30, 2004
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___  Transition Report on Form 10-K
___  Transition Report on Form 20-F
___  Transition Report on Form 11-K
___  Transition Report on Form 10-Q
___  Transition Report on Form N-SAR
         For the Transition Period Ended:
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          Read attached instruction sheet before preparing form. Please print or
     type.

          Nothing in this form shall be construed to imply that the Commission
     has verified any information contained herein.

          If the notification relates to a portion of the filing checked above,
     identify the item(s) to which the notification relates:

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                                     PART 1
                             REGISTRANT INFORMATION

Full name of registrant:  CNE Group, Inc.
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Former name if applicable:
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Address of principal executive office (street and number):
                         200 West 57th Street, Suite 507
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City, state and zip code:  New York, NY  10019
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                                     PART 11
                             RULE 12b-25 (b) and (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

     (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;





[X}  (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, 20-F, 11-K or Form N-SAR, or a portion thereof will be
          filed on or before the 15th calendar day following the prescribed due
          date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25c
          has been attached if applicable.

                                    PART III
                                    NARRATIVE

     State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attached extra sheets if needed.)

     Registrant requires additional time to prepare and file its Quarterly
Report on Form 10-Q for the six month period ended June 30, 2004 (the "2004 Form
10-Q"). The Company expects to file its Form 10-Q for the period ended June 30,
2004 no later than August 23, 2004, the fifth day following the prescribed due
date.

                                     PART IV
                                OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard to this
          notification

  Anthony S. Conigliaro               212                   977-2200
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        (Name)                     (Area Code)          (Telephone Number)

     (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the proceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                    X  Yes         No
                                                   ---         ---

     (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                    X  Yes         No
                                                   ---         ---

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

We reasonably expect the Net Loss for the six-month period ended June 30, 2004
to be approximately $1,224,666 as compared to the Net Loss of $909,543 for the





six-month period ended June 30, 2003. The reason for the difference between the
Net Loss for the six-month period ended June 30, 2004 as compared to the Net
Loss for the six-month period ended June 30, 2003 can be primarily attributed to
the operations of SRC Technologies, Inc. and it subsidiaries that were acquired
by the Company in April 2003.


                                 CNE Group, Inc.
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date  August 16, 2004         By  /s/ Anthony S. Conigliaro
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                                  Anthony S. Conigliaro
                                  Vice President and Chief Financial Officer

     INSTRUCTIONS: This form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.






                                    ATTENTION

     Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

     2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule G-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

     4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

     5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulations S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulations S-T.