SecProbe.io

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Mail Stop 0407

      							March 28, 2005

Via U.S. Mail and Fax
Mr. Gary L. Cook
Chief Financial Officer
Cognigen Networks, Inc.
6405 218th Street SW, Suite 305
Mountlake Terrace, WA 98043

	RE:	Cognigen Networks, Inc.
      Form 10-KSB for the fiscal year ended June 30, 2004
		Filed September 23, 2004

Form 10-QSB for the quarter ended December 31, 2004
		File No. 000-11730

Dear Mr. Cook:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Where indicated, we think
you
should revise your documents in response to these 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.

Form 10-KSB for the year ended June 30, 2004

Consolidated Statements of Operations

1. It is not appropriate to include a subtotal prior to presenting
the captions "Loss provision for sale of CST" and "Loss provision
for
termination of Intandem Funding Agreement."  Please revise to
remove
this subtotal and present all operating expenses together.

Note 1 - Description of Business and Summary of Significant
Accounting Policies

	Revenue Recognition

2. In order to help us understand your revenue recognition policy
and
your income statement presentation, supplementally provide us
with,
and disclose a more detailed description of your business.  For
example, describe the nature of your "proprietary products and
services."  Do you serve as a reseller of these products and
services
or do you provide the services?  In addition, explain what you
mean
by your statement in MD&A that you are "now selling multiple
branded
products and services whereby the customer and account are owned
by
us."  Why does this strategy provide you with five to seven times
as
much revenue compared to commission revenue you receive from
vendors?
How does this strategy and your involvement in these transactions
differ from the resale of services and products of outside
vendors?

3. For each source of revenue, clarify for us whether you report
this
revenue gross as a principal versus net as an agent.  Tell us how
you
analyzed the guidance in EITF 99-19 in making this determination
for
each source of revenue.  In addition, explain for us the nature
and
composition of each of the following operating expense line items
from your statement of operations:  "Commissions:  Marketing,"
"Commissions:  Telecommunications," and "Telecommunications."  How
do
each of these line items relate to each of your sources of
revenue?
Are these costs intended to be presented as your direct cost of
revenues?

4. You disclose that calling card and pin revenue is recorded when
the calling cards and pins are shipped.  Tell us what you mean by
"pin revenue."  Explain to us why you consider it appropriate to
recognize this revenue at the point of shipment rather than as the
phone time is used.  In addition, tell us why this policy differs
from your policy of recording long distance phone service revenue
and
prepaid long distance phone service revenue as the services are
rendered and the minutes are used.  Reference all pertinent
accounting literature in your response.

Note 5 - Acquisition of Intandem

5. It is unclear to us how you accounted for your transactions
with
Intandem.  Please address the following items:

* Tell us why you did not apply purchase accounting and explain
your
consideration of the guidance of SFAS 141 in accounting for the
acquisition of Intandem.  In addition, provide us with a detailed
account of the consideration given and the consideration received
from this transaction.
* Tell us why you wrote off the amount funded to Intandem,
including
amounts not yet paid.  In this regard, we note that you had
"questions of recoverability of this amount and remaining
commitments."  Clarify for us how you expect to recover these
amounts?  Do you currently own 100% of the outstanding stock of
Intandem?
* Clarify for us whether you are consolidating the operations of
Intandem.
*  Tell us your consideration of whether you were required to file
a
Form 8-K reporting the acquisition and presenting separate
financial
statements of Intandem and pro forma financial information,
pursuant
to Item 310(c) and 310(d) of Regulation S-B.

Note 7 - Income Taxes

6. We note that you had income before taxes in FY 2003, the 1st
and
2nd quarters of FY 2005, and excluding the loss provisions for the
sale of CST and the termination of the Intandem Funding Agreement,
also in FY 2004.  Given this recent history of profitability,
explain
to us how you applied the guidance in SFAS 109 in determining that
it
was appropriate to have a full valuation allowance recorded on
your
deferred tax asset related to your net operating loss
carryforwards.

Note 8 - Stockholders` Equity (Deficit)

	Stock Redemption Agreement

7. We refer to your statement "Deferred commissions payable will
be
paid out based upon future commissions earned as defined in the
agreement."  Will the liability be paid from the cash flow
generated
from the Company`s future commission revenue?  If so, explain to
us
why these payments would otherwise be recorded as an expense, as
you
indicate within the last two sentences of this paragraph.  You may
wish to provide example journal entries to illustrate your
accounting
treatment.

Item 12 - Certain Relationships and Related Transactions

8. Within Item 12 of your 10-KSB/A filed on January 18, 2005, you
disclose transactions that appear to constitute related party
transactions as defined by paragraph 1 of SFAS 57.  If true,
please
revise your financial statements to include the required
disclosures
of paragraphs 2-4 of SFAS 57.

Part II, Item 8A. Controls and Procedures

9. Since your Form 10-KSB was filed after August 14, 2003, your
certifying officers must evaluate your disclosure controls and
procedures as of the end of the period covered by the report,
rather
than as of a date "within the 90 days prior to the filing of this
report."  Please revise to disclose, if true, that your certifying
officers concluded your disclosure controls and procedures were
effective as of the end of the period covered by your Form 10-KSB.

