UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000

                                       OR

                 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from _____ to ______

                         Commission File Number 0-11730

                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)
        (Exact name of small business issuer as specified in its charter)

             Colorado                                   84-0189377
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)

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

                                 (206) 297-6151

                           (Issuer's Telephone number)

                                       N/A

     ----------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                                         Yes    No
                                                             ---   ----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                                                       Outstanding at
                Class                                  March 31, 2000
  -----------------------------                    ---------------------

Common Stock, $.001 par value                          44,989,102

Transitional Small Business Disclosure Format (Check one):  Yes ___   No   X
                                                                         -----




<PAGE>





                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                         Commission File Number: 0-11730

                          Quarter Ended March 31, 2000

                                  FORM 10-QSB/A

Part I - FINANCIAL INFORMATION

Unaudited Consolidated Statements of Operations..........................Page 1


Unaudited Consolidated Balance Sheets....................................Page 3


Unaudited Consolidated Statement of Stockholder's Equity (Deficit).......Page 4


Unaudited Consolidated Statements of Cash Flows..........................Page 5


Notes to Unaudited Consolidated Financial Statements.....................Page 6


Management's Discussion and Analysis or Plan of Operation................Page 13


Part II - OTHER INFORMATION..............................................Page 19


Signatures...............................................................Page 20







<PAGE>




                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations

                                                 Three Months Ended
                                                      March 31,
                                            ----------------------------
                                                1999            2000
                                            ------------    ------------

Revenue
   Prepaid cards and pins ...............   $       --      $     82,632
   Marketing commissions ................           --           707,193
   Other ................................           --           129,504
   Allowances ...........................           --           (10,731)
                                            ------------    ------------
     Total revenue ......................           --           908,598
                                            ------------    ------------

Operating expenses

   Prepaid cards and pins ...............           --           170,798
   Marketing commissions ................           --           457,062
   Selling, general and administrative ..           --           811,662
                                            ------------    ------------
     Total operating expenses ...........           --         1,439,522
                                            ------------    ------------

Loss from operations ....................           --          (530,924)

Other income (expense)
   Other income .........................           --            42,452
   Interest expense .....................        (16,953)        (39,517)
                                            ------------    ------------

Loss before income taxes ................        (16,953)       (527,989)

Income taxes ............................          4,132            --
                                            ------------    ------------

Net loss ................................   $    (12,821)   $   (527,989)
                                            ============    ============

Loss per common share - basic and diluted   $       --      $      (0.01)
                                            ============    ============

Weighted average number of common shares
outstanding - basic and diluted               14,411,039      82,287,546
                                            ============    ============

            See notes to unaudited consolidated financial statements.

                                      - 1 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Operations

                                                 Nine Months Ended
                                                     March 31,
                                            ----------------------------
                                                1999            2000
                                            ------------    ------------

Revenue
   Prepaid cards and pins ...............   $       --      $    846,427
   Marketing commissions ................           --         1,642,400
   Other ................................           --           131,874
   Allowances ...........................           --           (28,512)
                                            ------------    ------------
     Total revenue ......................           --         2,592,189
                                            ------------    ------------

Operating expenses

   Prepaid cards and pins ...............           --           710,389
   Marketing commissions ................           --         1,198,675
   Selling, general and administrative ..           --         7,780,615
                                            ------------    ------------
     Total operating expenses ...........           --         9,689,679
                                            ------------    ------------

Loss from operations ....................           --        (7,097,490)

Other income (expense)
   Other income .........................           --            59,179
   Interest expense .....................        (50,859)       (107,767)
                                            ------------    ------------

Loss before income taxes ................        (50,859)     (7,146,078)

Income taxes ............................         12,396            --
                                            ------------    ------------

Net loss ................................   $    (38,463)   $ (7,146,078)
                                            ============    ============

Loss per common share - basic and diluted   $       --      $      (0.09)
                                            ============    ============

Weighted average number of common shares
 outstanding - basic and diluted              14,411,039      76,736,355
                                            ============    ============


            See notes to unaudited consolidated financial statements.

                                      - 2 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                      Unaudited Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                        June 30,      March 31,
                                                         1999            2000
                                                     ------------    ------------

                                     Assets

<S>                                                  <C>             <C>
Current assets
   Cash ..........................................   $       --      $  1,983,745
   Accounts receivable ...........................           --           160,569
   Advances - related party ......................           --           570,000
   Employee receivable ...........................           --            20,000
   Commissions receivable ........................           --           399,764
   Inventory .....................................           --            66,808
   Other current assets ..........................           --           108,698
                                                     ------------    ------------
     Total current assets ........................           --         3,309,584
                                                     ------------    ------------

Property and equipment, net ......................           --           254,038
                                                     ------------    ------------

Other assets

   Deposits and other assets .....................           --            10,590
   Goodwill, net .................................           --           181,708
   Customer lists ................................      1,300,000       1,300,000
   Deferred tax asset ............................         16,551          16,605
                                                     ------------    ------------
     Total other assets ..........................      1,316,551       1,508,903
                                                     ------------    ------------

