form_12b25-093003

NT 10-Q 1 form_12b25-093003.htm form_12b25-093003

Form 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20459

FORM 12B-25

NOTIFICATION OF LATE FILING

(Check One):
[ ] Form 10-K and 10-KSB [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-QSB [ ] Form N-SAR
For Period Ended: September 30, 2003
[ ] 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:

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

Part I-Registrant Information

COGNIGEN NETWORKS, INC.
(Full name of Registrant)

................................................................................
7001 SEAVIEW AVENUE NW, SUITE 210
(Address of Principal Executive Office)

................................................................................
SEATTLE WASHINGTON 98117
(City State Zip)

Part II. Rules 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, Form 10-KSB, Form 20-F, 11-K or Form N.SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or Form 10-QSB, or portion thereof will
be filed on or before the fifth calendar day following the prescribed
due date; and

Part III. Narrative

State below in reasonable detail the reasons why Form 10-K and 10-KSB, 20-F,
11-K, 10-Q and 10-QSB, N-SAR or the transition report or portion thereof could
not be filed within the prescribed time period.

See attached.

Part IV. Other Information

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

Gary L. Cook (303) 790-9559
(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 preceding 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).
[ ] Yes [X] No

Part III to Registrant's Annual Report on Form 10-KSB for the year
ended June 30, 2003.

(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. See attached.

Cognigen Networks, Inc.

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

Date November 17, 2003 /s/ Gary L. Cook, Senior Vice President,
Treasurer and Chief Financial Officer

INSTRUCTION: The 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 (17 CFR 240.12b-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, DC 20549, in accordance with Rule 0-3 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 forma 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 reports within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).

ATTACHMENT TO FORM 12B-25

REGISTRANT: Cognigen Networks, Inc.

PART III - NARRATIVE

The Registrant's Board of Directors wanted to assure that all accounting and
disclosures issues were properly addressed, which delayed the filing of the
Registrant's Form 10-QSB for the quarter ended September 30, 2003.

PART IV - OTHER INFORMATION

Registrant will incur a loss from operations of approximately $193,000 for the
three months ended September 30, 2003, compared to income from operations of
approximately $54,000 for the three months ended September 30, 2002.