`UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 2004

                                       OR

                 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT
                  For the transition period from _____ to _____

                         Commission File Number 0-11730

                             COGNIGEN NETWORKS, INC.
        (Exact name of small business issuer as specified in its charter)

                       Colorado                84-1089377
           (State or other jurisdiction of   (I.R.S. Employer
            incorporation or organization)   Identification No.)

                         6405 218th Street SW, Suite 305
                           Mountlake Terrace, WA 98043
                    (Address of principal executive offices)

                                 (425) 329-2300
                           (Issuer's Telephone number)

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No   

                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                            January 31, 2005
------------------------------------             -------------------------

Common Stock, $.001 par value                          8,753,972
                                                 -----------------------

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



                             COGNIGEN NETWORKS, INC.



                         Commission File Number: 0-11730
                         Quarter Ended December 31, 2004



                                  FORM 10-QSB/A

Part I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Consolidated Balance Sheets

Unaudited Consolidated Statements of Operations

Unaudited Consolidated Statements of Cash Flows

Notes to Unaudited Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis or Plan of Operation

Item 3.  Controls and Procedures


Part II - OTHER INFORMATION

Item 1.    Legal Proceedings

Item 4.    Submission of Matters to a Vote of Security Holders

Item 6.    Exhibits


Signatures



                             COGNIGEN NETWORKS, INC.

                         Part I - Financial Information

Item 1. Financial Statements

                           Consolidated Balance Sheets

                                                                                     December 31,      June 30,
                                                                                         2004            2004
                                                                                     ------------    ------------
                                                                                         Unaudited
                                                             Assets
Current assets
   Cash ..........................................................................   $    155,365    $    213,611
   Accounts receivable, net ......................................................        476,701         481,092
   Commissions receivable, net ...................................................        806,939         773,168
   Inventory .....................................................................          8,903          15,543
   Other current assets ..........................................................         41,231          52,210
                                                                                     ------------    ------------
         Total current assets ....................................................      1,489,139       1,535,624
                                                                                     ------------    ------------

Non-current assets
   Property, plant and equipment, net ............................................         14,024          16,847
   Deposits and other assets .....................................................         49,151          60,424
                                                                                     ------------    ------------
         Total non-current assets ................................................         63,175          77,271
                                                                                     ------------    ------------

Total assets .....................................................................   $  1,552,314    $  1,612,895
                                                                                     ============    ============

                                             Liabilities and Stockholders' Deficit
Current liabilities
   Accounts payable ..............................................................   $    606,861    $    670,416
   Accrued liabilities ...........................................................        327,188         444,098
   Commissions payable ...........................................................        823,456         811,729
   Current portion of deferred commissions .......................................        500,398         511,200
   Receivables financing arrangement .............................................        199,900         308,100
   Other current liabilities .....................................................           --             1,638
                                                                                     ------------    ------------
         Total current liabilities ...............................................      2,457,803       2,747,181

Deferred commissions less current portion ........................................           --           237,346
Other long-term liabilities ......................................................          1,030          68,391
                                                                                     ------------    ------------
         Total liabilities .......................................................      2,458,833       3,052,918
                                                                                     ------------    ------------

Stockholders' deficit
   Preferred stock no par value, 20,000,000 shares authorized, 500,000 shares
    issued and outstanding, $1.00 per share liquidation preference ...............        450,000         450,000
   Common stock $.001 par value, 300,000,000 shares authorized; 8,753,972 issued
    and outstanding as of  December 31, 2004 and June 30, 2004 ...................          8,754           8,754
   Additional paid-in capital ....................................................     11,954,331      11,954,331
   Accumulated deficit ...........................................................    (13,319,604)    (13,853,108)
                                                                                     ------------    ------------
         Total stockholders' deficit .............................................       (906,519)     (1,440,023)
                                                                                     ------------    ------------
Total liabilities and stockholders' deficit ......................................   $  1,552,314    $  1,612,895
                                                                                     ============    ============

            See notes to unaudited consolidated financial statements.



                             COGNIGEN NETWORKS, INC.

                 Unaudited Consolidated Statements of Operations


                                               Three Months Ended             Six Months Ended
                                                   December 31,                 December 31,
                                           --------------------------    --------------------------
                                              2004           2003            2004          2003
                                           -----------    -----------    -----------    -----------
                                            Unaudited      Unaudited      Unaudited     Unaudited
Revenue
   Marketing commissions ...............   $ 1,369,035    $ 1,229,612    $ 2,615,256    $ 2,622,971
   Telecommunications ..................     1,550,833      1,594,118      3,049,456      2,817,360
   Other ...............................          --           (6,944)          --              432
                                           -----------    -----------    -----------    -----------
     Total revenue .....................     2,919,868      2,816,786      5,664,712      5,440,763
                                           -----------    -----------    -----------    -----------

Operating expenses
   Commissions:
        Marketing ......................       707,834        554,768      1,338,248      1,291,668
        Telecommunications .............       230,333        189,213        453,975        352,701
   Telecommunications ..................       830,744        797,253      1,691,379      1,500,683
   Selling, general and administrative .       914,227      1,005,298      1,681,727      2,184,617
   Depreciation and amortization .......         3,292         21,565          8,315         44,801
                                           -----------    -----------    -----------    -----------
     Total operating expenses ..........     2,686,430      2,568,097      5,173,644      5,374,470
                                           -----------    -----------    -----------    -----------

Income from operations .................       233,438        248,689        491,068         66,293
Interest expense .......................       (12,518)       (11,706)       (25,786)       (22,210)
                                           -----------    -----------    -----------    -----------

Income before income taxes .............       220,920        236,983        465,282         44,083

Income taxes ...........................          --             --             --             --
                                           -----------    -----------    -----------    -----------
Net income .............................       220,920        236,983        465,282         44,083

Preferred dividends ....................       (10,000)       (10,000)       (20,000)       (20,000)
                                           -----------    -----------    -----------    -----------

Net income attributable to
  common shareholders ..................   $   210,920    $   226,983    $   445,282    $    24,083
                                           ===========    ===========    ===========    ===========

Income per common share-
  basic and diluted ....................   $       .02    $       .02    $       .05    $       .00
                                           ===========    ===========    ===========    ===========

Weighted average number of common shares
  outstanding:
         Basic .........................     8,753,972      9,553,972      8,753,972      9,553,972
                                           ===========    ===========    ===========    ===========

         Diluted .......................     8,759,100      9,553,972      8,759,100      9,553,972
                                           ===========    ===========    ===========    ===========

            See notes to unaudited consolidated financial statements.



                             COGNIGEN NETWORKS, INC.