Total assets .....................................   $  1,316,551    $  5,072,525
                                                     ============    ============

                 Liabilities and Stockholders' (Deficit) Equity

Current liabilities

   Interest payable ..............................   $     67,814    $    165,564
   Current portion of long-term debt .............        700,000         510,000
   Accounts payable ..............................           --            22,906
   Deferred revenue ..............................           --           149,262
   Commissions payable ...........................           --           289,691
   Payroll taxes payable .........................           --           124,424
   Income taxes payable ..........................           --            13,387
                                                     ------------    ------------
     Total current liabilities ...................        767,814       1,275,234

Long-term debt ...................................        600,000         180,000
                                                     ------------    ------------
     Total liabilities ...........................      1,367,814       1,455,234

Stockholders' (deficit) equity
   Common stock $.001 par value, 50,000,000 shares
    authorized; 14,411,039 and 44,989,102 issued
    at June 30, 1999 and March 31, 2000,
    respectively, and 37,298,444 to be issued
    at March 31, 2000 ............................             20          82,287
   Additional paid in capital ....................           --        10,732,365
   Accumulated deficit ...........................        (51,283)     (7,197,361)
                                                     ------------    ------------
     Total stockholders' (deficit) equity ........        (51,263)      3,617,291
                                                     ------------    ------------

Total liabilities and stockholders'
 (deficit) equity ................................   $  1,316,551    $  5,072,525
                                                     ============    ============
</TABLE>

            See notes to unaudited consolidated financial statements.

                                      - 3 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

       Unaudited Consolidated Statement of Shareholders' Equity (Deficit)

                    For the Nine Months Ended March 31, 2000


<TABLE>
<CAPTION>

                                             Common Stock
                                      ---------------------------                                      Total
                                                                     Additional                     Shareholders'
                                                                       Paid-in       Accumulated       Equity
                                         Shares         Amount         Capital         Deficit       (Deficit)
                                      ------------   ------------   ------------    ------------    ------------

<S>                                     <C>          <C>            <C>             <C>             <C>
Balance June 30, 1999 .............     11,377,137   $         20   $       --      $    (51,283)   $    (51,263)

Stock issued in connection with the
 acquisition of Cognigen assets
 (Note 5) .........................     42,664,260             55         30,000            --            30,055

Reverse acquisition (Note 5) ......     15,757,047         69,723       (261,957)           --          (192,234)

Common stock issued for cash net of
 $727,474 of expenses (Note 6) ....     12,489,102         12,489      5,127,598            --         5,140,087

Options issued for services to
 non-employees (Note 6) ...........           --             --        5,836,724            --         5,836,724

 Net loss .........................           --             --             --        (7,146,078)     (7,146,078)
                                      ------------   ------------   ------------    ------------    ------------

Balance, March 31, 2000 ...........     82,287,546   $     82,287   $ 10,732,365    $ (7,197,361)   $  3,617,291
                                      ============   ============   ============    ============    ============
</TABLE>



            See notes to unaudited consolidated financial statements.

                                      - 4 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                 Unaudited Consolidated Statements of Cash Flows


                                                         Nine Months Ended
                                                              March 31,
                                                     --------------------------
                                                         1999          2000
                                                     -----------    -----------
Cash flows from operating activities
   Net loss ......................................   $   (38,463)   $(7,146,078)
                                                     -----------    -----------
   Adjustments to reconcile net loss to net
    cash provided by operating activities
     Depreciation and amortization ...............          --           45,013
     Stock options granted and stock issued
      to employees for services to non employees .          --        5,836,724
     Stock issued in connection with the
      acquisition of Cognigen assets and employment
      agreements .................................          --           30,000
     Changes in assets and liabilities
       Receivables ...............................          --         (300,826)
       Inventory .................................          --          (41,732)
       Other current assets ......................          --         (107,946)
       Interest payable ..........................        50,859         97,750
       Accounts payable ..........................          --           93,669
       Deferred revenue ..........................          --           77,499
       Intangible assets .........................          --           (9,075)
       Commissions payable .......................          --          105,423
       Income taxes payable ......................          --             (383)
                                                     -----------    -----------
                                                          50,859      5,826,116
                                                     -----------    -----------
         Net cash used in operations .............        12,396     (1,319,962)
                                                     -----------    -----------

Cash flows from investing activities
   Capital expenditures ..........................          --         (187,628)
   Cash acquired in acquisition ..................          --           21,248
   Advances to related party .....................          --         (570,000)
                                                     -----------    -----------
         Net cash used in investing activities ...       (12,396)      (736,380)
                                                     -----------    -----------

Cash flows from financing activities
   Net proceeds from stock issuance ..............          --        5,140,087
   Distribution related to reverse acquisition ...          --         (190,000)
   Payments on notes payable .....................          --         (910,000)
                                                     -----------    -----------
         Net cash provided by financing activities          --        4,040,087
                                                     -----------    -----------

Net increase in cash .............................          --        1,983,745

Cash and cash equivalents-beginning of period ....          --             --
                                                     -----------    -----------

Cash and cash equivalent-end of period ...........   $      --      $ 1,983,745
                                                     ===========    ===========

Non-cash investing and financing activities (Note 8).

