SecProbe.io

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Room 4561

	November 22, 2005

Mr. Allan Rudd
Chief Executive Officer
Arkona, Inc.
10575 South River Front Parkway
Suite 400
South Jordan, Utah 84095

Re:	Arkona, Inc.
	Preliminary Proxy Statement on Schedule 14A filed November
15,
2005
	File No. 0-24372

Dear Mr. Rudd:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.  No
further review of the filing has been or will be made.  Where
indicated, we think you should revise your document 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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note certain portions of your preliminary proxy statement
have
yet to be completed such as your audit committee report discussion
and Appendix C.  Please ensure that your revised preliminary proxy
statement includes all information you plan to set forth in your
definitive proxy statement.

Proposal No. 3, page 16

2. We note that the proposed resolution for which you are seeking
stockholder approval and set forth in Appendix A includes the
approval of a charter amendment to implement the proposed
consolidation or reverse stock split.  Please advise us whether
and
how you have complied with the requirements of Section 242(b) of
the
General Corporation Law of Delaware with respect to your proposal
and
prospective amendment to your charter.  In amending your charter,
Section 242(b) requires the board of directors to "adopt a
resolution
setting forth the amendment proposed, declaring its advisability"
and
directing the amendment for stockholder consideration.  Your
disclosure does not indicate whether the board of directors
adopted
the amendment for which you are seeking stockholder approval.
Please
revise your disclosure as appropriate and also discuss the fact
that
stockholder approval for a proposed amendment to your charter is
being sought.

3. We note your disclosure that the purpose of the proposed
consolidation is to, among other things, improve the trading
volume
and price of the common stock.  Please disclose the trading volume
and price of your common stock as of a recent date.

4. We note your discussion on page 20 regarding the increased
voting
power of the Series B preferred stock as a result of the
consolidation.  Please confirm that the voting rights of the
Series B
preferred stock are on a per share of capital stock as opposed to
an
as-converted basis.  If so, please revise your disclosure to
include
an illustrative chart reflecting the relative changes in voting
power
of the common stock and the Series B preferred stock through the
range of your proposed consolidation.

5. You state that you "there are no current plans, proposals or
understandings" for the increase in authorized shares available
for
issuance as a result of your consolidation.  Your discussion under
your proposal for a charter amendment to increase your authorized
capital, however, does discuss reasons and plans for an increase
in
authorized capital.  Please reconcile.  In addition, here or in
your
proposal to increase your authorized capital, please discuss the
reason(s) for your proposal to increase your authorized capital in
light of the fact the consolidation, if approved, would result in
an
effective increase in authorized shares available for issuance.

6. We note that you have provided an illustrative example of the
effect of the proposed consolidation at the one-for-six ratio.
Please provide a table illustrating the effect on the number of
shares of authorized capital available for issuance as a result of
your consolidation over the range of consolidation ratios you are
seeking approval for.  Please also have the table reflect the
effect
of the consolidation on the shares outstanding as well as
underlying
your other securities.

Proposal No. 4, page 21

7. Please clarify your discussion regarding the effect of your
proposed charter amendment to increase your authorized capital.
For
example, it is unclear what the 31,486,238 shares relate to after
noting that such number gives effect to the consolidation.  In
your
prior disclosure regarding the effect on your available authorized
capital as a result of the consolidation, you had indicated in
that
instance that available capital would increase to 42,747,707
shares.

8. Please provide a table illustrating the effect on the number of
shares of authorized capital available for issuance as a result of
the proposed charter amendment alone and giving effect to the
proposed consolidation over the range of consolidation ratios you
are
seeking approval for.

9. In light of the increase in available capital as a result of
your
proposed consolidation and charter amendment to increase
authorized
capital, please refer to Release No. 34-15230 and discuss the
possible anti-takeover effects of the increase in available
capital.
Please also discuss other anti-takeover mechanisms that may be
present in your governing documents or otherwise and whether there
are any plans or proposals to adopt other provisions or enter into
other arrangements that may have material anti-takeover
consequences.
Inform holders that management might use the additional shares to
resist or frustrate a third-party transaction providing an above-
market premium that is favored by a majority of the independent
stockholders.

*              *              *              *

      As appropriate, please amend your filing 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 understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment 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 filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Daniel Lee at (202) 551-3477, or Anne
Nguyen,
Special Counsel, at (202) 551-3611, with any questions.  If you
need
further assistance, you may contact me at (202) 551-3730.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

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