                 Unaudited Consolidated Statements of Cash Flows


                                                                             Six Months Ended
                                                                               December 31,
                                                                           ----------------------
                                                                              2004        2003
                                                                           ---------    ---------
                                                                           Unaudited    Unaudited
Cash flows from operating activities
   Net income ..........................................................   $ 465,282    $  44,083
                                                                           ---------    ---------
   Adjustments to reconcile net income to net cash provided by operating
    activities:
     Depreciation and amortization .....................................       8,315       44,801
     Bad debt expense ..................................................     120,289       41,660
     Changes in assets and liabilities:
       Accounts receivable .............................................    (115,898)    (352,727)
       Commissions receivable, net .....................................     (33,771)      28,583
       Inventory .......................................................       6,640       13,294
       Deposits and other assets .......................................      10,979        3,323
       Accounts payable ................................................     (63,555)     148,783
       Commissions payable .............................................      11,727         (784)
       Accrued liabilities .............................................    (116,910)      60,743
       Other current liabilities .......................................      (1,638)     (33,477)
       Other ...........................................................      12,134       19,461
                                                                           ---------    ---------
                                                                            (161,688)     (26,340)
                                                                           ---------    ---------
         Net cash provided by operations ...............................     303,594       17,743
                                                                           ---------    ---------

Cash flows from investing activities
   Capital expenditures ................................................      (5,492)      (2,746)
   Increase in investments to Intandem .................................        --       (214,647)
                                                                           ---------    ---------
         Net cash used in investing activities .........................      (5,492)    (217,393)
                                                                           ---------    ---------

Cash flows from financing activities
   Payments on deferred commissions ....................................    (248,148)    (260,845)
   Decrease in receivables financing arrangement .......................    (108,200)        --
   Proceeds from notes payable .........................................        --         85,475
   Payment on notes payable ............................................        --        (25,000)
                                                                           ---------    ---------
         Net cash used in financing activities .........................    (356,348)    (200,370)
                                                                           ---------    ---------

Net decrease in cash and cash equivalents ..............................     (58,246)    (400,020)

Cash and cash equivalents-beginning of period ..........................     213,611      412,992
                                                                           ---------    ---------

Cash and cash equivalents-end of period ................................   $ 155,365    $  12,972
                                                                           =========    =========

Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions
     Cash payments for interest expense during the six months ended December 31,
     2004 and 2003 were $25,786 and $25,000, respectively.

           See notes to unaudited consolidated financial statements.



                             COGNIGEN NETWORKS, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Description of Business

Cognigen Networks,  Inc. (the Company) was incorporated in May 1983 in the State
of Colorado to engage in the  cellular  radio and  broadcasting  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  (Silverthorne)
and  commenced  operations in the oil and gas industry.  These  operations  were
discontinued in 1989.  Between 1989 and 1999,  Silverthorne  attempted to locate
acquisition prospects and negotiate an acquisition. Silverthorne's pursuit of an
acquisition did not materialize until August,  1999, with the acquisition of the
assets of Inter-American  Telecommunications  Holding Corporation (ITHC),  which
was accounted for as a reverse  acquisition.  The surviving  entity  changed its
name to Cognigen Networks, Inc. on July 12, 2000. The Company is an Internet and
relationship   enabled   marketer  of  long  distance   telephone  and  personal
communications  services.  Revenue is  generated in two ways.  First,  marketing
commissions revenue is generated from a number of vendors who are represented on
the Company's  agent web sites and for whom the Company sells their products and
services  via  contractual  agreements.  Second,  telecommunications  revenue is
generated  through  sales of the  Company's  proprietary  products  and services
through the Company's agent web sites.

Note 2 - Summary of Significant Accounting Policies

The  accompanying  consolidated  financial  statements  include the  accounts of
Cognigen Networks,  Inc. and its subsidiaries,  Cognigen Switching Technologies,
Inc. (CST) through January 31, 2004 and Intandem Communications Corp. (Intandem)
since February 1, 2004. See Note 8 regarding  information  regarding the sale of
CST and Note 4 for  information  on  Intandem.  All  intercompany  accounts  and
transactions  have  been  eliminated  in   consolidation.   In  the  opinion  of
management,  all adjustments,  consisting only of normal recurring  adjustments,
have been made to (a) the unaudited  consolidated  statements of operations  for
the three and six months ended December 31, 2004 and 2003, respectively, (b) the
unaudited  consolidated  balance  sheet  as of  December  31,  2004  and (c) the
unaudited  consolidated  statements  of cash  flows  for the  six  months  ended
December  31,  2004 and  2003,  respectively,  in  order  to make the  financial
statements not misleading.

The Company has not recorded a provision  for income taxes for the three and six
months ended  December  31, 2004 and 2003.  The Company has net  operating  loss
carryforwards to offset taxable income in these periods.

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, 2004,  included in the
Company's  Annual Report on Form 10-KSB filed with the  Securities  and Exchange
Commission.

The preparation of the consolidated  financial statements requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period.

The  results  for the three  and six  months  ended  December  31,  2004 may not
necessarily  be  indicative  of the  results for the fiscal year ending June 30,
2005.

On November 21, 2001, the Company entered into a Stock Redemption Agreement with
a stockholder,  in which the stockholder agreed to sell to the Company 2,712,501
shares of the Company's  common stock, at  approximately  $.77 per share,  which
approximated  market value,  in exchange for  potential  future  commissions  of
$2,088,622 on certain  customers,  as defined in the agreement.  The shares were
purchased  in December  2001.  Deferred  commissions  payable are being paid out
based upon  commissions  earned as defined in the agreement.  The agreement does
not guarantee  that  commissions  will be earned.  As of December 31, 2004,  the
remaining balance of deferred commissions payable was $500,398.  The Company has
classified the entire balance as current based on historical commissions.  After
the  $500,398  of  deferred   commissions  has  been  earned  and  paid  to  the
stockholder,  commissions  will  continue  to be  paid  to the  stockholder  and
recorded as marketing  commissions  expense in the statement of operations.  Had
the  payments  of  $125,601  and  $248,148  for the three and six  months  ended
December 31, 2004, respectively,  been recorded as marketing commissions expense
instead of a reduction  of deferred  commissions  payable on the balance  sheet,
marketing  commissions  expense would have been higher by $125,601 and $248,148.
The  Company  does  not  anticipate   recording   these  payments  as  marketing
commissions expense until sometime in the year ending June 30, 2006.

The  following  presents a proforma  table of certain  statement  of  operations
accounts for the three and six months  ended  December 31, 2004 that reflect the
increase in commissions  expense had the payments to the stockholder,  described
in  the  preceding  paragraph,  during  these  periods  been  accounted  for  as
commissions expense rather than a reduction to deferred commissions payable.