            See notes to unaudited consolidated financial statements.

                                      - 5 -


<PAGE>




                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 1 - Summary of Significant Accounting Policies
---------------------------------------------------

Description of Business
-----------------------

The Company was  incorporated  in May 1983 in the State of Colorado to engage in
the cellular radio and communications business and to engage in any other lawful
activity  permitted  under Colorado law. In June 1988,  the Company  changed its
name to Silverthorne  Production Company and commenced operations in the oil and
gas industry.  These  operations  were  discontinued  in 1989.  Since 1989,  the
Company  has  attempted  to  locate  acquisition   prospects  and  negotiate  an
acquisition.  The Company's  pursuit of an acquisition did not materialize until
August 20, 1999.

Basis of Presentation
---------------------

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly, they do not include all the information and
footnotes  required by generally  accepted  accounting  principles for financial
statements. For further information, refer to the audited consolidated financial
statements  and notes  thereto  for the year ended June 30,  1999,  included  in
Silverthorne Production Company's ("Company") Annual Report on Form 10-K/A filed
with the Securities and Exchange Commission and the audited financial statements
of Inter-American  Telecommunications  Holding  Corporation  (ITHC) and Cognigen
Corporation  (Cognigen)  for the  year  ended  June  30,  1999  included  in the
Company's  Current  Report on Form 8-K/A filed with the  Securities and Exchange
Commission  on March 8, 2000.  In the opinion of  management,  all  adjustments,
consisting only of normal recurring adjustments, have been made in order to make
the  financial  statements  not  misleading.  The  results  are not  necessarily
indicative of those for a complete fiscal year.

These  unaudited  consolidated  financial  statements  include  the  accounts of
Inter-American   Telecommunications   Corporation,  ITHC,  Cognigen  Corporation
(Cognigen)  and  the  Company.   All  significant   intercompany   balances  and
transactions have been eliminated in consolidation.

Property and Equipment
----------------------

Property and equipment are stated at cost.  Depreciation  is provided  using the
straight-line  method  for  financial  reporting  purposes  at  rates  based  on
estimated useful lives ranging from 3-7 years.

Software  developed  to support  the  self-replicating  Web pages used to market
telecommunication  services and administer agents' sales and related commissions
has been capitalized  according to the provisions of AICPA Statement of Position
98-1  "Accounting  for Costs of Computer  Software  Developed  or  Obtained  for
Internal Use".

                                      - 6 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 1 - Description of Business and Summary of Signficant Accounting Policies
(continued)
------------------------------------------------------------------------------

Intangible Assets
-----------------

Intangible assets are stated at cost and consist of goodwill and customer lists.
Goodwill is amortized using the straight-line  method over five years.  Customer
lists will be amortized over five years, once they are utilized in operations.

Valuation of Long-Lived Assets
------------------------------

The Company assesses valuation of long-lived assets in accordance with Statement
of Financial  Accounting Standards (SFAS) No. 121, Accounting for the Impairment
of Long-Lived  Assets and for  Long-Lived  Assets to be disposed of. The Company
periodically  evaluates the carrying  value of long-lived  assets to be held and
used,   including  goodwill  and  other  intangible  assets,   when  events  and
circumstances warrant such a review. The carrying value of a long-lived asset is
considered impaired when the anticipated  undiscounted cash flow from such asset
is separately identifiable and is less than its carrying value. In that event, a
loss is recognized  based on the amount by which the carrying  value exceeds the
fair market  value of the  long-lived  asset.  Fair market  value is  determined
primarily using the  anticipated  cash flows  discounted at a rate  commensurate
with the risk involved.

Commissions Receivable
----------------------

Commissions    receivable    represent    amounts   due   from   providers   for
telecommunication   services  used  by  subscribers.   Typically  providers  pay
commissions  due to the Company  forty-five  days after the usage  month-end  to
allow for billing and collection.

Commissions Payable
-------------------

Commissions payable represent amounts due to agents as commission related to the
usage for which the Company is due commission  income from its providers.  It is
the  Company's  policy to pay  commissions  to its agents  only after  receiving
commissions  due from its providers.  This policy results in  approximately  two
months commission payable at any point in time.

Income Taxes
------------

The Company uses the asset and liability  method of accounting for income taxes.
Under the asset and liability  method,  deferred tax assets and  liabilities are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted tax rates  expected  to be  recovered  or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.

