Mail Stop 3561
      February 10, 2006

Mr. David LaDuke, President
Sputnik, Inc.
650 Townsend Street, Suite 320
San Francisco, CA 94103

      Re:	Sputnik, Inc.
   Registration Statement on Form SB-2
      Amendment No. 5 filed January 18, 2006
		File No. 333-126158

Dear Mr. LaDuke:

      We have reviewed your amended filing and have the following
comments.  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 on 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 the disclosure on page 11 in the use of proceeds table
that consulting and legal fees/offering costs will be $24,000.
Please reconcile this disclosure with the disclosure in "Item 25.
Other Expenses of Issuance and Distribution" that the total
expenses
to be incurred with the offering will be $114,000 and the
statement
that "Sputnik will pay all expenses in connection with this
offering."  Also clarify and revise accordingly the statement on
the
cover page of the prospectus that "[t]he net proceeds of the
offering
will be nothing minimum to $485,000 maximum, after payment of
$15,000
of the offering costs at the minimum and maximum offering amounts
from the proceeds of this offering.  If less than $10,000 is
raised,
we will pay offering costs from our own funds."

Table of Contents

2. Please include all major headings of the prospectus with
correct
page numbers.

Summary Financial Information, page 6

3. The amounts disclosed for Operating Expenses and Net Income
(loss)
for December 31, 2004 do not reconcile with the financial
statements.
Please revise.

Description of Business, page 20

4. Please describe how the company protects its exclusive
proprietary
rights to the software.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations for the Nine Months Ended September 30, 2005
Compared to the Nine Months Ended September 30, 2004, page 25

5. The amount disclosed for revenue for the nine months ended
September 30, 2005 does not reconcile with the financial
statements.
It appears that the $451,128 disclosed here includes $61,000 from
the
gain on a legal settlement.  This amount does not appear to
represent
revenue earned by the company from the sale of a good or service
and
therefore should not be included in revenue.  Please ensure the
revenue amount disclosed in the financial statements is consistent
throughout the registration statement.  Please revise.

Certain Relationships and Related Transactions, page 30

6. We note the table disclosing the company`s issuance of
securities
to various individuals.  Please revise the table in accordance
with
Item 404(a) of Regulation S-B.  The company should only describe
those transactions involving the company and those persons
described
in Item 404, such as any director or executive officer of the
company, any nominee for election as a director, any security
holder
named in response to Item 403, and any member of the immediate
family
of such persons listed.  Please revise accordingly.

Executive Compensation

7. Update all compensation through the most recent fiscal year.




December 31, 2004 Financial Statements

Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies

Revenue Recognition, page 41

8. We have read your response to comment 30 and it does not appear
to
address our comment as it was issued.  We noted from review of
your
website that the company sells software which includes 90 day
installation support and a 30 day money back guarantee, hardware,
a
"Hotspot Kit" which includes the software, hardware, 90 day
installation support and 30 day money back guarantee, a
subscription
fee agreement in which Sputnik hosts the server control center,
training, technical support and configuration support.  Please
provide a detailed discussion in your response to address the
criteria for revenue recognition as set forth in SOP 97-2 and SOP
98-
9.  In your response, please explain how you analyzed the
consensus
in concluding when revenue from your products and services should
be
recognized.  We may have further comment upon review of your
response.

Allowance for Doubtful Accounts, page 41

9. We have read your response to comment 31 and it does not appear
to
address our comment as it was issued. We noted from your website
that
your products have a 30 day money back guarantee.  Please provide
a
detailed response to explain how the refund rights are accounted
for
in accordance with SFAS 48 and how that impacts your revenue
recognition.  We may have further comments upon review of your
response.

10. In addition to our comment above, tell us how your accounting
policy for money back guarantees (i.e. a component of bad debt
expense) is consistent with GAAP.  Tell us why your provision for
money back guarantees would not be recorded as a reduction to
revenue
(see SFAS 148, paragraph 7).  Please advise or revise.

Item 28. Undertakings

11. Please revise the undertakings to comply with Item 512 of
Regulation S-B.





* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  Provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your response 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 amendment and responses
to
our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 551-3233 or Don Rinehart who supervised the review
of
your filing at (202) 551-3235 with any other questions.

								Sincerely,



								John Reynolds
      Assistant Director

cc:	Michael Williams
	Fax (813) 832-5284

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David LaDuke
Sputnik, Inc.
February 10, 2006
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