                                               Pro Forma Three  Pro Form Six
                                                Months Ended    Months Ended
                                                December 31,    December 31,
                                                    2004           2004
                                                 ----------     ------------

Total revenue ................................   $2,919,868     $5,664,712
                                                 ----------     ----------

Operating expenses:
   Marketing commissions .....................    1,063,768      2,040,371
   Telecommunications ........................      830,744      1,691,379
   Selling, general and administrative .......      914,227      1,681,727
   Depreciation and amortization .............        3,292          8,315
                                                 ----------     ----------
         Total operating expenses ............    2,812,031      5,421,792
                                                 ----------     ----------

Income from operations .......................   $  107,837     $  242,920
                                                 ==========     ==========

Net income attributable to common shareholders   $   85,319     $  197,134
                                                 ==========     ==========

Income per common share - basic and diluted ..   $      .01     $      .02
                                                 ==========     ==========

Certain   amounts  in  prior   consolidated   financial   statements  have  been
reclassified to conform to the current presentation.


Note 3 -Note Receivable

As of December 31, 2004, the Company has a note  receivable  outstanding  with a
net book value of zero from  American  Communications,  LLC  (formerly  known as
American Internet Communications,  LLC) in accordance with a $300,000 Promissory
Note and Agreement due in October 2004, originally recorded on the balance sheet
at $77,500.  This note bears interest at 12% payable annually, is secured by the
personal  guaranty of the  principals  of American  Communications,  and was due
October 4, 2004.  The  Company  agreed to payment on the note of  $100,000  plus
$2,000 in  attorneys'  fees as full  satisfaction  of the note,  if paid by July
2004.  All but  $20,000  was paid by the due date  which  put the  agreement  in
default and the $80,000  received was applied to interest on the original  note.
Subsequently,  $21,000 was  received  and applied to interest  outstanding.  The
remaining  balance of  approximately  $300,000  remains due and in default.  The
Company  has  filed  a  lawsuit  against  American  Communications  and  the two
guarantors of the note to attempt to collect the remaining balance due.


Note 4 - Acquisition of Intandem

On April 1, 2003, the Company and certain principals of Intandem entered into an
agreement (Funding Agreement) pursuant to which the Company agreed to provide up
to $448,093 in a series of loans to  Intandem.  Effective  February 1, 2004,  by
mutual  agreement of the  principals  of Intandem  and the Company,  the Funding
Agreement was terminated and a separate  agreement,  the  Termination of Funding
Agreement and Settlement Agreement (Termination Agreement), was entered into.

The  Termination  Agreement  provided  that  the  Company  would  convert  notes
receivable  outstanding  at the time of  $387,399  into 100% of the  outstanding
stock of  Intandem  in  exchange  for  payments  of $10,000  per month for eight
months,  assumption of up to approximately $45,000 in liabilities,  cancellation
of all  employment  contracts of the Intandem  principals  and  cancellation  of
options to purchase common stock of the Company.  All required amounts have been
funded under the Funding Agreement and Termination  Agreement.  Due to questions
of recoverability of amounts funded under the Termination Agreement, a provision
of $494,149 was taken in the  statement of operations in the year ended June 30,
2004.

In conjunction with the transaction with InTandem,  a consultant was to be paid,
under its  consulting  agreement with the Company,  a commission  that was being
negotiated with the Company.  In October 2004, the Company and consultant agreed
that $20,000 of a  combination  of stock and cash was owed by the Company to the
consultant  in connection  with the Intandem  transaction.  However,  because we
bought Intandem, the consultant agreed to waive this commission.


Note 5 -Receivables Financing Arrangement

The balance of  receivables  financing  arrangement  as of December  31, 2004 is
$199,900.  This  represents the amount of commissions  receivable that have been
sold under an  Accounts  Receivable  Purchase  Agreement  (Receivables  Purchase
Agreement) with a bank. The Receivables  Purchase  Agreement  provides for up to
$1,250,000 in commissions receivable to be used as collateral for advances under
the Receivables Purchase Agreement,  of which 75% of the commissions  receivable
balances are  available in cash  advances to the Company.  Interest  charges are
1.3% per month on the commissions receivable balances used as collateral.


Note 6 -Stockholders' Deficit

On October 17, 2002, the Company issued 500,000 shares of 8% Convertible  Series
A  Preferred  Stock  (Preferred  Stock).  Each share of the  Preferred  Stock is
convertible, at the option of the holder, into one share of the Company's common
stock  for a  period  of five  years.  At that  time,  the  Preferred  Stock  is
automatically  converted  to common  stock.  The  Preferred  Stock does not have
voting rights and has a liquidation preference of $1.00 per share.

Dividends on the Preferred  Stock are  cumulative at the rate of 8% per annum of
the  liquidation  value,  $1.00 per  share,  are  payable  in cash,  when and if
declared by the Board of  Directors,  and are  preferential  to any other junior
securities, as defined. The Company has not accrued for dividends on the balance
sheet  for the  Preferred  Stock as the  Board  of  Directors  has not  declared
dividends.  As of December 31, 2004, total undeclared  cumulative dividends that
would have been payable if declared was $88,222.


Note 7 - Stock Options and Warrants

The Company has  established the 2001 Incentive and  Non-statutory  Stock Option
Plan (the Plan),  which  authorizes  the issuance of up to 625,000 shares of the
Company's  common  stock.  The Plan  will  remain in effect  until  2011  unless
terminated  earlier by an action of the Board. All employees,  board members and
consultants of the Company are eligible to receive options under the Plan at the
discretion  of the Board.  Options  issued under the Plan vest  according to the
individual option agreement for each grantee.

During the six months  ended  December  31, 2004 and 2003,  the Company  granted
10,000 and zero options, respectively, to employees to purchase shares of common
stock of the  Company.  The prior year  options  that were grated  vested  5,000
immediately and 5,000 in one year, were  exercisable at market value and expired
five years from the date of grant.

As of December 31, 2004, the number of stock options  outstanding under the Plan
was 475,000.

As of December 31, 2004, the number of stock options  outstanding  not under any
plan was 25,000.  1,000,000  options  exercisable  at $3.68 per share expired in
August 2004.

As of December 31, 2004,  there were 1,050,000  warrants  outstanding  that were
exercisable into shares of common stock of the Company. In October 2004, 150,000
warrants that were exercisable at $.50 per share expired unexercised.