                                      - 7 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements

Note 1 - Description of Business and Summary of Signficant Accounting Policies
(continued)
-------------------------------------------------------------------------------

Revenue Recognition
-------------------

The Company  records  commission  income when the  underlying  telecommunication
service is rendered.  Commission income does not include amounts paid separately
to carriers for telecommunication services provided.

Calling  card  revenue is  recorded  when the  calling  cards are  shipped.  The
Company's  policy is to delay  shipment of calling  cards for a two-week  period
after  receipt of cash to allow for  processing.  This delay results in deferred
revenue,  which is recorded as a liability  until the calling cards are shipped.
Calling   card   revenue   includes   amounts   paid   for   the   cost  of  the
telecommunications services provided by third-party carriers.


Note 2 - Long-Term Debt
-----------------------

Long-term debt consists of the following:

                                                   June 30,       March 31,
                                                     1999           2000
                                                  -----------    ----------
8% unsecured  promissory notes payable,
  principal and interest due upon maturity
  at July 2000 ............................       $ 1,300,000    $   510,000

8% unsecured  promissory  note payable,
  principal and interest due upon maturity
  at November 2000 .......................              --           180,000
                                                  -----------    -----------
                                                    1,300,000        690,000
         Less current portion of long-term debt      (700,000)      (510,000)
                                                  -----------    -----------

                                                  $   600,000    $   180,000
                                                  ===========    ===========

                                      - 8 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 3 - Business Acquisitions
------------------------------

Acquisition of Customer Databases
---------------------------------

On  November 4, 1998,  ITHC  acquired a customer  database of 54,034  individual
subscribers  from  TelKiosk  Inc.  (TelKiosk)  in  exchange  for  2,844,285,  as
adjusted,  shares of ITHC common stock,  and a $500,000  promissory note payable
November  4,  1999  (and  subsequently  extended  until  July 1,  2001 as to the
remaining $300,000 balance due). TelKiosk is partially owned by a former officer
and director of ITHC. This is an  electronically  archived  database  containing
54,034 individual,  comma-delimited records of residential and business accounts
of long distance telephone  subscribers using the callback or call-reorigination
system. The domiciles of these accounts are located primarily outside the United
States, including Japan, Italy, France, Argentina, Brazil, Spain, Israel, Russia
and CIS  countries,  Guatemala,  Venezuela and  Singapore.  The customers in the
database use  primarily  U.S.  origination - foreign  termination  callback long
distance services.

Also on November 4, 1998, ITHC acquired a customer database of 41,415 individual
subscribers from Combined Telecommunications Consultancy, Ltd. (CTC) in exchange
for  5,688,570,  as  adjusted,  shares  of ITHC  common  stock  and an  $800,000
promissory note payable November 4, 1999 (and  subsequently  extended until July
1, 2001 as to $300,000 of the remaining  balance due). CTC is partially owned by
a former  officer  and  director  of ITHC.  This is an  electronically  archived
database  containing 41,415 individual,  comma-delimited  records of residential
and business accounts of long distance telephone  subscribers.  The domiciles of
these accounts are all located within the United  States.  Approximately  90% of
these accounts have an affinity to a foreign country,  and the accounts are held
by persons of Russian, Romanian, Czech, Slovakian, Slovenian, Polish, Bulgarian,
German, Japanese and Filipino national origin.

Migration of customers will commence when the solicitation  process is complete.
The lists were  originally  purchased  by CTC and  TelKiosk  in an arm's  length
transaction  from  an  independent  international  long  distance  reseller  and
customer  base  consolidator.  The purchase  price to ITHC was  determined  with
respect to amounts paid or payable to the original seller of the lists.

Cognigen Acquisition
--------------------

On July 1, 1999, ITHC entered into an agreement with Cognigen to purchase all of
Cognigen's  net assets.  The  purchase  price  included  31,286,894  shares,  as
adjusted, of ITHC common stock and a $300,000 note payable.  Additionally,  ITHC
entered into a four-year employment contract with the founder of Cognigen, which
provides for an annual base salary of $175,000.  The  transaction  was accounted
for as a purchase.  ITHC acquired net assets of $86,285 and recorded goodwill of
$213,770. The goodwill is being amortized over a life of 5 years.

                                      - 9 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 3 - Business Acquisitions (continued)
------------------------------------------

Reverse Acquisition
-------------------

On August 20, 1999,  the Company  completed  the  acquisition  of all of the net
assets of ITHC in exchange for up to 49,041,397  shares of the Company's  common
stock. For financial statement purposes, this business combination was accounted
for as an additional capitalization of ITHC (a reverse acquisition in which ITHC
was the accounting  acquirer).  ITHC is considered the surviving  entity and the
historical  financial statements prior to the acquisition are those of ITHC. The
15,757,047  shares  reflected in the statement of  stockholders'  equity reflect
those shares of  Company's  common stock  outstanding  immediately  prior to the
reverse  acquisition.  The Company's net book value prior to the transaction was
$0. The  issuance  of the stock must be  completed  in two  closings  due to the
limited  amount of authorized  stock  available for issuance under the Company's
articles  of  incorporation.  The first  closing  resulted  in the  issuance  of
11,742,953 shares while the remaining 37,298,444 shares will be issued after the
authorized  number of  shares is  increased  or after a reverse  stock  split is
effected.  The Company issued  5,000,000 shares of the Company's common stock as
finders' fees in connection with the transaction to unrelated  individuals.  The
shares were valued at $1,900,000, or $.38 per share, and reported on a net basis
in additional paid-in-capital.

