SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D. C. 20549


                                          FORM 8-K

                                       CURRENT REPORT


                          Pursuant to Section 13 or 15 (d) of the
                              Securities Exchange Act of 1934

                                      April 19, 2002 
                      Date of Report (date of earliest event reported)



                                  COGNIGEN NETWORKS, INC.
                   (Exact name of registrant as specified in its charter)



         Colorado                       0-11730                   84-1089377
(State or other jurisdiction      (Commission File No.)        (I.R.S. Employer
      of incorporation)                                      (Identification No.)



   7001 Seaview Avenue, Suite 210, Seattle, Washington           98117
        (Address of principal executive offices)               (Zip Code)



                                (206) 297-6151
              (Registrant's telephone number, including area code)



ITEM 5.     OTHER EVENTS

     (a) On April 19, 2002,  Troy Carl  resigned as Vice  President of Marketing
and from the board of  directors of  Cognigen.  Jim L. Boswell was  appointed to
fill the vacancy left by Mr. Carl's resignation.

     In consideration for his resignation from the position of Vice President of
Marketing,  Mr. Carl received a severance package consisting of a combination of
cash, shares of Cognigen, and an option to purchase shares of Cognigen. Mr. Carl
received $10,000 on April 19, 2002, with an additional  $15,000 that was paid on
May 20,  2002.  Mr. Carl is to receive  100,000  shares of  Cognigen  restricted
common  stock,  as well as a  nonqualified  five year option to purchase  50,000
additional shares of Cognigen restricted common stock at an exercise price equal
to the market value of such stock on the grant date of April 19, 2002 ($0.55 per
share).  Mr. Carl will  continue to serve  Cognigen as a consultant to the chief
executive officer.

     (b) Cognigen has entered into a Training Services Framework  Agreement with
eMaxDirect LLC, a Nevada limited liability company, effective April 24, 2002 and
expiring April 23, 2005.  Pursuant to the terms of the  Agreement,  Cognigen has
granted  eMax (1) an  exclusive,  limited  license to use certain of  Cognigen's
proprietary   trademarks   and  other   proprietary   information,   and  (2)  a
non-exclusive,  limited license to use technical information, training materials
and aids and sales training tools previously  developed or acquired by Cognigen,
both for the sole purpose of training  Cognigen  independent  sales  agents.  In
exchange, eMaxDirect will provide Cognigen's independent agents with promotional
and sales training tools, live training seminars and business building materials
relating to Cognigen's  services.  eMaxDirect will receive  compensation for its
performance   under  the  Agreement  by  receipt  of  fees  from  each  Cognigen
independent  sales agent who registers for sales training.  In consideration for
the license received from Cognigen, eMaxDirect will pay to Cognigen a royalty of
20% of its gross revenues from such fees.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements of Business Acquired

                  None

      (b)   Pro Forma Financial Information

                  None

      (c)   Exhibits

               Exhibit 10.1 Agent  Training  Agreement  by and between  Cognigen
                    Networks, Inc. and eMaxDirect, Inc. dated April 19, 2002


                                         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 hereunto duly authorized.


Dated:  June 28, 2002               COGNIGEN NETWORKS, INC.



                                    By:   /s/  David L. Jackson
                                          David L. Jackson
                                          Senior Vice President of Corporate and
                                          Public Affairs and Secretary