Note 8 - Stock for Stock Exchange Agreement

On May 12, 2004,  after approval by the Board of Directors,  the Company entered
into a Stock for Stock Exchange Agreement with Jimmy L. Boswell, David G. Lucas,
Reginald W. Einkauf and John D. Miller (collectively the Principals) pursuant to
which the  Principals  agreed to  exchange  with the  Company a total of 800,000
shares of the  Company's  common  stock owned by the  Principals  for all of the
outstanding  common stock of the  Company's  wholly-owned  subsidiary,  CST, and
warrants to purchase  200,000  shares of the  Company's  common stock  effective
February 1, 2004.  The  closing  occurred  on May 21,  2004.  At the closing CST
entered  into a Master  Services  Agreement  (MSA) to provide the  Company  with
telecommunications rating, billing,  provisioning,  customer care, commissioning
and database  management  for a fee. The MSA was effective  February 1, 2004 and
goes for one year periods  unless  terminated by either party at the end of each
period with a 30 day notice.




       Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

We are an Internet and relationship  enabled marketer of long distance telephone
and personal  communications  services.  We earn revenue in two ways.  First, we
earn  commissions  revenue from a number of outside vendors whom we represent on
our agent web  sites  and sell  their  products  and  services  via  contractual
agreements.  Second, we earn telecommunications revenue through sales of our own
proprietary products and services through our agent web sites.

We made a major  strategic  transition  in our business  profile and delivery of
products  and services  over the past  nineteen  months.  In addition to earning
commissions on the sale of the services and products of outside vendors,  we are
now selling more of our own proprietary  branded products and services.  Because
we show the total  revenue for these  customers,  not just a  commission  on the
revenue of outside vendors products and services, we generate approximately five
to seven  times as much  revenue on an  equivalent  customer  usage.  Our profit
margins on our own proprietary  products and services are somewhat less compared
to the profit  margins we recognize  from  selling  products and services of our
outside  vendors but our overall net income can be much higher  because there is
five to seven times as much revenue.

Through the acquisition of multiple state licenses,  billing  capability and new
distribution  channels,  we can grow revenue,  maintain  closer contact with our
customers,  and control  bottom line  retention  and  contribution  to a greater
degree on sales of our own proprietary products and services.

We had net income of $220,920  and  $465,282  for the three and six months ended
December  31,  2004.  This net income in large part was derived from our actions
taken during the past year to reduce costs and to diversify our product line. We
are  undertaking  other  initiatives  aimed at  providing  our agents  with more
attractive and competitive product offerings, improving our proprietary products
and services, and expanding our vendor relationships.

Three Months Ended December 31, 2004 Compared to Three Months Ended December 31,
2003

Total  revenue for the three  months  ended  December  31,  2004 was  $2,919,868
compared to $2,816,786 for 2003.  Marketing  commissions  revenue was $1,369,035
for 2004 compared to $1,229,612 for the prior year.  Telecommunications  revenue
was $1,550,833 for 2004 as compared to $1,594,118 for the prior year.

Marketing  commissions  revenue for 2004 increased $139,423 from that of 2003 or
11%.  This increase  reflects  initiatives  we have taken to increase  marketing
commissions  revenue.  We have entered into agreements to market  additional and
new  products  that are in  demand.  We have also  emphasized  customer  service
reducing  our  response  time to  customer  inquiries  and  order  verification.
Marketing  additional and new products and better  customer  service have helped
increase marketing commissions revenue.

Telecommunications  revenue  decreased $43,285 for 2004 compared to 2003, or 3%.
This decrease resulted from an increase in  telecommunications  revenue from the
sale of new  proprietary  products and services  offset by a decrease  resulting
from the sale of our former subsidiary  Cognigen  Switching  Technologies,  Inc.
(CST). Our proprietary  customer base increased by approximately 4,500 customers
when comparing this quarter to that of the prior year.  This increase,  however,
was offset by a decrease in proprietary products and services resulting from our
sale of CST  effective  February 1, 2004.  As part of the sale,  CST  maintained
approximately  $70,000 in monthly  telecommunications  revenue  and the  related
customers that use these products and services.

Marketing  commissions  expense increased from $544,768 for 2003 to $707,834 for
2004, an increase of $153,066,  or 28%. This increase  correlates to an increase
in marketing commissions revenue explained above. The higher percentage increase
in  marketing   commissions  expense  compared  to  the  increase  in  marketing
commissions  revenue  results  from a  difference  in product  mix  between  the
periods.

Telecommunications  commissions  expense  increased  from  $189,213  for 2003 to
$230,333 for 2004, an increase of $41,120. This increase is a result of a change
in mix of the sale of these proprietary products and services resulting from the
loss of the CST products and services which were paid a lower  commission  rate.
In  addition,  commissions  expense  being  paid to  Intandem  agents  is higher
currently  than in the prior year,  which is a result of the mix of products and
services being sold by these agents.

Had the  payments  to a  shareholder  described  in  Note 2 to the  Consolidated
Financial Statements been recorded as marketing commissions expense instead of a
reduction  of  deferred  commissions  payable on the  balance  sheet,  marketing
commissions  expense would have been higher by $125,601,  therefore reducing net
income by this same amount.  We do not  anticipate  recording  these payments as
marketing commissions expense until sometime in the year ending June 30, 2006.

Telecommunications  expense, or carrier costs,  increased from $797,253 for 2003
to $830,744 for 2004, or an increase of $33,491, or 4%. This increase is largely
related to higher carrier costs.

Our operating profit margin,  defined as revenue less  commissions  expenses and
telecommunications  carrier  costs,  has  decreased for 2004 compared to 2003 by
$124,595 or 10%. This decrease  results from mix changes in both our  commission
revenue and our  telecommunications  revenue to higher  commission  products and
services and from higher carrier costs on telecommunications revenue.

Selling, general and administrative expenses decreased $91,071 for 2004 compared
to 2003, or 9%. This  decrease is largely  attributed to decreases in legal fees
and  salaries  and related  benefits  expenses of  approximately  $313,000.  The
decrease in salaries  and related  benefits is $288,769 of this  decrease and is
largely  attributed  to the sale of CST. This decrease is offset by fees paid to
CST for servicing  our  telecommunications  customers of $152,451 for 2004.  Bad
debt expense  increased  $86,758 over the prior year due to the increased number
of proprietary customer accounts.

The decrease in depreciation  and  amortization of $18,273 results from the sale
of CST previously explained.

Interest  expense  for  2004 of  $12,518  is  consistent  with  that for 2003 of
$11,706.

Six Months  Ended  December 31, 2004  Compared to Six Months Ended  December 31,
2003

Total revenue for the six months ended December 31, 2004 was $5,664,712 compared
to $5,440,763 for 2003.  Marketing  commissions  revenue was $2,615,256 for 2004
compared  to  $2,622,971  for the prior  year.  Telecommunications  revenue  was
$3,049,456 for 2004 as compared to $2,817,360 for the prior year.