Additionally  on  August  20,  1999,  ITHC  purchased  12,602,431  shares of the
Company's   common  stock  for  a  price  of  $190,000  from  certain   existing
shareholders of the Company. This was recorded as a charge to paid-in capital in
the amount of $190,000.

The  Company  is the legal  survivor  and plans to change  its name to  Cognigen
Networks, Inc.

Cognigen Switching Acquisition
------------------------------

On April 15,  2000,  the Company  purchased  the  outstanding  stock of Cognigen
Switching (f.k.a. Aquila International  Telecommunications,  Inc.) for 2,041,445
shares and $590,000 in previous cash advances to Cognigen  Switching for a total
purchase price of $3,287,397.  This transaction was accounted for as a purchase.
Intangible  assets  acquired  are  amortized  over five  years.  The  results of
operations  have  been  included  from the date of  acquisition  forward  in the
accompanying financial statements.

                                     - 10 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 3 - Business Acquisitions (continued)
------------------------------------------

The combined aggregate  purchase price of the Company's  acquisition of Cognigen
Switching  and  Cognigen  have  been  allocated  to  the  assets   acquired  and
liabilities  assumed based on the fair market values on the date of acquisition,
as follows:

Cash .................   $    34,900
Accounts receivable ..       318,521
Property and equipment       205,777
Intangible assets ....     3,809,934
Deposits and other ...       103,719
Accounts payable .....       (41,910)
Accrued expenses .....      (408,872)
Debt .................      (434,617)
                         -----------

                         $ 3,587,452
                         ===========


Note 4 - Stockholders' Equity
-----------------------------

During  the  six  months  ended   December  31,  1999,   the  Company   received
subscriptions  for 12,489,102  shares of the Company's common stock at prices of
$0.38 per share  (11,562,302  shares) and $1.60 per share (926,800  shares) from
various persons.  These shares were issued by March 31, 2000. The Company agreed
to pay a fee of 12% of the total  proceeds  received from the sale of the common
stock to a  distributor  and issue  warrants  to  purchase  up to a  maximum  of
1,500,000  shares of the Company's common stock to various persons in connection
with the sales.  These warrants were valued at $347,400 based on a value of $.23
per warrant.  This fee was  accounted  for as a cost of the sale of those common
shares.  The Company  paid a total of $727,474  related to the total fee due and
other expenses associated with the offering.

In August 1999, the Company issued  31,600,000  options entitling the holders to
purchase  the  Company's  common  stock at $0.46 per  share.  The  options  vest
immediately  and expire five years from the date issued.  The options  cannot be
exercised  until the Company  amends it articles of  incorporation  or effects a
reverse split of its common stock so that it has sufficient shares available for
issuance  upon the exercise of these  options.  25,200,000 of these options were
issued to non employees while the remaining options were issued to employees and
directors.  The Company has adopted the disclosure-only  provisions of Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation."  Accordingly,  no  compensation  cost has been recognized for the
stock options  issued to employees  and  directors.  $5,836,724 of  compensation
expense was recorded in  connection  with the options  granted to non  employees
based on a value of $.23 per option.

                                     - 11 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

              Notes to Unaudited Consolidated Financial Statements


Note 5 - Related Party Activities
---------------------------------

During the nine months ended March 31, 2000, the Company advanced  $570,000 to a
company it had entered into a letter-of-intent to acquire. The Company completed
the acquisition in April of 2000 by issuing 2,041,445 shares of its common stock
for all of the stock of the company acquired.


Note 6 - Non-Cash Investing and Financing Activities
----------------------------------------------------

During the nine months ended March 31, 2000:

The Company acquired net assets of 86,230 and recorded goodwill in the amount of
$213,770  by  issuing  a  note  for  $300,000  in  connection  with  a  business
acquisition (Note 5).

During the nine months ended March 31, 1999:

The Company  issued  notes of  $1,300,000  in  exchange  for  customer  lists of
1,300,000.

                                     - 12 -


<PAGE>




                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

Certain of the information discussed in this quarterly report, and in particular
in this  section  entitled  "Management's  Discussion  and  Analysis  or Plan of
Operation,"   contains   forward-looking   statements  that  involve  risks  and
uncertainties  that might adversely affect the operating results of Silverthorne
Production  Company  ("Company") in the future in a material way. Such risks and
uncertainties  include,   without  limitation,   rate  changes,  fee  policy  or
application changes and competition.  Many of these risks are beyond the control
of the  Company.  The  Company  is not  entitled  to  rely  on the  safe  harbor
provisions of Section 27A of the Securities Act of 1933, as amended,  or Section
21E  of  the  Securities   Exchange  Act  of  1934,  as  amended,   when  making
forward-looking statements.