10. We note your disclosure that management expects that your
disclosure controls can provide only "reasonable assurance" that
the
objectives of the controls system are met.  Please revise your
Form
10-KSB to disclose, if true, that your certifying officers
concluded
that your disclosure controls and procedures were effective in
reaching that level of reasonable assurance.  In the alternative,
remove the sentence regarding the level of assurance of your
disclosure controls and procedures, and simply state, if correct,
that your certifying officers concluded that your disclosure
controls
and procedures were effective.  Please refer to section II.F.4 of
Securities Act Release No. 33-8238 (June 5, 2003), which is
available
on our web site at http://www.sec.gov/rules/final/33-8238.htm.

11. You have not disclosed in your Form 10-KSB your officers`
conclusions regarding the effectiveness of your disclosure
controls
and procedures.  Furthermore, it is not clear whether, in making
their conclusions in each of your Form 10-KSB and two subsequent
Forms 10-QSB, your certifying officers considered all information
described in the definition of disclosure controls and procedures
in
Exchange Act Rule 13a-15(e).  Please disclose whether your
certifying
officers concluded, as of the end of the period covered by each
report, that your disclosure controls and procedures were
effective
at the reasonable assurance level in ensuring that information
required to be disclosed by you in the reports that you file or
submit under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Commission`s
rules
and forms.  Also disclose whether your certifying officers
concluded
that your disclosure controls and procedures were effective at the
reasonable assurance level to ensure that information required to
be
disclosed in the reports that you file or submit under the
Exchange
Act is accumulated and communicated to your management, including
your certifying officers, to allow timely decisions regarding
required disclosure.  See Exchange Act Rule 13a-15(e).

Alternatively, you may simply disclose, if true, that your
certifying
officers concluded that, as of the end of the period covered by
each
report, your disclosure controls and procedures were effective.

12. Item 308(c) of Regulation S-B requires you disclose any change
in
your internal control over financial reporting identified in
connection with the evaluation required by Exchange Act Rule 13a-
15(d) that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  With respect to
your
Form 10-KSB, please confirm to us that there was no change in your
internal control over financial reporting that occurred during
your
fourth fiscal quarter in 2004 that has materially affected, or is
reasonably likely to materially affect, your internal control over
financial reporting.  Please provide similar confirmations to us
regarding your subsequent Forms 10-QSB for the fiscal quarters
ended
September 30 and December 31, 2004.

13. We note your statements that, in the course of preparing for
your
year-end audit, your auditors "identified potential deficiencies
within [y]our internal control framework which have the potential
to
result in a material control weakness" and that you have been
"analyzing these potential control deficiencies and the actions
needed, if any, to address [them]."  With a view to disclosure,
tell
us whether you have determined the deficiencies were significant
deficiencies that, individually or in the aggregate, constituted
material weaknesses in your internal control over financial
reporting.  If the deficiencies constituted material weaknesses,
tell
us what the weaknesses were, when they existed, and the bases for
your certifying officer`s conclusions about the effectiveness of
your
disclosure controls and procedures in light of the material
weaknesses.  Please see Question 11 of Management`s Reports on
Internal Control over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports Frequently Asked
Questions (revised October 6, 2004) available on our web site at
http://www.sec.gov/info/accountants/controlfaq1004.htm.

Exhibits 31.1 and 31.2

14. Paragraph 5(a) of your officers` certifications states that
your
certifying officers have disclosed to the auditors and the audit
committee "all significant deficiencies in the material
weaknesses"
(emphasis added).  The certifications should have stated, if true,
that your certifying officers have disclosed to the auditors and
the
audit committee "all significant deficiencies and material
weaknesses" (emphasis added).  Please amend your Form 10-KSB and
Forms 10-QSB to provide Rule 13a-14(a) certifications that conform
exactly to the form provided in Item 601(b)(31) of Regulation S-B.
Please note that you must amend your Form 10-KSB and Forms 10-QSB
in
their entirety when you provide your new certifications.

Form 10-QSB for the quarter ended December 31, 2004

Note 6 - Stockholders` Deficit

15. Explain for us your statement that you have not accrued for
dividends on the balance sheet for the Preferred Stock.  This
statement appears inconsistent with your financial statements,
which
reflect preferred dividends of $20,000 for the six months ended
December 31, 2004.

Item 3.  Controls and Procedures

16. We note your statement that your Chief Financial Officer is
the
sole individual that oversees your accounting and general internal
control process and your suggestion that "this situation could
potentially result in a material control weakness."  Tell us
whether
and how you have determined the situation is a material weakness
for
purposes of Item 308 of Regulation S-B, how long the material
weakness has existed, and the bases for your certifying officers`
conclusions about the effectiveness of your disclosure controls
and
procedures in light of the material weakness.

17. Given the amount of time that has elapsed since your auditors
identified potential deficiencies that could result in material
control weaknesses, please elaborate on how you have analyzed
these
potential control deficiencies and what steps you have taken and
intend to take to address these potential deficiencies.

*    *    *    *

      As appropriate, please amend your Form 10-KSB and Forms 10-
QSB
and respond to these comments within 10 business days or tell us
when
you will provide us with a response.  You may wish to provide us
with
marked copies of the amendment to expedite our review.  Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
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 amendment and responses
to
our comments.

 	 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.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.

      You may contact Adam Washecka, Staff Accountant, at (202)
824-
5569 or Melissa Hauber, Senior Staff Accountant, at (202) 942-2858
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 942-1990 with any
other
questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Gary L. Cook
Cognigen Networks, Inc.
March 28, 2005
Page 7

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