Marketing  commissions  revenue for 2004 decreased $7,715 from that of 2003. The
second quarter of fiscal 2005 contributed increased commissions revenue compared
to the same  quarter  for  fiscal  2004.  The  second  quarter  activity  helped
compensate for a decrease in marketing commissions revenue for the first quarter
compared  to the same period in the prior year,  as a result of  initiatives  we
have taken to increase  marketing  commissions  revenue.  We have  entered  into
agreements to market  additional  and new products  that are in demand.  We have
also  emphasized  customer  service  reducing  our  response  time  to  customer
inquiries  and order  verification.  Marketing  additional  and new products and
better customer service have helped increase marketing commissions revenue.

Telecommunications  revenue increased $232,096 for 2004 compared to 2003, or 8%.
This increase resulted from an increase in  telecommunications  revenue from new
proprietary  products  and services  being sold,  offset by the transfer of some
revenue to CST in their sale  mentioned  below.  Our  proprietary  customer base
increased by approximately 6,800 customers when comparing this period to that of
the prior year.,  again  partially  offset by the transfer of some  products and
their  customers  resulting from our sale of CST effective  February 1, 2004. As
part  of  the  sale,   CST   maintained   approximately   $70,000   in   monthly
telecommunications revenue and the related customers that use these products and
services.

Marketing  commissions  expense increased from $1,291,668 for 2003 to $1,338,248
for 2004,  an increase of $46,580,  or 4%. This increase is a result of a change
in mix of products and services being sold.

Telecommunications  commissions  expense  increased  from  $352,701  for 2003 to
$453,975 for 2004, an increase of $101,274, or 29%. This increase is a result of
an increase in the mix to higher telecommunications  services resulting from the
transfer of some  services to CST noted above In addition,  commissions  expense
being paid to Intandem agents is higher currently than in the prior year, due to
the mix of products and services being sold by these agents.

Had the  payments  to a  shareholder  described  in  Note 2 to the  Consolidated
Financial Statements been recorded as marketing commissions expense instead of a
reduction  of  deferred  commissions  payable on the  balance  sheet,  marketing
commissions  expense would have been higher by $248,148,  therefore reducing net
income by this same amount.  We do not  anticipate  recording  these payments as
marketing commissions expense until sometime in the year ending June 30, 2006.

Our  operating   profit  margin,   defined  as  revenue  less   commissions  and
telecommunications expenses, has decreased for 2004 compared to 2003 by $94,601,
or 4%. . This decrease  results from mix changes in both our commission  revenue
and our  telecommunications  revenue to higher commission  products and services
and from higher carrier cost on telecommunications revenue.

Telecommunications  expense or carrier costs  increased from $1,500,683 for 2003
to  $1,691,379  for 2004 or an increase of  $190,696  or 13%.  This  increase is
primarily a result of increased  carrier costs and the mix change resulting from
certain products and services transferred to CST as noted above.

Selling,  general  and  administrative  expenses  decreased  $502,890  for  2004
compared to 2003, or 23%.  This  decrease is largely  attributed to decreases in
legal fees and salaries and related benefits expenses of approximately $780,000.
The decrease in salaries and related  benefits is $618,732 of this  decrease and
is largely  attributed  to the sale of CST. This decrease is offset by fees paid
to CST for servicing our telecommunications  customers of $281,483 for 2004. Bad
debt expense  increased  $78,629 over the prior year due to the increased number
of proprietary customer accounts.

The decrease in depreciation  and  amortization of $36,486 results from the sale
of CST previously explained.

Interest expense for 2004 of $25,786 is consistent with that for 2003 of $22,210.

Liquidity and Capital Resources

We have  historically  funded our operations  primarily from sales of securities
and  operations.  As of December  31, 2004 we had cash and cash  equivalents  of
$155,365 and negative  working capital of $968,664.  Cash provided by operations
during  the six  months  ended  December  31,  2004 was  $303,594.  Cash used in
financing activities of $356,348 included the payment of deferred commissions of
$248,148 and a decrease in the receivables financing arrangement of $108,200.

We have a balance  outstanding under a receivables  financing  arrangement as of
December  31,  2004  of  $199,900.  This  represents  the  amount  of  marketing
commissions receivable that have been sold under an Accounts Receivable Purchase
Agreement (Receivables Purchase Agreement) with a bank. The Receivables Purchase
Agreement provides for up to $1,250,000 in marketing  commissions  receivable to
be used as collateral for advances under the Receivables  Purchase  Agreement of
which 75% of the marketing commissions receivable balances are available in cash
advances to the Company.  Interest  charges are 1.3% per month on the  marketing
commissions  receivable  balances  used  as  collateral.  After  one  year,  the
Receivables Purchase Agreement is from year to year unless terminated in writing
by either party.  The Company is in compliance  with the terms and conditions of
the Receivables Purchase Agreement.

Cash  flows  generated  from  operations  and  from  our  receivables  financing
arrangement were sufficient to meet our working capital requirements for the six
months ended  December 31, 2004,  but may not be  sufficient to meet our working
capital  requirements  for the  foreseeable  future  or  provide  for  expansion
opportunities.   Currently,   we  are  slowly  reducing  our  average   balances
outstanding under our receivables financing  arrangement.  We have reduced costs
and expenses by reducing personnel, reducing or eliminating unwarranted expenses
and have sold CST, our former subsidiary,  which all combined have increased our
cash flows in excess of $50,000 per month from  certain  levels in 2004.  We are
looking at various  financing  and equity  opportunities  to provide  additional
working  capital or for expansion  opportunities  and continue to identify costs
and  expenses  that can be reduced or  eliminated.  There can be no assurance we
will be able to secure additional debt or equity financing, that we will be able
to  reduce or  eliminate  more  costs  and  expenses  or that  cash  flows  from
operations  will  produce  adequate  cash  flow to  enable us to meet all of our
future obligations or to be able to expand.  However, we believe that we will be
successful in producing  sufficient  cash flows from all  collective  sources to
continue for at least the next twelve months.

Forward Looking Statements

Certain of the information  discussed herein,  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 our  operating  results in the future in a material  way. Such
risks and uncertainties include,  without limitation,  our possible inability to
become  certified  as a reseller  in all  jurisdictions  in which we apply,  the
possibility that our proprietary  customer base will not grow as we expect,  our
possible  inability  to  obtain  additional  financing,  the  possible  lack  of
producing  agent  growth,  our  possible  lack of revenue  growth,  our possible
inability to add new products and services that generate  increased  sales,  our
possible lack of cash flows, our possible loss of key personnel, the possibility
of telecommunication  rate changes and technological changes and the possibility
of increased competition. Many of these risks are beyond our control. We are 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.

Item 3.      Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer and Chief  Financial  Officer,  we  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934) as of December 31, 2004. Based upon that  evaluation,  our Chief Executive
Officer and Chief Financial Officer concluded that, our disclosure  controls and
procedures  are effective in timely  alerting  them to the material  information
relating to us and our consolidated  subsidiaries required to be included in our
periodic filings with the Securities and Exchange Commission.