Overview

The Company was  incorporated  on May 6, 1983, in Colorado.  On August 20, 1999,
the  Company  completed  the  acquisition  of all of the net  assets  of ITHC in
exchange  for  up to  49,041,397  shares  of the  Company's  common  stock.  For
financial statement purposes,  this business combination was accounted for as an
additional  capitalization of ITHC (a reverse  acquisition in which ITHC was the
accounting acquirer).  For accounting purposes, ITHC is considered the surviving
entity and the historical  financial  statements  prior to the  acquisition  are
those of ITHC. The Company's net book value prior to the transaction was $0.

Inter-American Telecommunications Holding Corporation (ITHC) was incorporated on
July 24, 1998 in Delaware.  Since its  inception,  ITHC has directed its efforts
toward the acquisition of assets that would allow it to be engaged in direct and
multilevel  agency  marketing and sale of long distance  service and products as
well as the  switching  and  transport  of  voice,  fax and data  telephone  and
internet  traffic and related  services.  On July 1, 1999, ITHC acquired the net
assets of Cognigen  Corporation  (Cognigen)  in exchange for 5,500 shares of its
common  stock and a note payable of  $300,000.  Cognigen was actively  marketing
long distance telephone services over the internet.

The Company intends to seek an increase in their authorized  number of shares or
the  authorization  for a 1-2, 1-3 or 1-4 reverse stock split as the Board deems
appropriate.  The  Company  intends  to take these  actions  at its next  annual
shareholder meeting.

                                     - 13 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

ITHC was a  developmental  stage  company  since its  inception on July 24, 1998
through  June 30,  1999.  During  this stage,  ITHC  generated  no revenues  and
incurred only minimal operational costs. ITHC focused its efforts on the pursuit
of the  acquisition of business  opportunities.  On July 1, 1999, ITHC completed
the acquisition of all the net assets of Cognigen in a transaction accounted for
as a  purchase.  Additionally,  in a  transaction  accounted  for  as a  reverse
acquisition,  ITHC acquired control of the Company, a non-operating public shell
corporation.  Therefore, the results of operations for the three and nine months
ended March 31, 2000 are comprised entirely of the operations generated from the
net assets purchased from Cognigen on July 1, 1999. As no operations existed for
ITHC for the three and nine month  periods  ended March 31, 1999,  no meaningful
comparisons can be made.

For purposes of this Management's  Discussion and Analysis or Plan of Operation,
the Company  believes that the unaudited  results of operations for Cognigen for
the three and nine  months  ended  March 31,  1999  shown  below  provide a more
meaningful basis for analysis.  Therefore, all comparisons and analysis included
in this Management's Discussion and Analysis or Plan of Operation are based upon
these unaudited results of operations for Cognigen for the three and nine months
ended March 31, 1999.

                                     - 14 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                         Unaudited Results of Operations



<TABLE>
<CAPTION>

                                                    Unaudited Results of Operations for         Unaudited Results of Operations
                                                               The Company                              for Cognigen
                                                  ---------------------------------------   --------------------------------------
                                                  Three Months Ended    Nine Months Ended   Three Months Ended   Nine Months Ended
                                                       March 31,            March 31,            March 31,            March 31,
                                                        2000                 2000                 1999                 1999
                                                  ------------------   ------------------   ------------------    ----------------
<S>                                               <C>                   <C>                 <C>                   <C>
Revenue
   Prepaid cards and pins                           $         82,632     $        846,427     $        226,616     $        657,003
   Marketing commissions                                     707,193            1,642,400              277,596              434,707
   Other                                                     129,504              131,874                   -                    -
   Allowances                                                (10,731)             (28,512)                  -                    -
                                                    ----------------     ----------------     ----------------     ---------------
     Total revenue                                           908,598            2,592,189              504,212            1,091,710

Operating expenses

   Prepaid cards and pins                                    170,798              710,389              193,883              450,007
   Marketing commissions                                     457,062            1,198,675              205,334              321,367
   Sales, general and administrative                         781,662            7,750,615              138,234              359,023
                                                    ----------------     ----------------     ----------------     ----------------
     Total operating expenses                              1,409,522            9,659,679              537,451            1,130,397
                                                    ----------------     ----------------     ----------------     ----------------

Loss from operations                                        (500,924)          (7,067,490)             (33,239)             (38,687)

Other income (expense)
   Other income                                               42,452               59,179                   -                    -
   Interest expense                                          (39,517)            (107,767)                  -                    -
                                                    ----------------     ----------------     ----------------     ---------------

Net income (loss)                                   $       (497,989)    $     (7,116,078)    $        (33,239)    $        (38,687)
                                                    ================     ================     ================     ================
</TABLE>


                                     - 15 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999.

