SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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                                    FORM 8-K
                                Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                        August 19, 2005 (August 16, 2005)
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                                 CNE Group, Inc.
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               (Exact Name of Registrant as Specified in Charter)


         Delaware                    1-9224                    56-2346563
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 (State or Other Jurisdiction      (Commission              (I.R.S. Employer
  of Incorporation)                File Number)             Identification No.)


      255 West 36th Street, Suite 800
            New York, New York                                  10018
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 (Address of Principal Executive Offices)                     (Zip Code)


                                  212-300-2112
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               Registrant's telephone number, including area code


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          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))


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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued  Listing Rule or
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Standard: Transfer of Listing
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On June 13, 2005, CNE Group,  Inc. (the "Company" or "CNE") received notice from
the American Stock Exchange ("AMEX") Staff ("Staff") informing it that the Staff
had  determined to recommend that CNE's common stock be delisted from trading on
the  AMEX  because  CNE  had  ceased  to  satisfy  certain  maintenance  listing
requirements.

In accordance  with Sections 1203 and 1009(d) of the Company Guide,  the Company
requested an oral hearing to appeal the Staff's determination. Such oral hearing
was held on August 8, 2005.  On August 16, 2005,  the Company  received a letter
from  AMEX  informing  it that the  Hearing  Panel  had  confirmed  the  Staff's
recommendation that the Company's common stock be delisted from the AMEX.

The Company  common stock on AMEX will cease trading on the AMEX at the close of
business on or about August 22, 2005. The Company has commenced actions required
to permit trading of its common stock on the OTCBB.


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                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                            CNE GROUP, INC.


Date:  August 19, 2005                      By: /S/Anthony S. Conigliaro
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                                                Anthony S. Conigliaro,
                                                Chief Financial Officer


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