In preparing our audit for the year ended June 30, 2004, our auditors identified
potential  deficiencies  within our internal  control  framework  which have the
potential to result in a material  control  weakness.  These  potential  control
deficiencies  relate to the  manner in which we process  transactions  to record
telecommunications  revenue  and  related  accounts  receivable  as our  current
processes and procedures require substantive manual intervention, estimation and
reliance on several  sources of  information  that are not  integrated  with our
accounting system.

In addition,  our Chief  Financial  Officer  oversees our accounting and general
internal  control  process.  We are not such that we can  afford  the  luxury of
having other financial  accounting minded  management  members at his level that
would help either crosscheck or advise in the accounting or financial  reporting
process.  Although,  our Chief  Financial  Officer  is  constantly  involved  in
consultation with peers in the field of accounting and reporting, this situation
could potentially result in a material control weakness.

We continue to analyze  these  potential  control  deficiencies  and the actions
needed, if any, to address these potential deficiencies.

(b)  Changes in internal controls.

There were no  significant  changes  made in our  internal  controls  during the
period covered by this report or, to our knowledge,  in other factors that could
significantly affect these controls subsequent to the date of their evaluation.


                           Part II - Other Information

Item 1.  Legal Proceedings

In  September  2004,  we filed a lawsuit  against  American  Communications  LLC
(American Communications), David Stone (Stone) and Harry Gorlovesky (Gorlovesky)
in the Circuit Court of the Twentieth  Judicial  Circuit in and for Dade County,
Florida. In our complaint, we allege (1) that American Communications breached a
settlement  agreement  by not making all of the  $100,000 of  payments  required
thereunder  to payoff a promissory  note and  agreement  for  $300,000  that was
assigned  to and is owed  to us and we  demanded  judgment  of  $334,119  on the
promissory  note and agreement  plus interest from May 10, 2004: (2) that we are
owed $81,000 for a dishonored  check of $20,000  written as the last payment due
under the settlement agreement and (3) that Stone and Gorlovesky  guaranteed the
promissory  note and agreement and must pay the amount due under the  promissory
note and agreement plus our attorneys  fees,  cost and expenses in collecting on
the  promissory  note and  agreement.  American  Communications  and  Stone  and
Gorlovesky  have filed  answers  denying the claims in our complaint and setting
forth  certain  affirmative  defenses  which we have  denied.  In October  2004,
American  Communications  issued us a check for $21,000 as a complete settlement
of our claims. We returned the check to the attorney for American Communications
and  subsequently  sent a letter to the  attorney  for  American  Communications
stating that the check was not a complete settlement.  The attorney for American
Communications never signed the letter. We deposited the check in February 2005.
The  $21,000  will be  reduced  by any  attorneys  fees  that we have to pay our
attorney.  We will dismiss the claim for the dishonored  check and might have to
argue that, by depositing the $21,000 check, we did not waive our other claims.

Item 4.  Submission of Matters to a Vote of Security Holders

At our annual  meeting of  shareholders  held on December 6, 2004, for which did
not solicit proxies from  shareholders,  the following  items were approved,  as
indicated by the vote stated following each item:

     The first  sentence of Article III,  Section 2 of the bylaws was amended by
     adding the words "or by the shareholders" to the end thereof;

     The third paragraph of Article III,  Section 2 of the bylaws was amended to
     read,  "By June 1,  2005,  a  majority  of the board of  directors  must be
     independent  as that term is  defined  by the rules of the  American  Stock
     Exchange LLC or by the rules of The NASDAQ Stock Market,  whichever has the
     most lenient rules.";

     The last paragraph of Article III, Section 11, of the bylaws was amended by
     adding  the  following  sentences  thereto:  "The  Chairman  of  the  Audit
     Committee may not be a member of the Compensation  Committee.  The Chairman
     of the  Compensation  Committee may not be a member of the Audit Committee.
     The  provisions  of the last two sentences may only be amended by a vote of
     the shareholders."; and

     Two new sentences  were added to the beginning of Article IV,  Section 5 of
     the bylaws which read as follows.  "The directors  shall appoint from among
     their  members a director to serve as  chairman of the board of  directors.
     This  provision  of the  bylaws  may  only  be  amended  by a  vote  of the
     shareholders."

     For - 4,828,673 (all present at the meeting).                 Against - None

     That the number of  directors  to be voted on at the  meeting be reduced to
     six.

     For - 4,828,673 (all present at the meeting).                 Against - None

     The following  persons were unanimously  elected  directors:  Gary L. Cook,
     David L.  Jackson,  Christopher  R.  Seelbach,  Robert B.  Segal,  James H.
     Shapiro  and  Thomas S.  Smith to serve  until the next  Annual  Meeting of
     Shareholders or until their successors are elected and qualify.

     For - 4,828,673 (all present at the meeting).                 Against - None


Item 6. Exhibits


                  Exhibits and Index of Exhibits.

EXHIBIT NO.       DESCRIPTION AND METHOD OF FILING
-----------       ---------------------------------

2.1      Funding Agreement dated April 1, 2003, by and among us, InTandem
         Communications Corp., David B. Hurwitz,  Richard G. De Haven
         and Anthony  Sgroi  (except for  Schedule  B-Financial  Model and
         Schedule  E-Business  Plan and  Financial Statements)  (incorporated
         by reference to Exhibit 10.1 to our Current Report on Form 8-K filed
         on April 15, 2003).

2.2      Stock for Stock  Exchange  Agreement  dated May 12,  2004 by and among
         Jimmy L.  Boswell,  David G.  Lucas, Reginald W. Einkauf and John D.
         Miller  (incorporated  by reference to Exhibit 2.1 to our Current Report
         on Form 8-K filed on June 3, 2004).

3.1      Articles of  Incorporation  filed on May 6, 1983  (incorporated  by
         reference  to Exhibit 3.1 to our Annual Report on Form 10-KSB for the
         year ended June 30, 2000).

3.2      Articles of Amendment to our Articles of Incorporation  filed on
         June 23, 1988 (incorporated by reference to Exhibit 3.2 to our Annual
         Report on Form 10-KSB for the year ended June 30, 2000).

3.3      Articles of Amendment to our Articles of Incorporation  filed on
         July 12, 2000 (incorporated by reference to Exhibit 3.3 to our Annual
         Report on Form 10-KSB for the year ended June 30, 2000).

3.4      Articles of Amendment to our Articles of  Incorporation  filed on
         March 16, 2001  (incorporated by reference to our Quarterly Report on
         Form 10-QSB for the quarter ended March 31, 2001).