Total revenue for the three months ended March 31, 2000 was $908,598 compared to
$504,212 for the three months ended March 31, 1999.  Total  revenue for the 2000
period  consisted  of $82,632  related to  prepaid  cards and pins and  $707,193
related  to  commissions.  Total  revenue  for  the  comparable  period  in 1999
consisted of $226,616  related to prepaid cards and pins and $277,596 related to
commissions.  The $143,984, or 63%, decrease in prepaid cards and pins is due to
reduced tariff calls as a result of competition. The $429,597, or 155%, increase
in commissions is due to an increase in agents of 20% or 236 new agents.

Operating  costs  related to prepaid  cards and pins for the three  months ended
March 31, 2000 decreased  $23,085,  or 12%, to $170,798 from $193,883 during the
three months ended March 31, 1999.  Operating  costs related to commissions  for
the three months ended March 31, 2000 increased  $251,728,  or 123%, to $457,062
from $205,334  during the three months ended March 31, 1999.  The cost increases
are directly related to the increases in sales revenue

General and administrative  operating expenses increased  $643,428,  or 465%, to
$781,662  during the three months ended March 31, 2000 from $138,234  during the
three months ended March 31, 1999. This increase is due to increased salaries of
$164,706 or 182% as a result of more headcount, increased legal and professional
expenses of $101,031 or 131% due to acquisitions and increased  commissions paid
of $51,200 or 13%.

The Company  incurred a loss from  operations  of $500,924  for the three months
ended March 31, 2000  compared to $33,239 for the three  months  ended March 31,
1999.  The  decrease in  operating  loss  during the current  period is directly
related to the increase in general and administrative expenses discussed above.

Net interest income for the three months ended March 31, 2000 of $2,935 compares
to net interest  income during the same three months ended March 31, 1999 of $0.
The reason for this  increase is due to larger cash  balances  earning  interest
from an increase in deposits.  After interest income, the net loss for the three
months ended March 31, 2000 was  $497,989,  or $.01 loss per share,  compared to
net income of $33,239 for the three months ended March 31, 1999.

                                     - 16 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Nine Months Ended March 31, 2000 Compared to Nine Months Ended March 31, 1999

Total revenue for the nine months ended March 31, 2000 was  $2,592,189  compared
to  $1,091,710  for the nine months ended March 31, 1999.  Total revenue in 2000
consisted of $846,427  related to prepaid cards and pins and $1,642,400  related
to  commissions.  Total revenue for the  comparable  period in 1999 consisted of
$657,003  related to prepaid cards and pins and $434,707 related to commissions.
The $189,424,  or 29%,  increase in prepaid cards and pins is due to an increase
in sales agents of approximately 800 agents. The $1,207,693,  or 278%,  increase
in commissions is also directly related to the increase in agents.

Operating  costs  related to prepaid  cards and pins for the nine  months  ended
March 31, 2000 increased $260,382,  or 58%, to $710,389 from $450,007 during the
nine months ended March 31, 1999. Operating costs related to commissions for the
nine months ended March 31, 2000 increased $877,308, or 273%, to $1,198,675 from
$321,367  during the nine months ended March 31, 1999.  The cost  increases  are
directly related to the increases in revenues.

General and administrative  operating expenses increased $7,391,592,  or 2,059%,
to $7,750,615  during the nine months ended March 31, 2000 from $359,023  during
the nine months ended March 31, 1999.  This increase is due to a non-cash charge
for options  granted to  non-employees  of  $5,836,724  in addition to increased
salaries  resulting  from  significant  Company  growth and increased  legal and
professional costs from business acquisitions and related public filings.

The Company  incurred a loss from  operations of $7,067,490  for the nine months
ended March 31, 2000  compared  with an  operating  loss of $38,687 for the nine
months ended March 31, 1999. The increase in operating loss during the period is
also  related to the  increase in general  and  administrative  costs  discussed
above.

Net  interest  expense  for the nine  months  ended  March 31,  2000 of  $48,588
compares to net interest  expense during the nine months ended March 31, 1999 of
$0. The reason for this  increase  is due to an increase  in  outstanding  debt.
After  interest  expense,  the net loss for the nine months ended March 31, 2000
was $7,116,078, or $0.09 loss per share, compared to net loss of $38,687 for the
nine months ended March 31, 1999.

Liquidity and Capital Resources:

The  Company  has funded  its  operations  to date  primarily  from  shareholder
advances and stock  subscriptions  received.  At March 31, 2000, the Company had
cash and cash equivalents of $1,983,745 and working capital of $2,034,350.