3.5      Articles of Amendment to our Articles of  Incorporation  filed on
         October 16, 2002  (incorporated  herein by reference to Exhibit 3.1 to
         our Current Report on Form 8-K filed on November 4, 2002).

3.6      Bylaws as amended through  December 28, 2004  (incorporated  by
         reference to Exhibit 3 to our Current Report on Form 8-K filed on
         January 3, 2005).

10.1     Purchase Agreement among us, Stanford  Financial Group Company,  Inc.
         and Stanford Venture Capital Holdings, Inc. (incorporated by reference
         to Exhibit 10 to our Current Report on Form 8-K filed on November 4, 2002).

10.2     Letter dated December 6, 2002, from us to eMaxDirect, LLC (incorporated
         by reference to Exhibit 10 to our Current Report on Form 8-K filed on
         December 10 2002).

10.3     Securities  Purchase  Agreement  dated February 10, 2003,  between us
         and David Stone and Harry  Gorlovezsky (incorporated by reference to
         Exhibit 10.1 to our Current Report on Form 8-K filed on April 24, 2003).

10.4     Option to Purchase Promissory Note and Agreement from us to David Stone
         and Harry Gorlovezsky  (incorporated by reference to Exhibit 10.2 to
         our Current Report on Form 8-K filed on April 24, 2003).

10.5     Form of Option to Purchase Common Stock  (incorporated  by reference to
         Exhibit 10.7 to our Annual Report on Form 10-KSB for the year ended
         June 30, 2000).

10.6     2001 Incentive and Nonstatutory  Stock Option Plan (incorporated by
         reference to Exhibit 10 to our Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 2001).

10.7     Stock  Redemption  Agreement  dated  November  30,  2001  between us,
         the  Anderson  Family  Trust,  Cantara Communications  Corporation,
         Kevin E. Anderson Consulting, Inc. (without Exhibits A and B)
         (incorporated by reference to Exhibit 10.1 to our Current Report on
         Form 8-K dated December 18, 2001).

10.8     Training Services  Framework  Agreement dated May 17, 2002, between us
         and e-Max Direct LLC (incorporated by reference to Exhibit 10.1 to our
         Current Report on Form 8-K dated filed on July 2, 2002).

10.9     Transitional  Supplemental  Consulting  Engagement  letter  dated
         July 11,  2002,  between  us and Kevin E. Anderson Consulting,  Inc.
         (incorporated by reference to Exhibit 10.10 to our Annual Report Form
         10-KSB for the year ended June 30, 2002).

10.10    Letter  Agreement  dated April 19,  2002,  between  Cognigen  Networks,
         Inc. and Troy D. Carl  (incorporated  by reference to Exhibit 10.11 to
         our Annual report on Form 10-KSB for the year ended June 30, 2002).

10.11    Consultancy   Engagement   Agreement  dated  September  9,  2002,  by
         and  between  Cognigen   Networks,   Inc  and  Combined Telecommunications
         Consultancy.  Ltd.  and  letter  dated  September  9,  2003  extending
         the  Consultancy Engagement  Agreement  (incorporated  by reference  to
         Exhibit  10.11 to our amended  Annual  Report on Form 10-KSB/A for the
         year ended June 30, 2003).

10.12    Modified  Supplemental  Consulting  Engagement  letter dated March 4,
         2003,  between us and Kevin  Anderson  (incorporated  by reference to
         Exhibit 10.12 to our amended Annual Report on Form 10-KSB/A for the
         year ended June 30, 2003).

10.13    Extension of Modified  Supplemental  Consulting  Engagement  Agreement
         dated  February 9, 2004 between us and Kevin  Anderson Consulting,  Inc.
         (incorporated  by reference to Exhibit 2.1 to our Quarterly Report on
         Form 10-QSB for the Quarter ended December 31, 2003).

10.14    Termination of Funding  Agreement and Settlement  Agreement dated
         February 5, 2004  (incorporated by reference to Exhibit 10.1 to our
         Quarterly Report on Form 10-QSB for the Quarter ended December 31, 2003).

10.15    Amendment  dated  September  9,  2004,  to  Consulting  Engagement
         Agreement  between  us  and  Combined   Telecommunications Consultancy,
         Ltd.  (incorporated  by reference to Exhibit 10.15 to our Annual Report
         on Form 10-KSB for the year ended June 30, 2004).

10.16    Accounts  Receivable  Purchase  Agreement  dated  December  26,  2003,
         between us and Silicon  Valley Bank  (incorporated  by reference to
         Exhibit 10.16 to our Annual Report on Form 10-KSB for the year ended
         June 30, 2004).

10.17    Accounts Receivable Purchase  Modification  Agreement dated November 22,
         2004 between us and Silicon Valley Bank (incorporated by reference to
         Exhibit 10.1 to our current report on form 8-K filed on December 10, 2004).

14.1     Code of Business  Conduct and Ethics.  (incorporated  by reference  to
         Exhibit 14.1 to our Annual  Report on Form 10-KSB for the year ended
         June 30, 2004).

21       Subsidiaries  (incorporated  by  reference  to Exhibit 21 to our Annual
         Report on Form  10-KSB for the year ended June 30, 2004).

31.1     Certification of Chief Executive Officer required by Rule 13a-14(a)

31.2     Certification of Chief Financial Officer required by Rule 13a-14(a)

32.1     Certification of Chief Executive Officer required by Section 906 of the
         Sarbanes-Oxley Act of 2002

32.2     Certification of Chief Financial Officer required by Section 906 of the
          Sarbanes-Oxley Act of 2002






                                   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.


COGNIGEN NETWORKS, INC.



By:      /s/ Thomas S. Smith                      Date: February 14, 2005
     ------------------------------------------------------------------
      Thomas S. Smith
      President and Chief Executive
      Officer

By:      /s/ Gary L. Cook                         Date: February 14, 2005
     ---------------------------------------------------------
      Gary L. Cook
      Chief Financial Officer






                                  EXHIBIT INDEX



EXHIBIT NO.       DESCRIPTION AND METHOD OF FILING
-----------       ---------------------------------

2.2               Funding Agreement dated April 1, 2003, by and among us,
                  InTandem  Communications Corp., David B. Hurwitz,  Richard G.
                  De Haven and Anthony  Sgroi  (except for  Schedule  B-Financial
                  Model and  Schedule  E-Business  Plan and  Financial Statements)
                  (incorporated by reference to Exhibit 10.1 to our Current Report
                  on Form 8-K filed on April 15, 2003).

2.2               Stock for Stock  Exchange  Agreement  dated May 12,  2004 by
                  and among  Jimmy L.  Boswell,  David G.  Lucas, Reginald W.
                  Einkauf and John D. Miller  (incorporated  by reference to
                  Exhibit 2.1 to our Current  Report on Form 8-K filed on
                  June 3, 2004).

3.1               Articles of  Incorporation  filed on May 6, 1983  (incorporated
                  by  reference  to Exhibit 3.1 to our Annual Report on Form 10-KSB
                  for the year ended June 30, 2000).

3.2               Articles of Amendment to our Articles of Incorporation  filed
                  on June 23, 1988 (incorporated by reference to Exhibit 3.2 to
                  our Annual Report on Form 10-KSB for the year ended June 30, 2000).

3.3               Articles of Amendment to our Articles of Incorporation  filed
                  on July 12, 2000 (incorporated by reference to Exhibit 3.3 to
                  our Annual Report on Form 10-KSB for the year ended June 30, 2000).

3.4               Articles of Amendment to our Articles of  Incorporation  filed
                  on March 16, 2001  (incorporated by reference to our Quarterly
                  Report on Form 10-QSB for the quarter ended March 31, 2001).

3.5               Articles of Amendment to our Articles of  Incorporation  filed
                  on October 16, 2002  (incorporated  herein by reference to Exhibit
                  3.1 to our Current Report on Form 8-K filed on November 4, 2002).

3.6               Bylaws as amended through  December 28, 2004  (incorporated  by
                  reference to Exhibit 3 to our Current Report on Form 8-K filed
                  on January 3, 2005).

10.1              Purchase Agreement among us, Stanford  Financial Group Company,
                  Inc. and Stanford Venture Capital Holdings, Inc. (incorporated
                  by reference to Exhibit 10 to our Current Report on Form 8-K filed
                  on November 4, 2002).

10.2              Letter dated December 6, 2002, from us to eMaxDirect,  LLC
                  (incorporated  by reference to Exhibit 10 to our Current Report
                  on Form 8-K filed on December 10 2002).

10.3              Securities  Purchase  Agreement  dated February 10, 2003,
                  between us and David Stone and Harry  Gorlovezsky (incorporated
                  by reference to Exhibit 10.1 to our Current Report on Form 8-K
                  filed on April 24, 2003).

10.4              Option to Purchase Promissory Note and Agreement from us to
                  David Stone and Harry Gorlovezsky  (incorporated by reference
                  to Exhibit 10.2 to our Current Report on Form 8-K filed on
                  April 24, 2003).

10.5              Form of Option to Purchase Common Stock  (incorporated  by
                  reference to Exhibit 10.7 to our Annual Report on Form 10-KSB
                  for the year ended June 30, 2000).

10.6              2001 Incentive and Nonstatutory  Stock Option Plan (incorporated
                  by reference to Exhibit 10 to our Quarterly Report on Form
                  10-QSB for the quarter ended March 31, 2001).

10.7              Stock  Redemption  Agreement  dated  November  30,  2001
                  between us, the  Anderson  Family  Trust,  Cantara
                  Communications  Corporation,  Kevin E. Anderson Consulting,
                  Inc. (without Exhibits A and B) (incorporated by
                  reference to Exhibit 10.1 to our Current Report on Form 8-K
                  dated December 18, 2001).

10.8              Training Services  Framework  Agreement dated May 17, 2002,
                  between us and e-Max Direct LLC (incorporated by reference to
                  Exhibit 10.1 to our Current Report on Form 8-K dated filed on
                  July 2, 2002).

10.9              Transitional  Supplemental  Consulting  Engagement  letter
                  dated  July 11,  2002,  between  us and Kevin E. Anderson
                  Consulting,  Inc.  (incorporated by reference to Exhibit 10.10
                  to our Annual Report Form 10-KSB for the year ended June 30, 2002).

10.18             Letter  Agreement  dated April 19,  2002,  between  Cognigen
                  Networks,  Inc. and Troy D. Carl  (incorporated  by reference to
                  Exhibit 10.11 to our Annual report on Form 10-KSB for the year
                  ended June 30, 2002).

10.19             Consultancy   Engagement   Agreement  dated  September  9,
                  2002,  by  and  between  Cognigen   Networks,   Inc  and  Combined
                  Telecommunications  Consultancy.  Ltd.  and  letter  dated
                  September  9,  2003  extending  the  Consultancy Engagement
                  Agreement  (incorporated  by reference  to Exhibit  10.11 to
                  our amended  Annual  Report on Form 10-KSB/A for the year ended
                  June 30, 2003).

10.20             Modified  Supplemental  Consulting  Engagement  letter dated
                  March 4, 2003,  between us and Kevin  Anderson  (incorporated  by
                  reference to Exhibit 10.12 to our amended Annual Report on Form
                  10-KSB/A for the year ended June 30, 2003).

10.21             Extension of Modified  Supplemental  Consulting  Engagement
                  Agreement  dated  February 9, 2004 between us and Kevin  Anderson
                  Consulting,  Inc.  (incorporated  by reference to Exhibit 2.1 to
                  our Quarterly Report on Form 10-QSB for the Quarter ended
                  December 31, 2003).

10.22             Termination of Funding  Agreement and Settlement  Agreement
                  dated February 5, 2004  (incorporated by reference to Exhibit 10.1
                  to our Quarterly Report on Form 10-QSB for the Quarter ended
                  December 31, 2003).

10.23             Amendment  dated  September  9,  2004,  to  Consulting
                  Engagement  Agreement  between  us  and  Combined   Telecommunications
                  Consultancy,  Ltd.  (incorporated  by reference to Exhibit 10.15
                  to our Annual Report on Form 10-KSB for the year ended June 30, 2004).

10.24             Accounts  Receivable  Purchase  Agreement  dated  December  26,
                  2003,  between us and Silicon  Valley Bank  (incorporated  by
                  reference to Exhibit 10.16 to our Annual Report on Form 10-KSB
                  for the year ended June 30, 2004).

10.25             Accounts Receivable Purchase  Modification  Agreement dated
                  November 22, 2004 between us and Silicon Valley Bank (incorporated
                  by reference to Exhibit 10.1 to our current report on form 8-K
                  filed on December 10, 2004).

14.1              Code of Business  Conduct and Ethics.  (incorporated  by reference
                  to Exhibit 14.1 to our Annual  Report on Form 10-KSB for the year
                  ended June 30, 2004).

21                Subsidiaries  (incorporated  by  reference  to Exhibit 21 to our
                  Annual  Report on Form  10-KSB for the year ended June 30, 2004).

31.1     Certification of Chief Executive Officer required by Rule 13a-14(a)

31.2     Certification of Chief Financial Officer required by Rule 13a-14(a)

32.1     Certification of Chief Executive Officer required by Section 906 of the
         Sarbanes-Oxley Act of 2002

32.2     Certification of Chief Financial Officer required by Section 906 of the
          Sarbanes-Oxley Act of 2002`