                                     - 17 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cash used by the Company for operating  activities  during the nine months ended
March 31, 2000 was $1,319,962. A primary component of the use of cash during the
nine months was the  Company's  net loss of  $7,116,078  adjusted  for  non-cash
adjustments  for  depreciation  and  amortization  of $45,013  and stock  option
expense of  $5,836,724.  Additional  uses of operating  cash for the nine months
included increases in the Company's accounts  receivable of $300,826,  inventory
of $41,732 and other current assets of $107,946. The uses in operating cash were
partially offset by cash provided of $97,750 from interest  payable,  $93,669 of
accounts  payable,  deferred  revenue  of  $77,499  and  commissions  payable of
$105,423.  Sources of cash from investing  activities  include  $21,248 from the
acquisition  of  Cognigen.  Additional  sources and uses of cash during the nine
months ended March 31, 2000 also include net proceeds  from the receipt of stock
subscriptions of $5,140,087, capital expenditures of $187,628, payments on notes
payable  of  $910,000  and  a  distribution   in  connection  with  the  reverse
acquisition.

The  Company  currently  has three  notes with  total  outstanding  balances  of
$690,000.  Two of these notes are due in July 2000 while the  remaining  note is
due November 2000.

The Company believes its current liquidity requirement primarily will be to meet
working capital  requirements.  The Company has no planned  significant  capital
expenditures in the foreseeable  future.  Cash generated from operations was not
sufficient to meet working capital  requirements for the nine months ended March
31, 2000, and may not be sufficient to meet working capital requirements for the
foreseeable  future.  Therefore,  additional  debt or  equity  financing  may be
required for the Company to satisfy its short term capital  needs.  There can be
no  assurances  that the  Company  will be able to generate  additional  debt or
equity financing if needed.

The Company advanced $570,000 to Aquila International  Telecommunications,  Inc.
(Aquila) in connection with a carrier service agreement.  This agreement was for
performing services for migrating customers from the Company's customer lists to
active  status  switching  services and full customer  maintenance.  The Company
acquired all of the outstanding  common stock of Aquila in April 2000 by issuing
2,041,445 shares of its common stock. The required financial  statements and pro
forma  information will be included in the Company's Current Report on Form 8K/A
anticipated to be filed with the Securities and Exchange  Commission  within the
required timeline.

Acquila  maintains  two  customer  databases   containing  archived  names  with
historical records of long distance telecommunication service users, to which we
intend to devote substantial efforts during the future months to transform these
names into active customer accounts.

                                     - 18 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                         Commission File Number: 0-11730

                          Quarter Ended March 31, 2000

                                  Form 10-QSB/A

                           PART II - OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K

a)       Exhibits

         27       Financial Data Schedule

b)       Reports on Form 8-K

         On March 21, 2000, a Current Report on Form 8-K was filed that reported
a  change  in  Silverthrone's  independent  accountants  under  Item 4 and  that
included a letter from Silverthorne's  previous  accountants as an exhibit under
Item 7(c).

         On March 8, 2000, a Current  Report on Form 8-K was filed that included
the  financial   statements   of   Inter-American   Telecommunications   Holding
Corporation  and Cognigen  Corporation  under Item 7(a) and pro forma  financial
information  under  Item  7(b) and the  Stock  Purchase  and  Asset  Acquisition
Agreement by and among  Inter-American  Telecommunications  Holding Corporation,
Silverthorne Production Company, et al. was filed as an exhibit under Item 7(c).

         On  February  14,  2000,  a Current  Report on Form 8-K was filed  that
included a press release that was filed as an exhibit under Item 7(c).

         On  January  18,  2000,  a Current  Report  on Form 8-K was filed  that
reported   a  change  in  the   number  of   shares   owned  by   Inter-American
Telecommunications  Holding  Corporation  after the  closing of the  transaction
between Silverthorne and Inter-American  Telecommunications  Holding Corporation
under Item 2 and that included the Amendment  dated  December 27, 1999, to Stock
Purchase and Asset Acquisition  Agreement by and among  Silverthorne  Production
Company,  Inter-American  Telecommunications  Holding Corporation,  et al. as an
exhibit under Item 7(c).

         On  January  3,  2000,  a Current  Report  on Form 8-K was  filed  that
reported a change in the transaction  between  Silverthorne  and  Inter-American
Telecommunications  Holding  Corporation  under  Item 2 and  that  included  the
Amendment  dated  December 27,  1999,  to Stock  Purchase and Asset  Acquisition
Agreement  by  and  among  Silverthorne   Production   Company,   Inter-American
Telecommunications Holding Corporation, et al. as an exhibit under Item 7(c).

                                     - 19 -


<PAGE>


                             COGNIGEN NETWORKS, INC.

                   (FORMERLY SILVERTHORNE PRODUCTION COMPANY)

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

SILVERTHORNE PRODUCTION COMPANY



By: /s/ Darrell H. Hughes
    ---------------------
      Darrell H. Hughes
      President and Chief Executive
      Officer

By:  /s/ David G. Lucas
     -------------------
      David G. Lucas

      Chief Financial Officer

Denver, Colorado
November 14, 2000

                                     - 20 -